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VAddy SERVICE TERMS OF USE

This VAddy Service Terms of Use (hereinafter called the “Terms of Use”) sets forth the terms and conditions for using the VAddy Services (hereinafter called the “Services,” as precisely defined below) provided by Bitforest Co., Ltd. (hereinafter called the “Company,” as precisely defined below), and also sets forth the rights and obligations of the Company and a customer (hereinafter called the “Customer”) and/or users with respect to the use and provision of the Services.
The Customer may use the Services only after reading and accepting all of the provisions set forth in the Terms of Use.
The term “Agreement” shall mean an agreement which is deemed concluded by and between the Company and the Customer with respect to the use and provision of the Services subject to the provisions of the Terms of Use.

Article 1 Definition

For the purpose of the Terms of Use, the following terms shall have the following meanings;

  • Company” shall mean Bitforest Co., Ltd., a Japanese corporation with its principal place of business at 17-banchi 5, Kandanishikicho, Chuo-ku, Tokyo, 101-0054 Japan.
  • Services” shall mean the continuous security testing services on the Web, “VAddy,” provided by the Company as an application service provider under the Terms of Use.
  • Sites” shall mean the VAddy Web site (www.vaddy.net) and the Service-related Web sites provided by the Company which are designated on the VAddy Web site.
  • Customer” shall mean an individual or entity who, upon agreeing to the Terms of Use, subscribes to the Services in accordance with the application procedures prescribed by the Company, or an individual or entity otherwise granted use of the Services directly by the Company under any other procedure.
  • User” shall mean (i) the Customer itself, if the Customer is an individual, or (ii) an individual registered as an end user using the Service under the Customer’s responsibility and Customer’s control, if the Customer is an entity.
  • Registered Servers” or “Registered Hosts” shall mean web servers and host computers which are subjected to web security tests by the Customer using the Services.
  • Production Environment” shall mean a set of the Registered Servers and/or Registered Hosts which are actually in operation as commercialized products.
  • Facilities for the Services” shall mean computers, telecommunication equipment and other machines, and software which the Company installs, manages and/or rents to provide the Services.
  • VAddy Servers” shall mean physical servers and virtual servers which the Company manages and uses to provide the Services. The VAddy Servers shall be included in the Facilities for the Services.
  • VAddy Systems” shall mean any and all applications, middleware, operation systems and other software which operate on the VAddy Servers and are managed and used by the Company for the provision of the Services. The VAddy Systems shall be included in the Facilities for the Services.
  • Login ID” shall mean identification information identifying each User for the Company’s provision of the Services.
  • Login Password” shall mean a text string that, together with the Login ID, identifies each User for the Company’s provision of the Services.
  • Sign-Up” shall mean User’s application for the subscription of the Services through a given page in the Sites and User’s registration of the User’s Login ID and Login Password.
  • Login” shall mean User’s authentication by the User using the Login ID and Login Password assigned to the User who has completed the Sign-Up.
  • VAddy Management Pages” shall mean various management-related screens for utilizing the Services’ functions, which become accessible after User’s Login.
  • Web API” shall mean an application service provided by the Company which enables the User to control and/or use part of the functions in the Services through a system other than the VAddy Management Pages. For using this Web API, the User shall use a key for such Web API issued for each User on the VAddy Management Pages.
  • VAddy Plug-in” shall mean software for using and expanding the functions of the Services in combination with products and/or software not included in the Services.
  • Server Registration” shall mean User’s designation of the Registered Hosts on the VAddy Management Pages in the form of FQDN (Fully Qualified Domain Name) or global IP address format.
  • Rights to Crawl or Scan”shall mean a legitimate right to apply the Services to the Registered Hosts granted to each right holder of the Registered Hosts.
  • Verification File” shall mean a file installed on a given place of the Registered Hosts by the User for authentication of the Rights to Crawl or Scan.
  • Server Verification” shall mean User’s certification of the Rights to Crawl or Scan by completing the FQDN registration and installation of the Verification Files.
  • Crawl”shall mean User’s designation of a URI, parameter and/or transition on the Registered Hosts in accordance with the given procedures, in order to designate the scope of the security testing on the Web in the Services.
  • Scan” shall mean to conduct Web-based security testing by given methods through accesses to the Registered Hosts through the VAddy Systems, based on the information specified on the VAddy Management Pages by the User and/or the information acquired at the time of Crawling.
  • Service Plan” shall mean the type of, and the terms and conditions for, the provision of the Services to the Customer, upon the Company’s acceptance of the Customer’s application for subscribing to the Services in accordance with the Terms of Use.
  • Premium Plan” shall mean one of the Service Plans under which the Company provides the Services to the Customer for a fee. If any of the Service Plans which is usually provided under a Premium Plan is temporarily provided free of charge in a certain occasion such as a campaign, such Service Plan shall be treated as a Premium Plan in the Terms of Use.
  • Free Plan” shall mean one of the Service Plans under which the Company provides the Services to the Customer free of charge.
  • Paid Optional Service” shall mean a paid option for the Customer to receive an additional service in association with the Premium Plan or the Free Plan.
  • Free Optional Service” shall mean an option for the Customer to receive an additional service free of charge in association with the Premium Plan or the Free Plan.
  • Usage Charge” shall mean the consideration for the provision of the Services, the amount of which shall be determined depending on the Customer’s Service Plan and Options.
  • VATs” shall mean the amount of any value added tax, consumption tax or other taxes levied based on the Consumption Tax Act and related rules and regulations or other applicable Local Tax Acts and related rules and regulations in Japan, and any other applicable taxes or public dues in any countries to be borne by the Customer concerning the payments of the Usage Charges.
  • Account Invalidation” shall mean to invalidate the registration of subscription for the Services on the VAddy Management Pages by the Customer or the User, or to invalidate the registration of subscription for the Services concerning a specific Customer or User by the Company. In case of an Account Invalidation, any and all Service Plans currently used shall simultaneously become invalid.
  • Customer Data” shall mean any and all information provided by the Customer and the Users to the Company with respect to the Services, which may include any and all use history data for each Customer and User obtained by the Company.
  • Payment Information” shall mean any and all information concerning payment methods, payment status and payment history of the Usage Charges, which comprises part of the Customer Data.
  • Crawl Data” shall mean request data and response data concerning scanned objects, and information concerning the transition thereof, obtained by the Crawling, which comprises part of the Customer Data.
  • Scan Results” shall mean the information concerning the test results obtained by the Scanning, which comprise part of the Customer Data.

Article 2 Scope of Application

  1. The Terms of Use shall apply to any and all Customers and the Users using the Services.
  2. In the event that the Company has posted on any of the Sites any rules or provisions additional or supplemental to the provisions in the Terms of Use (hereinafter called the “Additional Provisions”) concerning the Services, such Additional Provisions shall be deemed incorporated in the Terms of Use.
  3. In the event of any conflicts or differences between the provisions set forth in the Terms of Use and the aforementioned Additional Provisions or any explanations or instructions concerning the Services as otherwise presented by the Company, the provisions set forth in the Terms of Use shall prevail, unless otherwise designated.
  4. If the Customer is a legal entity, the Customer shall be responsible for ensuring that any and all Users registered by the Customer understand, and comply with, any and all provisions set forth in the Terms of Use before their commencing to use the Service.

Article 3 Modification

  1. The Company may at any time modify any provisions set forth in the Terms of Use at the Company’s sole discretion.
  2. Any modification to the Terms of Use shall be notified to the Customer in accordance with the notification methods as provided in Article 27 (Notice) hereof. Such modification shall be deemed accepted by notified Customer and Users, unless the Customer and the Users take necessary procedures for Account Invalidations within twenty (20) calendar days after receipt of said notice.
  3. Any modification to the Terms of Use which is deemed important and may affect the rights of the Customer and/or the Users at the Company’s sole discretion, shall be notified by the Company to the Customers in accordance with the notification methods as provided in Article 27 (Notice) hereof within thirty (30) days before the effective date of such modification.
  4. In the event of any of the aforementioned modifications, the Company may request an express reply from the Customer and the Users concerning whether or not the Customer and the Users accept such modifications of the Terms of Use.

Article 4 Provision of Services

  1. The Company shall provide the Services to the Customer and the Users depending on their Service Plans.
  2. The Customer shall, at the Customer’s costs and under the Customer’s responsibility, prepare and secure adequate access to the Internet and any machines, equipment and software necessary for using the Services.

Article 5 Sign-Up

  1. To make an application for the subscription of the Services, the applicant (hereinafter called the “Applicant”) shall agree to all of the Terms of Use and register the designated information on the Sign-Up page of the Sites.
  2. The Sign-Up of the relevant Applicant shall be deemed completed at the time the Company notifies the Applicant of the commencement date of using the Services in accordance with the notification methods as provided in Article 27 (Notice) hereof.
  3. At the time of completion of the Sign-Up, the Agreement concerning the Services between the Company and the Applicant shall become effective based on the Terms of Use.
  4. Notwithstanding the preceding three paragraphs, in any of the following cases, the Company may reject any application for the Services, and the Company may retroactively invalidate any completed Sign-Up (if any):
    1. The Applicant has previously been suspended from using the Service, and/or the Agreement concerning the Services has previously been terminated, due to the Applicant’s breach of any provision of the Terms of Use;
    2. Information registered by the Applicant at the time of Sign-Up contains any falsifications or inaccuracies, or there are any omissions in entry;
    3. Any obligation under the Terms of Use owed by the Applicant, including without limitation any monetary debts, is not likely to be performed or fulfilled;
    4. The Applicant falls under any of the categories provided in Article 22 (Antisocial Forces) or Article 23 (Person with Limited Capacity); or
    5. Such Applicant’s Sign-Up is deemed inappropriate or inadequate by the Company.

Article 6 Obligation to Manage Registered Information

  1. The Customer and the Users shall agree to each of the following concerning the information and data registered to the Customer at the Sign-Up (hereinafter called the “Registered Information”);
    1. The Customer represents and warrants that any and all Registered Information are true, accurate and up-to-date;
    2. At each time when any of the Registered Information changes after the completion of Sign-Up, the Customer and the Users shall promptly renew the relevant Registered Information on and through the VAddy Management Pages; and
    3. In the event the Company has a reasonable ground to believe that any of the Registered Information is false, inaccurate or incorrect, or is not up-to-date, the Company may immediately suspend the whole or part of provisions of the Services to the relevant Customer and the Users without prior notice or demand.
  2. The Customer and the Users shall appropriately manage and hold Login IDs and Login Passwords registered upon such Users’ responsibility, and shall not lease, assign, transfer nor sell Login IDs and Login Passwords to any third person or party (including without limitation any person who belongs to the same entity or organization as that the Customer and/or such User belongs to), nor shall they permit any such third person or party to use such Login IDs and Login Passwords.
  3. The Customer and the Users shall be responsible for any losses and damages incurred by the Customer and/or the Users due to any inadequate management, misuse, or use by a third party, or any other inappropriate use of the Login IDs and/or the Login Passwords, and the Company shall in no manner be held liable for such losses or damages to the Customer or the Users. The Customer shall be liable for the losses, damages and costs (including without limitation reasonable attorney’s fees) directly incurred by the Company due to any inadequate management, misuse, or use by a third party, or any other inappropriate use of the Login IDs and/or the Login Passwords.

Article 7 Login ID and/or the Login Password

  1. Any Login by using User’s true and correct Login ID and Login Password may be deemed as a due and rightful Login by such User, at the Company’s sole discretion.
  2. The Company shall in no manner be held liable for any losses or damages to the Customer or the Users due to the Company’s aforementioned discretion.

Article 8 Subscription Term of the Services

  1. The subscription term of the Services (hereinafter called the “Subscription Term”) shall commence on the completion date of Sign-Up and end on the last day of the month which includes such completion date of Sign-Up (hereinafter called the “Sign-Up Month”).
  2. The Customer may implement the Account Invalidation at any time during the Subscription Term. The Subscription Period shall be automatically terminated at the time of such Account Invalidation, and then the Customer and the Users may not use the Services after such Account Invalidation.
  3. The Subscription Term of the Services shall be automatically extended for successive periods of one (1) month each unless the Customer implements the Account Invalidation by the end of the Sign-Up Month or any extended term.

Article 9 Selection and Change of Service Plan

  1. The Customer is required to select one of the Service Plans described in the Sites at the time of the Sign-Up. The Customer may not Sign-Up for the Services by only selecting one or more Paid Optional Services or Free Optional Services, if available, without selecting one of the Service Plans.
  2. After completion of the Sign-Up, the Customer may check the Service Plan selected through the VAddy Management Pages. The Customer may make an application for change of the selected Service Plan through the VAddy Management Pages.
  3. The Service Plan shall be changed at the time when the Company notifies the Customer of the commencement date of such changed Service Plan in accordance with the notification methods provided in Article 27 (Notice) hereof.
  4. The Company may, at its sole discretion, revise contents and/or Usage Charges applied to each Service Plan described on the Sites. In the event that the Service Plan previously selected by the Customer does not meet any of the currently effective Service Plans described on the Sites, the Service contents and Usage Charges of the Service Plan displayed on the Customer’s VAddy Management Pages shall be deemed those of the Service Plan of such Customer and shall apply to the Customer.
  5. When selecting a Premium Plan, the Customer shall be required to own a credit card available for the payments of the Usage Charges by the Customer.
  6. The Company may reject any change of the Service Plans if the Company considers that any of the Customer or the Users falls under any of the categories provided in Paragraph 4 of Article 5 (Sign-Up).
  7. Part of the Customer Data (including without limitation Registered Host information, User information, Crawl Data and Scan Results) stored in the VAddy Servers based on the previous Service Plan in relation to the provision of the Services might be perpetually deleted and unavailable upon such a change of the Service Plan, in some cases. The Company shall in no manner be held liable to the Customer and the Users for any losses or damages incurred by the Customer or the Users due to such deletion or unavailability. The standards for keeping and retaining the Customer Data shall be described on the Sites and/or the VAddy Management Pages, depending on the Service Plans.

Article 10 Usage Charges/Payments

  1. If the Customer selects a Free Plan, the Customer and the User shall not be obliged to pay any Usage Charges; provided, however, if any Paid Optional Service is selected, the Customer shall have obligations to pay the Usage Charge for such Paid Optional Services.
  2. If the Customer selects a Premium Plan, the Customer shall have obligations to pay to the Company the amount of the Usage Charges, depending on the Service Plan selected by such Customer. If any Paid Optional Service is selected, the Customer shall have obligations to pay the amount of the Usage Charges for both the Premium Plan and Paid Optional Services.
  3. The amount of the Usage Charges for each Premium Plan and Paid Optional Service described on the VAddy Management Pages and/or the Sites shall include the amount of any VATs levied.
  4. Any and all Usage Charges shall be paid by using a credit card. The types of credit cards available for such payments shall be described on the Sites and/or the VAddy Management Pages.
  5. The Company shall calculate the amount of the Usage Charges for each Customer depending on the Service Plan and Paid Optional Services in US Dollars at the end of each month, and shall perform credit card settlement processing based on Customer’s Payment Information by credit card processing after the first day of the following month. Such settlement date and settlement currency shall be determined pursuant to the standards provided by the relevant credit card companies the Customer uses.
  6. Even in the event of any Account Invalidation, change of the Service Plan, or termination or change of the Paid Optional Services by the Customer before the expiry of the Subscription Terms, the Company shall not be obliged to compensate any part of the Usage Charge amount for the remaining periods of such Subscription Term, not even on a pro-rata basis.
  7. The Company may entrust credit card settlement processing described in the aforementioned Paragraph 5 in this Article to Sony Payment Services Inc. (hereinafter called “Sony Payment”). Credit card information (including information concerning card types, card numbers, expiration dates, and security codes) concerning the Customer may be submitted to, and stored by, Sony Payment. The Company shall delete, and not retain, any and all credit card information of the Customer from the VAddy Servers. The Customer hereby agrees that the Company may entrust the credit card settlement processing concerning the Usage Charges for the Service to Sony Payment, and submit and disclose to Sony Payment necessary information for such credit card settlements.
  8. In the event that any settlement has not been completed because necessary approval for settlements are not obtained from the relevant credit card company due to any reason (including without limitation expiry of the credit card, excess of utilization limits, wrong card number, and wrong entry of expiration date), the Company shall provide only the Services based on the Free Plans and may suspend the provisions of the Services based on any Premium Plan to the Customer by notifying the Customer by the methods described in Article 27 (Notification).
  9. The Company shall in no manner be held liable to the Customer, the Users or any third party or person for any losses or damages incurred by the Customer, the Users or any third party or person due to suspension of the Services based on any Premium Plan and/or any Paid Optional Service.

Article 11 Rights to Crawl or Scan

  1. The Service shall be required to be used by, and upon the responsibility of, Users who have the Rights to Crawl or Scan, with and upon sufficient understanding and acknowledgement that any Scanning under the Services might affect the conditions of the Registered Hosts, whether adversely or not.
  2. The Company may consider a User who has completed and maintains a Server Verification as a User who has the Rights to Crawl or Scan concerning such servers. In the event that two or more Users assert to have the Rights to Crawl or Scan concerning the same Registered Hosts for the Services, the Company may decide which User(s) has or have the Rights to Crawl or Scan concerning such Registered Hosts by only considering the conditions of the Server Verification.
  3. Notwithstanding the foregoing, in any of the following events, the Company may take bailout measures, such as invalidation of current Server Verification files, and/or deletion of Server Registrations, for such other User(s) who assert to have the Rights to Crawl or Scan concerning the Registered Hosts, subject to taking necessary identity verification procedures as provided in Article 28 (Identity Verification Procedure):
    1. The Company cannot contact the person who has completed the Server Verification for such Registered Hosts for thirty (30) days after the Company’s notice to the Email address described in the Registered Information; or
    2. The Company believes that there would be any due reason equivalent to the aforementioned Section (1).
  4. The Company shall in no manner be held liable to any Customer and any Users for any losses or damages incurred by the Customer or the Users due to the grant and application of the aforementioned bailout.

Article 12 Handling of Customer Data

  1. The Company may retain and use the following Customer Data for providing the Services. The Customer Data shall be managed on the VAddy Servers:
    1. Registered Information;
    2. Payment Information (except the information concerning credit cards);
    3. Registered Hosts Data
    4. Crawl Data
    5. Scan Results
    6. Usage situation of the Services and other data for management.
  2. Any personal Information concerning the Customer and the Users included in the Customer Data described in Section (1) or (2) of the aforementioned Paragraph shall be properly managed in accordance with the provisions set forth in the Company’s “Privacy Policy” and “Handling of Personal Information”. The Customer and the Users shall be required to agree to the terms of the Company’s consent form, “Consent for Handling of Personal Information”.
  3. The Company may retain the Customer Data included in Section (3), (4), (5) or (6) of the first Paragraph in this Article, within a scope as necessary for providing the Services, but such keeping or retaining the Customer Data is NOT deemed as a service to be provided as one of the Services. So, it is recommended that the Customer should keep such Customer Data by itself. Even in the event that any Customer Data included in Section (3), (4), (5) or (6) of the first Paragraph in this Article has been deleted and then cannot be restored or reproduced, the Company shall in no manner be responsible for restoring or reproducing such Customer Data, irrespective of whether or not the cause of such event is attributable to the Customer, Users or the Company.
  4. In the event that the completeness of the Customer Data is deteriorated due to any reason attributable to the Company, and, as the result of such deterioration, the Customer and the User who use any Premium Plan or Paid Optional Service become unable to use the Services for a certain period, the Company shall compensate the part of the Usage Charge amount for such period in accordance with Article 19 (Compensation for Suspension of Services).
  5. For the purpose of enhancing or improving the Services and social enlightenments, the Company may publicize any statistical data accumulated from the Customer Data as provided in Paragraph 1 of this Article, on condition that any individual Customer, User or the Registered Hosts cannot be identified by or through such statistical data.

Article 13 Web API, Plugin

  1. The provisions set forth in the Terms of Use shall apply to any use of the Services’ functions through a Web API and VAddy Plugins by the Customer and the Users, as well as any use of the Services’ functions by using the VAddy Management Pages on a web browser.
  2. The Company shall in no manner be held liable to any Customer and any Users for any Crawl Data or Scan Results, or any effects to the Registered Hosts and/or any other environment controlled by the Customer or any third party or person, by using the Services through any VAddy Plugin provided by any third party or person other than by the Company (hereinafter called a “Non-Official Plug-in”). The Company shall not provide any support concerning such Non-Official Plugins to the Customer and the Users.

Article 14 Subcontracting

The Company may subcontract to any third party the whole or part of the operation of the Services, data management and/or any other works concerning the provision of the Services.

Article 15 Temporary Suspension or Cessation of Providing the Services

  1. The Company may temporarily suspend the provision of the Services without any prior notice to the Customer or the Users in any of the following events:
    1. In case of maintenance of any Facilities for the Services due to any breakdown or defect thereof;
    2. In case of any operationally or technically unavoidable reason concerning the Services;
    3. In case of any inability to provide the Services due to any Act of God, natural disaster, fire, war, riots, prolonged failure or shortage of electric power, shortage of petroleum, gas, or other energy sources, breakdown of public common carrier or communications facilities, disruption, failure or problem of the Internet, strike, lockout, boycott, any order or request from any competent court or government authority in any country, compliance with law, regulations or orders, delay of delivery from a subcontractor, or any other cause or causes beyond the reasonable control of the Company (hereinafter called the “Force Majeure”);
    4. In case of any due reason equivalent to each of the aforementioned Sections.
  2. The Company may temporarily suspend the provision of the Services for inspecting and checking the Facilities for the Services and/or other related facilities, equipment, machines and software.
  3. The Company may temporarily suspend or cease to provide the whole or part of the Services immediately without any prior notice or demand to the Customer or Users if the Customer and/or any of the Users falls under any of the categories provided in Article 21 (Prohibited Acts), or if the Customer and/or any of the Users breaches any of the provisions in the Terms of Use.
  4. The Company shall in no manner be held liable to any Customer and any Users for any losses or damages incurred by the Customer or the Users due to any suspension or cessation of providing the Services in any of the events described in the above Paragraph 1, 2, or 3 of this Article; provided, however, in the event that the provision of the Services is suspended for more than 48 hours due to any reason described in Paragraph 1 or 2, the Company shall compensate the part of the Usage Charge amount for such suspension period in accordance with Article 19 (Compensation for Suspension of Services) to the Customer who uses a Premium Plan and/or any Paid Optional Service.

Article 16 Discontinuation of Providing the Services

  1. The Company may discontinue the whole or part of the Services, and may terminate the whole or part of the Agreement concerning the Services between the Customer and the Company if;
    1. The Company notifies the Customer of discontinuation of the Services at least thirty (30) days before the scheduled discontinuation date;
    2. The Company cannot provide the Services due to any Force Majeure event; or
    3. Discontinuation of the Services is considered unavoidable by the Company.
  2. In the event of any discontinuation of the whole or part of the Services based on the aforementioned Paragraph, the Company shall compensate the part of the actually paid Usage Charge amount concerning the discontinued Services for the period after such discontinuation date, on a pro-rata basis.

ARTICLE 17 NO WARRANTY

THE SERVICES SHALL BE PROVIDED ON “AS IS” BASIS. THE COMPANY SHALL IN NO MANNER REPRESENT OR WARRANT THE COMPLETENESS, PRECISENESS OF THE SERVICES, OR THE FITNESS FOR A PARTICULAR PURPOSE OF THE CUSTOMER OR ANY USERS, OR MERCHANTABILITY OR ANY KIND OF WARRANT OF THE SERVICES. THE CUSTOMER AND THE USERS HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL IN NO MANNER WARRANT THAT ANY EFFECTS OR RESULTS WILL BE ACHIEVED OR OBTAINED AS A RESULT OF THE CUSTOMER’S OR THE USERS’ USE OF THE SERVICES, AND THE CUSTOMER AND THE USERS SHALL BE SOLELY RESPONSIBLE FOR THEIR USE OF THE SERVICES.

ARTICLE 18 DISCLAIMER

  1. 1. THE COMPANY SHALL IN NO MANNER BE HELD LIABLE FOR ANY OF THE FOLLOWING LOSSES OR DAMAGES INCURRED BY THE CUSTOMER AND/OR ANY USERS;
    1. ANY AND ALL LOSSES OR DAMAGES INCURRED BY THE CUSTOMER AND/OR THE USERS DUE TO AN INCOMPLETENESS OF ANY CRAWLING OR SCANNING FUNCTIONS OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE CASE OF USING ANY WEB API OR VADDY PLUG-IN), OR ANY CRAWL DATA OR SCAN RESULTS OR RETENTION THEREOF;
    2. ANY AND ALL LOSSES OR DAMAGES INCURRED BY THE CUSTOMER AND/OR THE USERS AS A RESULT OF ADVERSE EFFECTS ON ANY REGISTERED HOSTS CAUSED BY THE CUSTOMER’S OR ANY USER’S USE OF THE SERVICES;
    3. ANY AND ALL LOSSES OR DAMAGES INCURRED BY THE CUSTOMER AND/OR THE USERS DUE TO ANY USE, PROVISION AND/OR DISCLOSURE OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, ANY REGISTERED HOST’S RELATED INFORMATION, CRAWL DATA AND SCAN RESULTS) OBTAINED BY OR THROUGH THE USE OF THE SERVICES BY THE CUSTOMER AND/OR ANY USER; OR
    4. ANY AND ALL LOSSES OR DAMAGES INCURRED BY THE CUSTOMER AND/OR THE USERS AS A RESULT OF ANY ACTION OF THE CUSTOMER AND/OR ANY USERS CONDUCTED BASED ON INFORMATION POSTED ON ANY OF THE SITES BY THE COMPANY OR ANY INFORMATION PUBLICIZED BY ANY THIRD PARTY OR PERSON CONCERNING THE SERVICES.
  2. IN ANY OF THE AFOREMENTIONED EVENTS, THE CUSTOMER AND THE USERS SHALL, AT THEIR OWN EXPENSE, BE SOLELY RESPONSIBLE FOR RESOLVING ANY DISPUTE BETWEEN SUCH CUSTOMER AND THE USERS AND ANY OTHER CUSTOMER OR USERS, OR BETWEEN SUCH CUSTOMER AND USERS AND ANY THIRD PARTY OR PERSON CONCERNING THE USE OF THE SERVICES. THE COMPANY SHALL IN NO MANNER BE RESPONSIBLE FOR RESOLVING ANY SUCH DISPUTE.

Article 19 Compensation for Suspension of Services

  1. In the case that the provision of the Services to the Customer is completely suspended for more than 48 hours for a reason attributable to the Company without prior notice to the Customer, the Company shall deduct the pro-rata portion of the Usage Charge based on the number of suspension days (hereinafter called the “Pro-Rata Amount”) from the amount of the Usage Charge for the month following the month which includes the start date of said suspension (hereinafter called the “Next Month Charge”).
  2. IIn the aforementioned case, if the Pro-Rata Amount exceeds the amount of the Next Month Charge, the deduction shall be limited up to the amount of the Next Month Charge.
  3. If the Next Month Charge for the Customer does not accrue because the Customer changes the Service Plans or Optional Services, or for some other reason the Customer conducts an Account Invalidation, the aforementioned deduction shall not apply.

ARTICLE 20 LIMITATION OF LIABILITY

  1. THE COMPANY’S LIABILITY TO THE CUSTOMER AND USERS CONCERNING THE SERVICES AND/OR THE TERMS OF USE SHALL BE LIMITED TO NORMAL AND DIRECT DAMAGES ACTUALLY INCURRED BY THE CUSTOMER AND/OR THE USERS DIRECTLY DUE TO THE COMPANY’S NEGLIGENCE OR BREACH OF THE TERMS OF USE, REGARDLESS OF WHETHER THE COMPANY DEFAULTS ON ANY OBLIGATIONS, TORTS AND/OR ANY OTHER REASON.
  2. THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF PROFIT, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY DAMAGES CAUSED BY ANY REASON NOT ATTRIBUTABLE TO THE COMPANY.
  3. CONCERNING THE SERVICE, THE COMPANY SHALL IN NO EVENT BE LIABLE TO THE CUSTOMER AND THE USERS FOR CUMULATIVE DAMAGES GREATER THAN THE AMOUNT OF THE TOTAL USAGE CHARGES FOR THE SERVICES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THREE (3) MONTHS IMMEDIATELY BEFORE SAID CLAIM FROM WHATEVER CAUSE, EXCEPT IN THE CASE THAT SUCH DAMAGES OR LOSSES ARISE OUT OF OR DUE TO THE COMPANY’S INTENTIONAL ACT OR GROSS NEGLIGENCE.

Article 21 Prohibited Acts

  1. The Customer and the Users shall be prohibited to conduct, engage in or participate in, any of the following acts or any acts which are deemed by the Company to be included in any of the following acts:
    1. Any illegal or possibly illegal act violating any law or statute, or any similar act; Any criminal act, or any act to instigate or facilitate any criminal act, or any act likely to do the same; Any act contrary to the public order;
    2. Any act which causes or is likely to cause any damage to the Facilities for the Services, or any other information system owned and/or controlled by any third party or person;
    3. Unauthorized or illegal access, cracking or attack on any computer and/or telecommunications facility, etc., operated by the Company or any other third party, or to conduct any similar act
    4. Any act which obstructs or is likely to obstruct the operation and/or provision of the Services;
    5. To Crawl or Scan any Registered Server in the Production Environment, or any host or server to which the User does not obtain the Rights to Crawl or Scan;
    6. To place excessive loads on the Facilities for the Services;
    7. To assign or transfer the Agreement or the whole or any part of the rights or obligations under the Terms of Use to any third party or person;
    8. Any act which discriminates or defames, or is likely to discriminate or defame, the Company or any other party or person, or any act which infringes, or is likely to infringe, their property, honor, credibility and/or personal privacy rights or propriety rights;
    9. To use the Services by using any Login ID of any account other than the account to which the Customer or the User has completed the Sign-Up;
    10. To impersonate any other Customer, User or any third party or person;
    11. To make or allow any third party or person use the Services, whether for a fee or free of charge, without prior written consent of the Company;
    12. Unfair or improper use of a credit card;
    13. To use the Services on behalf of, for the benefit of or otherwise in relation to, any Antisocial Force as defined in Article 22;
    14. To use the Service by any means or in any form which causes or is likely to cause damages to any third party’s communication;
    15. To modify, hack into and/or reproduce any program relating to the Service;
    16. To reverse engineer, de-compile or disassemble the Service and/or relevant programs, or otherwise extract the source code of the whole or part of the Service and/or relevant programs; or
    17. Any other act considered improper or inappropriate by the Company.

Article 22 Antisocial Forces

  1. The Customer and the Users hereby represent and warrant each of the following;
    1. The Customer, Users and any of their respective officers, main shareholders, employees, or main business partners, etc. (hereinafter called the “Relevant Parties”) were not, are not, or will not in any manner be or belong to any anti-social forces (hereinafter called the “Antisocial Forces”), such as a crime syndicate, a member of any crime syndicate, an associated member of any crime syndicate, an affiliated company of any crime syndicate, a member of any racketeer group, a group engaging in criminal activities under the pretext of conducting social campaign or political activities, or a crime group specialized in intellectual crimes, or any other similar member or group, etc.;
    2. The Customer, Users and any of their respective Relevant Parties have not, do not or will not use or utilize any of the Antisocial Forces;
    3. The Customer, Users and any of their respective Relevant Parties have not, do not or will not cooperate with, or have not, are not or will not be involved in maintaining or running the Anti-Social-Forces, including, but not limited to, provisioning any funds or any convenience, etc., to any of the Antisocial Forces;
    4. The Customer, Users and any of their respective Relevant Parties have not, do not or will not have any relation to or contact with any of the Antisocial Forces; and,
    5. The Customer or any User will not, by itself or through any third party, use any violence, fraud or threatening language to the Company and/or its partners, or will not slander the reputation or damage the credit of the Company and/or its partners, or obstruct the business of the Company and/or its partners.
  2. The Customer and the Users shall cooperate with the investigations conducted by the Company concerning the aforementioned Paragraph.
  3. In the event of any breach of the provisions in this Article by the Customer or any of the Users, the Company may immediately terminate the Agreement without any liability to the Customer or the Users. The Company shall not be liable for any damages incurred by the Customer or the Users due to the aforementioned termination of this Agreement.

Article 23 Person with Limited Capacity

Any person under age, adult ward, person under curatorship, person under assistance or other person whose legal capacity is restricted under applicable laws may not use the Services alone.

Article 24 Termination by the Company

  1. If any of the following events occurs or is deemed to occur by the Company at the Company’s sole discretion, the Company may, without any prior notice or demand, immediately terminate the whole of part of the Agreement concerning the Services and/or implement the Account Invalidation:
    1. Any of the Registered Information or other content submitted by the Customer to the Company is found false, inaccurate or incorrect, or has any omission in entry, or is not up-to-date;
    2. Any amount of Usage Charges has not been fully paid in a timely manner by the Customer;
    3. The Customer or any of the Users conducts any act described in Article 21 (Prohibited Acts);
    4. The Customer or any of the Users is found to fall under any of the categories provided in Paragraph (1) of Article 22 (Antisocial Forces) or Article 23 (Person with Limited Capacity);
    5. The Customer and/or any of the Users breaches any of the provisions in the Terms of Use, and fails to immediately remedy such breach even after receipt of notice requiring them to remedy such breach from the Company;
    6. The Company has reasonable grounds to believe that it would be difficult for the Customer and/or the Users to fulfill the Agreement concerning the Services or any obligations in the Terms of Use; or
    7. Neither the Customer nor the Users uses the Services for six (6) consecutive months or longer, if such Customer only subscribes to the Free Plan and/or the Free Optional Services.
  2. The termination or invalidation pursuant to the previous Paragraph by the Company shall not prevent the Company from seeking claims for losses and damages from the Customer and/or Users, and in such a case, the Company shall not be obliged to refund nor reimburse any amount paid by the Customer.
  3. The provisions of Article 6-3, 7-2, 9-7, 10-6, 10-9, 11-4, 17, 18, 20, 24-2, 24-3, 25, 26 and 29 hereof shall respectively survive the termination or expiration of the Agreement:

Article 25 Confidentiality

Without the Company’s prior written consent to the contrary, the Customer and the Users shall hold and handle any and all non-public information disclosed to the Customer and/or the Users by the Company as confidential when requested to do so by the Company; the Customer and/or the Users shall not use the same for any purpose other than for using the Services, except the portion of such information which becomes publicly available.

Article 26 Ownership

  1. Neither the Customer nor the Users shall obtain or be granted any right or license concerning the Services other than the right to be provided the Services under the Terms of Use. The Company reserves any and all patents, trademarks, service marks, copyrights, know-how and any other intellectual property rights (hereinafter called the “Intellectual Property Rights”) to or in the Services, including, but not limited to, the VAddy System and Web API, except any right which is apparently owned by a third party.
  2. Notwithstanding the preceding Paragraph, the Customer or the Users may use, process or disclose any Crawl Data and Scan Results created by such Customer or Users of their own accord; provided, however, any and all Intellectual Property Rights in, or to, terminologies, phrases, designs, layouts and any other items which are to be commonly used in or concerning Crawl Data and/or Scan Results shall belong to, and remain in the ownership of, the Company unless otherwise designated by the Company. The Customer and the Users may not claim the exclusive ownership of the Intellectual Property Rights concerning any Crawl Data or Scan Results.
  3. The Customer and the Users shall take full responsibility for using, processing, or disclosing the aforementioned Crawl Data and Scan Results. The Company shall in no manner be responsible for any losses or damages incurred by the Customer and/or the Users due to such use, processing or disclosure.
  4. The provisions in the above paragraph 2 of this Article shall not prevent the Company from using the Customer Data pursuant to Article 12 (Handling of Customer Data).

Article 27 Notice

  1. All notices and other communication from the Company to the Customer and the Users shall be posted on the VAddy Management Pages and/or the Sites or sent as emails to the address designated in the Registered Information.
  2. Any notice from the Company to the Customer or the Users shall become effective once the Company sends emails with the content of the notice or posts the content of the notice on the VAddy Management Pages or the Sites.
  3. The Customer or the Users shall contact or communicate with the Company by the communication methods described in the VAddy Management Pages or the Sites.

Article 28 Identity Verification Procedure

  1. If the Company finds it necessary to verify the identity of the Customer or the Users, the Company shall have the right to do so pursuant to any of the following methods;
    1. By contacting any public contact points of an entity or organization to which the relevant Customer or User belongs;
    2. By requesting any documentation and/or information which can officially certify such identity; or
    3. By taking any other measure which the Company deems appropriate.
  2. Any personal information obtained by the Company in the course of the aforementioned Identity Verification Procedures shall be handled in accordance with Paragraph 2 of Article 12 (Handling of Customer Data).

Article 29 General Provisions

  1. Governing Law: This Agreement and the Terms of Use shall be governed by, and construed in accordance with, the laws of Japan, without reference to principles of conflicts of laws.
  2. Jurisdiction: Any dispute arising out of, or in relation to, or in connection with, this Agreement, the Services or the Terms of Use, or the breach thereof between the parties hereto shall be subject to the exclusive jurisdiction of the Tokyo District Court or Tokyo Summary Court in Japan in the first instance, depending on the amount of the case.
  3. Non-Waiver: Failure of either party hereto to enforce any provision of the Terms of Use or any right in respect thereof or to exercise any election provided for herein shall in no manner be deemed to be waiver of such provisions, rights, or elections or in any way affect the validity of the Terms of Use. Failure of either party to exercise any of said provisions, rights, or elections shall not prejudice such party from later enforcing or exercising the same or any other provisions, rights, or elections which it may have under the Terms of Use.
  4. Language: The Company may present and display other foreign-language versions of the Sites and/or the Terms of Use in addition to Japanese versions thereof; provided, however, in any case, the Japanese language version shall be the official and controlling text thereof. In the event of any dispute, such Japanese versions will prevail over any other language versions.
  5. Standard Time: Unless otherwise provided, any and all notations concerning year, month, date and time described in the Terms of Use shall be based on the Japanese Standard Time.
  6. Severability: If any provision of the Terms of Use is held by a court of competent jurisdiction to be illegal or invalid, the remainder of the provisions shall remain in full effect.
  7. Entire Agreement: The Terms of Use constitutes an entire agreement between the parties hereto pertaining to use the Services, and supersedes any and all written or oral agreements previously existing between the parties.

Enacted: 9/6/2015