Offers MGR Terms of Use
These Terms of Use (Hereinafter referred to as the "Terms".) provide the conditions for the use of OffersMGR (The Services, including those associated with OffersMGR. Hereinafter referred to as the "Services.".) offered by Overflow Co., Ltd. (Hereinafter referred to as the "Company".), and apply to all Users and Registration Applicants as defined in Article 2 in using this service. USERS MUST READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. Users may not use the Services if they do not agree to these Terms.
1.(Application)
- (1)The purpose of these Terms is to set forth the terms and conditions of the provision of the Services and the rights and obligations between Our Company and Client in respect of the use of the Services, and these Terms apply to all cases related to the use of the Services between Client and Our Company.
- (2)In the event that Our Company (a) adds individual provisions or additional provisions concerning the Service (Hereinafter referred to as "Individual Additional Terms".) on the use screens or Our Company Website (as defined in the following Article) related to the Service or (b) sends Individual Additional Terms to the client by e-mail, etc., those Individual Additional Terms shall also constitute a part of these Terms, and if the Individual Additional Terms conflict with these Terms, those Individual Additional Terms shall prevail.
2.(Definitions)
Words used in these Terms shall have the meaning set forth below:
- (1)"Our Company Website" means the website offering the Services which is operated by Our Company.
- (2)"Registration Applicant " means a person who desires to use the Services.
- (3)"User" means a corporation (Includes sole proprietors.) that has been registered as a user of the Services pursuant to Article 4.
- (4)"Member" means the Client's officers and employees or the registered in the manner prescribed by Our Company as subjects whose activities, etc. are to be analyzed, visualized and diagnosed through the Services.
- (5)"External Services" means any services provided by third parties such as GitHub, Jira or Slack that are linked to the Services and separately designated by Our Company;
- (6)"Content" means any information (including but is not limited to text, images, videos and other data) that User may access on the Services or Our Company Site.
- (7)"User Content" means Content that the User describes, records, uploads or transmits on the Services.
- (8)"Intellectual Property Rights" means all patent rights, utility model rights, trademark rights, design rights, copyrights (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan.), and other intellectual property rights (including the right to apply for such rights and to proceed with procedures such as registration, renewal or extension of such rights.) under any country, state, territory, or jurisdiction.
- (9)"Antisocial Force" means an organized crime group, a member of an organized crime group, a person for whom five (5) years have not elapsed since he/she has ceased to be a member of an organized crime group, a quasi-member of an organized crime group, a related company of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, a group engaging in criminal activities under the pretext of conducting political activities, a crime group specialized in intellectual crimes, or any other group or member thereof that conducts antisocial activities.
- (10)"Laws and Regulations, etc." shall mean collectively laws, government decrees, circular notices, rules, orders, ordinances, guidelines and other regulations.
3.(Amendments to these Regulations)
- (1)Our Company shall reserve the right to change these Terms, if Our Company deems it necessary, in any of the following cases:
- 1. Any changes to these Terms will serve the general interests of the User;
- 2. If the change to these Terms is not contrary to the purpose of the contract and is reasonable in light of the necessity of the change, the appropriateness of the contents after the change, the contents of the change or any other circumstances pertaining to the change.
- (2)In the case of the preceding paragraph, Our Company shall, no later than prior to the effective date of the changed Terms, post on Our Company Website or the Services a notice to the effect that the Terms will be changed, the content of the changed Terms and its effective date, or notify the User thereof by electromagnetic means such as e-mail.
- (3)Our Company may amend these Terms by obtaining the consent of the User in any manner prescribed by Our Company in addition to the provisions of the preceding two Paragraphs.
4.(Registration)
- (1)A person seeking registration may apply for registration as a User to Our Company by agreeing to comply with these Terms and submitting this application to Our Company along with the necessary entry in the application form designated by Our Company (Hereafter referred to as this "Application"). When applying for the registration, the Registration Applicant shall provide Our Company with certain information as specified by Our Company (Hereinafter referred to as "Registration Information".) in a manner specified by Our Company.
- (2)If any of the following applies to a person requesting registration, such person must not apply for registration and if any of the following applies during the effective term of these Terms, the person requesting registration must immediately notify Our Company. Our Company may refuse the registration without prior or ex post facto notice if the Registration Applicant falls under or is likely to fall under any of the following items. Our Company will not disclose the reason for such refusal of registration.
- 1. If all or part of the registration information provided to Our Company is false, erroneous or omitted;
- 2. When the party belongs or belonged to, or has any interaction or involvement, etc. with Antisocial Force;
- 3. If a person has breached the contract or other agreement with Our Company in the past, or the registration for the Service or any other service of Our Company has been refused or canceled by Our Company, or if the Registration Applicant is any of its affiliates of such person;
- 4. If the Employee engages in, or is likely to engage in, any act that violates this Terms;
- 5. In other cases that Our Company deems the registration inappropriate.
- (3)Our Company will, at Our Company's discretion, decide whether to approve or refuse the registration of the Registration Applicants, and if Our Company approves the registration, it will notify the Registration Applicants to such effect. The process of the registration shall be completed when Our Company notifies as stipulated in this paragraph, and Our Company shall give the User ID and password to the Registration Applicants at the same time as the completion of the registration.
- (4)Upon completion of the registration in the preceding paragraph, a service use agreement in accordance with various provisions of these Terms (hereinafter referred to as the "Subscription Agreement".) shall be deemed to be executed between the Registration Applicant and Our Company, and the User may use the Services in accordance with the manner prescribed by Our Company within the scope of the purpose of these Terms and to the extent not violating these Terms.
5.(Usage Fee)
- (1)For the use of the Services, User shall pay Our Company the use fees prescribed by Our Company in accordance with the service plan and the details of use described in the application, in accordance with the due date and payment method described in the application.
- (2)In the event User is late in paying the use fees, User shall pay Our Company a late fee at the rate of 14.6% per annum.
- (3)Our Company may change the amount or plan of the use fees if Our Company deems it necessary. In this case, Our Company shall, prior to the effective date of the change, post on Our Company Website or the Services, or notify the User by electronic mail or other electromagnetic means of the effect of the change and the content and effective date of the change. However, Our Company shall obtain User's consent in the manner prescribed by Our Company for any amendment if an applicable law requires User' s consent.
- (4)If the User notifies Our Company of suspension of use of the Service in the middle of the term of use of the Service as specified by Our Company, the registration will be expired until the period of use corresponding to the use fees already paid to Our Company. Registration will not be expired during the period of use corresponding to the use fees already paid to Our Company, and the use fees for that period will not be refunded.
- (5)Our Company may use third party settlement processing services for the settlement of payments and information processing relating to the Services and other use of the Services. Our Company shall have no liability for any controversies, claims, suits, infringements or damages arising from or related to any third party's use of the third party settlement processing services.
6.(User's Obligations)
- (1)User shall use the Services in accordance with these Terms and the terms and conditions of use or instruction manual, etc. of the Services as separately set forth by Our Company.
- (2)User warrants the accuracy of the Registration Information and any and all other information provided to Our Company during the term of this Subscription Agreement.
- (3)If there are any changes to the Registered Information during the effective term of this Subscription Agreement, the User must notify Our Company of such changes without delay in a manner designated by Our Company.
- (4)The User shall be responsible for providing any equipment (e.g. personal computer), software (OS, application, browser, etc.) and Internet connection environment required to use the Services at its own cost.
- (5)At its own responsibility, User shall, or shall cause Members to, link their External Service accounts required to use the Services with the Services (This includes unlinking). In addition, the User shall, at its own responsibility, provide explanations to Members and obtain consents from Members with respect to such coordination, etc., obtaining in the Services certain information in such accounts through such coordination, etc., and analyzing and visualizing the activities of Members in the Services based on such information, etc.
- (6)Any Dispute arising between a User and a Member due to, among other things, a User's failure to perform its obligations set forth in the preceding Paragraph shall be dealt with and resolved by the User at its own expense and responsibility, and Our Company shall assume no responsibility for such Dispute.
- (7)The User must, at its responsibility, appropriately manage and store the password and the User ID relating to the Services, and shall not allow any third party to use them or loan, assign, change the name of, sell or purchase or otherwise dispose of them. If Our Company confirms that the User ID and password match, the User registered with such User ID and password is deemed to have used the Services, and the User acknowledges and agrees to this in advance.
- (8)User shall be fully liable, and Our Company shall assume no liability, for any damages arising from User's inadequate management, misuse, use by third parties, etc. of the password or User ID.
- (9)The User shall immediately notify Our Company and follow the instructions of Our Company in the event that the password and the User ID for the Services are found to have been stolen or used by a third party.
- (10)Upon Our Company's request, User shall provide Our Company with such information as Our Company deems necessary to provide the Services or maintenance services for the Services.
- (11)Before using the Services, the User shall appoint a contact person who serves as a point of contact with Our Company (hereinafter referred to as "Contact Person".) and notify Our Company of such contact information. In the event of a change in the Contact Person, the User shall promptly provide the new Contact Person information.
7.(Prohibitions)
User shall not perform any of the following acts in connection with use of the Services:
- (1)Act in violation of this agreement
- (2)Any act in violation of the Laws and Regulations, etc. or any act related to criminal acts;
- (3)Fraud or intimidation against Our Company or a third party;
- (4)Act against public order and morals
- (5)Act in relation to anti-social activities or provision of benefits to anti-social forces;
- (6)Act of infringing upon Our Company intellectual property rights, portrait rights, rights, reputation or other rights or interests of privacy or a third party;
- (7)Act of defaming Our Company or a third party
- (8)Act of imposing excessive load on the network or system, etc. of Our Company;
- (9)Act of illegally accessing or attempting to access Our Company network or System, etc;
- (10)Pretend to be a third party, misrepresent your relationship with another person or entity, or conceal or attempt to conceal your identity.
- (11)Act of using or causing to be used the User ID and password of another User;
- (12)Act of causing disadvantage, damage, etc. to Our Company or a third party
- (13)Reproduce, sell, publish, or otherwise use any information obtained through the Services, except as expressly permitted in these Terms or as otherwise permitted by Our Company;
- (14)An act of actually or potentially interfering with the operation of the Service or impairing Our Company's credibility.
- (15)Copy, distribute or disclose any part of the Services;
- (16)Modify, delete, decompile, disassemble, scrape, or reverse engineer the Services or the programs related to Our Company Site or use network monitoring or detection software to determine the site architecture of an Our Company Site;
- (17)Act of obstructing or impairing the consistency or security of the system of the Service, or attempting to decipher the transmission to or from the server executing the Service;
- (18)Upload any invalid data, virus, worm, or other software agent through the Services;
- (19)Collect or acquire personally identifiable information (Contains the client ID.) through the Services.
- (20)Use the Services for commercial purposes or to benefit third parties, except as expressly permitted in these Terms or as otherwise authorized by Our Company;
- (21)Directly or indirectly causing or facilitating any of the acts set forth in the preceding items.
- (22)Any other acts that Our Company deems inappropriate.
8.(Service Modifications, Stops, and Interruptions)
- (1)Our Company may change the contents of the Services or terminate the provision of the Services at Our Company's discretion. If Our Company ceases to provide the Services, Our Company will give prior notice to the User.
- (2)Our Company may, without prior notice to User, temporarily suspend or discontinue the provision of all or any part of the Services if:
- 1. When periodic or emergency inspection or maintenance work of the computer systems related to the Service is conducted;
- 2. It becomes difficult to provide the Services due to a computer or communication line failure, misoperation, excessive concentration of access, unauthorized access, hacking, or any other unexpected cause;
- 3. When there is a security problem with the Service;
- 4. When the operation of the Service becomes impossible due to force majeure such as an earthquake, lightning strike, fire, wind and flood damage, blackout, natural disaster, epidemic of disease or infectious disease; or
- 5. When it becomes difficult to lawfully operate the Services; or
- 6. If Our Company otherwise reasonably determines that suspension or interruption of the Services is necessary, Our Company will assume no liability for any damages incurred by the User as a result of measures taken by Our Company pursuant to this Article.
9.(Cancellation)
- (1)User may terminate this Subscription Agreement by notifying Our Company in the manner prescribed by Our Company. In this case, User shall not be able to use the Services from the effective time of termination specified by Our Company. provided, however, that this Subscription Agreement and User’s registration shall not be terminated during the period of use of the Services corresponding to the usage fees already paid to Our Company, and this ubscription Agreement shall be terminated at the time of expiration of such period of use.
- (2)Upon termination of these Terms, Our Company will not refund any fees for the Services already received.
- (3)Upon termination, any and all amounts owing by the User to Our Company shall be automatically accelerated and the User shall immediately pay all such amounts to Our Company.
- (4)If User no longer has the right to use the Services for any reason, including, but not limited to, the User ID and User Content, User will no longer be able to use the Services.
10.(Termination)
- (1)Our Company may temporarily restrict User's use of the Services or terminate this Subscription Agreement without prior notice or demand to User in the event that User:
- 1. If the Lessee breaches any provision of these Terms or any matter guaranteed by the Lessee (The proviso of Article 541 of the Civil Code shall not apply.);
- 2. If the registration is rejected as set forth in any of the Items of Article 4, Paragraph 2;
- 3. If the other party suspends payment or becomes insolvent, or if a petition is filed for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings or commencement of any similar proceedings;
- 4. In the case where the other Party resolves or decides to commence dissolution or liquidation procedures;
- 5. If there is no response for 7 days or more to inquiries or other communication from Our Company requesting a response; or
- 6. If Our Company otherwise considers it inappropriate to be the User.
- (2)If a client falls under any of the items of the preceding paragraph, any and all obligations owed to Our Company shall be automatically accelerated and immediately become due and payable to Our Company.
- (3)Our Company will not be liable for any damage caused to the User as a result of measures taken by Our Company under this Article and will not refund any fee for the use of the Services.
11.(Intellectual Property Rights)
- (1)All the intellectual property rights in the Services (Excludes client content.) shall belong to Our Company or a person who has granted a license to Our Company and the execution of the Subscription Agreement or the grant of the use of the Services shall not mean license of the intellectual property rights in the Services.
- (2)User hereby represents and warrants to Our Company that User has the lawful right to use the User Content through the Services, that the content of the User Content is true and accurate, and that the User Content does not infringe the rights of any third party.
- (3)The intellectual property rights in the User Content are reserved by User or its licensors. provided, however, that Our Company may use User Content free of charge to the extent necessary to provide the Services to such Users.
- (4)User agrees that it will not exercise its moral rights in User Content against Our Company and Our Company's designees.
12. Exemption and Compensation
- (1)Our Company provides the Services as is, and Our Company makes no warranty, express or implied, that the Services will be fit for any particular purpose of User, the accuracy, usability, veracity, merchantability, fitness for purpose or other aspects expected by User or that they comply with laws and regulations.
- (2)Our Company is under no obligation to store any Registration Information, User Content, or other User information. User is responsible for preserving the information required by the Services.
- (3)Our Company will not be responsible for any services, information, management of personal information, etc. provided by any third party who is a provider of External Services linked to the Services.
- (4)Our Company shall not, under any circumstances, be liable for any damage, loss or infringement of rights caused by hacking, alteration or any other unauthorized access to or use of the Services or User accounts set forth in this Terms.
- (5)Our Company shall not be liable for any damage incurred by User or any third party in connection with the Services such as provision, delay, change, interruption, discontinuance, suspension or abolition of the Services, or leakage or loss of information, etc. registered or provided through the Services.
- (6)The User shall deal with and settle any transactions, communications, disputes, etc. arising between the User and any other third party in relation to the use of the Services at its own cost and responsibility, and Our Company shall not be responsible for the same.
- (7)NOTWITHSTANDING ANY OTHER DISCLAIMER PROVISIONS IN THESE TERMS, Our Company Our Company 'S TOTAL LIABILITY TO USER FOR DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS AND FOR ANY REASON WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT OF USE FEES ACTUALLY RECEIVED BY Our Company FROM SUCH USER UNDER THIS AGREEMENT, EXCEPT IN THE CASE OF WILLFUL OR GROSS NEGLIGENCE BY Our Company, AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, FUTURE OR LOST PROFITS DAMAGES.
- (8)User shall indemnify Our Company or any of its affiliates from and against any and all losses, expenses, damages, liabilities (This includes reasonable attorneys' fees and court costs.) incurred by any of them in connection with any act by User that violates this Terms.
13.(Privacy)
Our Company will handle any personal information obtained by Our Company in connection with the Services in accordance with Our Company privacy Policies. User agrees that Our Company will handle Personal Information in accordance with this privacy policy.
14.(Method of Notice and Communication)
Unless otherwise set forth in these Terms, any notice or communication from Our Company to the User in connection with the Services shall be sent by email to the email address registered in the Registration Information, sent by post to the registered address, posted on the Services or made in any other manner as deemed appropriate by Our Company.
15.(Confidentiality)
- (1)Our Company and User shall treat as confidential, during the effective term of this Terms and even after the termination hereof, and shall not disclose or divulge to the others without prior written consent of the other party, except as otherwise provided herein, any technical, business or other information of the other party which has been disclosed by the other party in connection with the use of the Services.
- (2)The party who has received the disclosure set forth in the preceding paragraph shall return or destroy the confidential information set forth in the preceding paragraph, as well as the documents and other recording media in which such information is stated or recorded and all of their reproductions, etc. without delay in accordance with the instructions of the other party if so requested by the other party or if thisSubscription Agreement is terminated.
16.(Elimination of Antisocial Forces)
- (1)Our Company and User may terminate this Subscription Agreement without any demand to the other party if the other party falls under any of the following:
- 1. If such Party is deemed to belong to any Antisocial Force; or
- 2. When it is deemed that the Antisocial Force is substantially involved in the management of the party;
- 3. If it is deemed that the other party uses Antisocial Forces; or
- 4. If it is deemed that the other party is related to the Antisocial Force by providing funds or benefits to it; or
- 5. Having a socially reprehensible relationship with Anti-Social Forces
- 6. If it uses or has a third party use fraudulent means, violent act or threatening words against Our Company or any related parties of Our Company;
- (2)Either Our Company or User may terminate this Subscription Agreement without any demand if the other party commits any of the following acts by itself or through a third party:
- 1. Making a violent demand;
- 2. Making an unreasonable demand beyond legal responsibility;
- 3. Using intimidation or violence in relation to transactions;
- 4. Impairing the credibility of Our Company or interfering with the business of Our Company by spreading rumors, or using fraudulent means or force; or
- 5. any other act equivalent to any of the preceding items.
- (3)Our Company and the User shall represent that they are not any of the Anti - Social Forces, or entities whose management is substantially involved with the Anti - Social Forces, and covenant that they will not fall under any of them in the future.
- (4)Neither Our Company nor the User shall compensate or indemnify the other party for any expenses, losses or damages incurred by the other party as a result of the termination of this Subscription Agreement pursuant to the provisions of this article.
17. Assignment
- (1)User may not assign, transfer, provide as security or otherwise dispose of the status or the rights and obligations under the Subscription Agreement to any third party without the written consent of Our Company.
- (2)In the case where Our Company assigns the business pertaining to the Services to a third party, Our Company may assign the status, rights and obligations under the Service Agreement, the Registration Information, User Content and other information to the assignee of such business assignment along with such business assignment, and the User shall agree to such assignment in advance based on the consent to these Terms. The same shall apply to a comprehensive succession such as a merger or company split in which Our Company becomes the disappearing or splitting company.
18. Severability
If any provision or any part of provision of these Terms is held to be invalid or unenforceable by laws, etc., the remaining provisions or parts of these Terms shall remain in full force and effect, and Our Company and the User shall endeavor to correct the invalid or unenforceable provision or part to the extent necessary to make it legal and enforceable in order to secure the purport of the invalid or unenforceable provision or part and the same legal and economic effects.
19.(Governing Law)
These Terms and the use of the Services shall be governed by the laws of Japan.
20.(Jurisdiction)
The Tokyo District Court shall be the court of first instance having exclusive jurisdiction over any dispute that may arise out of or in relation to the use of the Services or these Terms.