Article 1. Application of the Terms
1. In relation to use of the (learningBOX|Quizgenerator) (hereinafter referred to as the "Service"), these terms (hereinafter referred to as the "Terms") constitute an agreement (hereinafter referred to as this "Agreement") between a user of the Service (hereinafter referred to as the "User") and learningBOX, Inc. (hereinafter referred to as "We", "Us" or "Our").
2. The User shall apply for use of the Service after agreeing to the Terms in advance. If a prospective User disagrees with the Terms, We may refuse an application for the use of the Service and offer of the Service.
Article 2. Change of the Terms
1. In any of the following cases, We may change the content of this Agreement without individually reaching any agreement with the User and it shall be deemed that the User has agreed to the provisions of the Terms after the change of the Terms:
(i) If the change of the Terms conforms to the general interest of the User; and
(ii) If the change of the Terms is not against the purpose for which this Agreement was concluded and is reasonable in light of the need for the change, the reasonability of the content after the change, or other circumstances relating to the change.
2. If We change the Terms pursuant to the preceding paragraph, We will determine the effective date in which the change becomes effective. We will also place a notification in Our website that We will change the Terms and show the content of the Terms therein and its effective date after effecting the change.
Article 3. Term
1. The term of this Agreement shall be one (1) year from the date that the User designates in the application as stipulated in Article 1.2 and We accept (in the absence of the designation by the User, one year from the date that We designate).
2. If the User or We does not notify the other party that this Agreement will not be renewed within one (1) month prior to the date of the expiration of this Agreement, this Agreement shall be automatically renewed under the same condition of this Agreement for one (1) year from the next day of the date of the expiration of this Agreement.
3. Article 3.2 shall be applied mutatis mutandis in this Agreement which is renewed pursuant to Article 3.2.
Article 4. Content and Usage Charge of the Service
1. When the User applies for the use of the Service, We will provide the User with the service specified in a usage plan that We will present to the User as the Service.
2. If this Agreement is renewed pursuant to Article 3.2 (including the case where Article 3.2 is applied mutatis mutandis pursuant to Article 3.3), We will provide the service specified in a usage plan that We will present to the User in the renewal as the Service.
3. The content of the Service does not include the following services, except where We present a usage plan containing all or a part of these service as the usage plan pursuant to the preceding two paragraphs:
(i) Various types of settings after the initial introduction of the Service;
(ii) Preparing, creating, and/or composing any teaching materials, instructions, manuals and/or contents uploaded to the Service;
(iii) Dealing with an inquiry about the Service from a third party who is not the User; and
(iv) Dealing with an inquiry other than the inquiry about the method for using the Service.
4. The User shall pay a license fee corresponding to a usage plan that We will present to the User when the User applies for the use of the Service. We do not need to return the license fee to the User for whatever reason, including the termination of the agreement.
5. If this Agreement is renewed pursuant to Article 3(2) (including the case where Article 3.2 is applied mutatis mutandis pursuant to Article 3.3), the User shall pay a license fee corresponding to a usage plan specified in a written application for learningBOX that We will present to the User upon the renewal.
Article 5. Service Account
1. When the User registers information relating to the User in using the Service, the User shall provide true, correct, and complete information and shall update the information to the latest information.
2. If We give the User a notice in relation to the Service, We will transmit the notice to an email address that the User registered in advance. In this case, even if the notice fails to reach the User due to any circumstance, We may deem that the notice has reached the User by the time it should have normally been received.
3. When the User registers a password when using the Service, the User shall have strict control over the password at the User's own risk so that it will not be used in an unauthorized manner. We may deem that any act which is performed with a registered password is the User's own act. We have a right to claim compensation from the User for damages caused to Us (including, but not limited to the amount equivalent to a license fee of a third party who unauthorizedly used the account) due to unauthorized use of the User's account.
4. The User who registers for the Service has the right to delete its own account and to withdraw at any time. In this case, We are not obliged to return and reduce the license fee to the User.
5. If We recognize that the User violates or is likely to violate the Terms, We have the right to suspend or delete the account without giving a prior notice to the User. In this case, We are not obliged to return and reduce the license fee to the User, and We are not obliged to compensate for damages caused to the User due to the suspension or deletion of the account.
6.The User may make its affiliated companies use the User's account of the Service. The affiliated companies shall mean: (i) the User's parent companies (as stipulated in Article 8.3 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements (1963, Ministerial Ordinance No. 59 of the Ministry of Finance)); (ii) subsidiary companies (as stipulated in Article 8.3 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements); (iii) affiliated companies (as stipulated in Article 8.5 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements); and (iv) the User's franchisers and franchisees. In this case, the User shall have these parties comply with the provision relating to the use of the User's account under this Agreement. Any act of these parties violating said provision shall be deemed as a violation by the User.
Article 6. Change of the Content of the Service
1. We maintain the right to change the contents of the Service for improvement of the Service, amelioration of the Service, or any other grounds that are recognized by Us to be reasonable.
2. If We change the contents of the Service pursuant to the preceding paragraph, We will notify the User no later than 30 days prior to the change at the latest.
Article 7. Cessation of Offer of the Service, etc.
1. We maintain the right to cease providing the Service if We determine that We are not able to provide the Service in any of the following cases. In this case, We are not obliged to return and reduce the license fee to the User, and We are not obliged to compensate for damages caused to the User due to the cessation of the Service, except where it falls under the events as specified in Our Quality Assurance Rules:
(i) If the maintenance or construction of the systems is required for providing the Service is performed;
(ii) If earthquakes, typhoons, floods, or other natural disasters, wars, civil wars, riots, telecommunication service stop, or other unavoidable events occur;
(iii) If an act as stipulated in any of the items under Article 8.2 is performed;
(iv) If attacks or other wrongful acts of a third party are performed;
(v) If the government or a public organization gives Us an order or other rulings to the effect that We must cease Our business; and
(vi) If an event equivalent to those listed in the preceding items occurs.
2. We maintain the right to cease providing the Service and terminate this Agreement directed to the Service if any of the following events happen to the User. In this case, We are not obliged to return and reduce the license fee to the User, and We are not obliged to compensate for damages caused to the User due to the termination of the agreements related to the Service:
(i) If it turns out that the content in the application or any other notification provided to Us contains false information;
(ii) If a bill or a check issued by the User is dishonored or the User, otherwise, becomes unable to make a payment;
(iii) If the User is subjected to a petition for attachment, provisional attachment, provisional disposition, auction, or compulsory execution;
(iv) If the User is subjected to a petition or the User makes a petition for commencement of bankruptcy proceedings, commencement of civil reorganization proceedings, or commencement of corporation reorganization proceedings.
(v) If the User is dissolved or the User transfers the whole or a significant part of the business; and
(vi) If a serious event that damages the mutual trust between the User and Us so much that We are no longer able to provide the Service occurs, apart from the events as specified in each of the preceding items.
3. If We cease providing the Service pursuant to Article 7.1, We will show to that effect beforehand on Our website, except in cases where We determine that We should do so in an emergency.
4. We maintain the right to stop the offer of the Service perpetually when it is reasonably recognized that We are unable to continue providing the Service under any circumstances as specified in the items of Article 7.1. In this case, We are not obliged to return and reduce the license fee to the User, and We are not obliged to compensate for damages caused to the User due to the abolishment of the offer of the Service.
5. If We decide that we will not provide the Service and perpetually abolish the offer of the Service pursuant to Article 7.4, We will show to that effect on Our website 30 days prior to the abolishment at latest.
Article 8. Terms and Conditions
1. If an error to an email transmitted with the Service occurs due to undefined address or rejected reception by an email filtering and the like, the User shall process a returned error mail and perform any other control necessary for dealing with the error.
2. The User shall not perform any of the following acts in using the Service:
(i) An act that infringes or is likely to infringe Our or a third party's intellectual property right (as stipulated in Article 2(2) of the Basic Act on Intellectual Property (Act No. 122 of 2002)), any other right and legally protected interest when the User uses the Service;
(ii) An act of transferring, lending, or disclosing the documents, programs and the like that are provided to use the Service to a third party without a prior written consent from Us;
(iii) An act of decompiling, disassembling, or reverse-engineering the Service or otherwise analyzing the Service;
(iv) An act of transferring the right to use the Service to a third party;
(v) The User's unauthorized operation to the Service, an act that leads to or is likely to lead to failure of Our server or any other equipment, and an act that We determine to disturb the operation of the Service;
(vi) An act of unauthorized use of a user ID or password;
(vii) An act of utilizing the Service to a use which is legally prohibited to be used or provided, a computer virus, a program which disturbs or is likely to disturb Our or a third party's business, and any other thing which is likely to infringe Our or a third party's right or legally protected interest, or an act of utilizing the Service to provide the same to a third party;
(viii) An act of putting undue burden on Our server or any other equipment for a purpose other than those normally expected in the use of the Service including the use of the Service by automatic operation;
(ix) An act of using a payment function other than the payment function provided by the Service (only when the EC function of the Service is used);
(x) An act of damaging Our social credit;
(xi) An act of transmitting an email to a person other than those who gave the User a notice to request to transmit an email that is a means to advertise or promote their business or business of others or a notice to agree to the transmission of the email in advance;
(xii) An act against the public order and morality; and
(xiii) An act equivalent to each of the preceding (i) to (xii).
Article 9. User's Data and Contents
1. We are not obliged to make a backup of data that the User stores in the server under Our control.
2. We and the User confirm that the copyright of any content that the User uploads to the Service continues to belong to the person who owns the copyright of the content.
3. When the User uploads content to the Service through the User's choice, the User may designate the disclosure restriction function of the content (limited to the content for which the User has a right to disclose it to the public) to "disclosure to the public". In this case, it shall be deemed that the User gives Us the non-exclusive license to a right required to disclose the content to the public for free, and the User will not exercise the moral right of author of the content to Us.
4. When the User uploads content to the Service, the User shall not designate the disclosure restriction function to "disclosure to the public" for content for which the User does not have a right to disclose it to the public.
5. We may duplicate any data that the User stores in the server under Our control or take other necessary measures only to the extent that it is recognized as necessary for maintenance or improvement of the Service.
Article 10. Confidentiality
Article 11. Advertisement
1. In providing the Service, We may insert Our advertisement or an advertisement of a third party who requests Us to insert it on a software or other indications.
2. Notwithstanding the preceding paragraph, We will not insert an advertisement as stipulated in the preceding paragraph for the User who utilizes the Service with a license fee.
Article 12. Customization of Texts, etc.
1. When the User selects the design customization plan and the exclusive use server plan, the User may choose a design template in the initial setting and receive service of modification of the design ant the text only once.
2. If the User who selected the design customization plan or the exclusive use server plan wishes to receive the service of modification of the design and the text after creation of the design is complete, the User may request Us to provide a cost estimate of necessary costs.
Article 13. Our Responsibility
1. In providing the Service, We shall take reasonable efforts to effect security measures, excluding the measures that We need an extra charge apart from the license fee of the Service.
2. We are not liable to compensate for damages caused to the User due to a third party's malicious act or any other event that is not due to Our willful misconduct or gross negligence despite Our security measures pursuant to Article 13.1.
3. WE MAKE NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BY FACT OR LAW, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. WE MAKE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY FOR THE SERVICES.
4. We will make an effort to sufficiently provide the Service. However, We are not liable to compensate for damages caused to the User in relation to the use of the Service, with the exception of the cases as specified in the Terms and the Service Quality Assurance Rules. In the case that We are liable to compensate for damages, We will be liable for damages only to the extent of the amount equivalent to the license fee for one (1) month.
5. We will not be liable for damages with respect to a dispute between the User and a third party in relation to the use of the Service.
6. Notwithstanding the preceding three paragraphs, if this Agreement falls under a consumer contract (as stipulated in Article 2(3) of the Consumer Contract Act (Act No. 6 of 2000)), We will compensate for damages caused to the User of this Agreement in relation to the offer of the Service as stipulated in this Agreement (We will pay an amount up to the amount equivalent to the license fee for one (1) month as specified in this Agreement when the damage is not due to Our willful misconduct or gross negligence).
Article 14. Compliance
The User shall comply with all applicable laws, regulations, statutes, and codes, and not engage in any conduct which would constitute an offense under such laws and regulations
Article 15. Governing Law
The Terms (including this Agreement; the same applies to the next article) shall be governed by the laws of Japan without regard to the Act on General Rules for Application (Act No. 78 of 200) and other provisions of laws relating to governing laws.
Article 16. Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be under the sole and exclusive jurisdiction of the district court having jurisdiction over the location of Our principal office of business.
Article 17. Miscellaneous
1. Waiver. Waiver by any party of a breach or a default of any provision of this Agreement by any other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of a party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party.
2. No Agency. Nothing herein shall be deemed to constitute each party as the agent or representative of the other party, or to create a joint venture or partnership for any purpose. Neither party shall be responsible for the acts or omissions of the other. No party will have authority to speak for, represent or obligate the other party in any way without prior written authorization from such other party.
3. Entire Agreement. This Agreement contains the full understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions hereof shall be binding unless made in writing and signed by the parties.
4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
5. Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected.
6. Assignment. No party to this Agreement may assign its rights or obligations hereunder without the prior written consent of each other party; provided, however, that each party may assign its rights and obligations hereunder without the prior written consent of the other party in connection with the sale of all or substantially all of the business or assets of the assigning party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
7. Language. This Agreement shall be prepared and executed in English and if translated into a language other than English for any purpose, the English version shall in all events prevail and be paramount in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of this Agreement.
The Terms shall be effective from April 16, 2016.
Supplemental Provision (revised on August 16, 2018)
The Terms after the revision dated August 16, 2018 shall be effective from August 16, 2018.
Supplemental Provision (revised on August 23, 2018)
The Terms after the revision dated August 23, 2018 shall be effective from August 23, 2018.
Supplemental Provision (revised on September 10, 2019)
The Terms after the revision dated September 10, 2019 shall be effective from September 10, 2019.
Supplemental Provision (revised on July 7, 2021)
1. The Terms after the revision dated July 15, 2021 shall be effective from August 1, 2021.
2. The Terms before the revision shall apply to this Agreement that was established prior to July 31, 2021 during the duration thereof (except where this Agreement is renewed after July 31, 2021).