For the reference
This English version of the Terms of Service is translated only for the purpose of reference and not enforceable or applicable. The original Japanese Terms of Service shall be applied and executed for the Service.
These Terms are set forth with regard to the PANAMA online services (“Services”) provided by BAXS, Inc.(“Company”).
For the purposes of these Terms, the keywords of the items below will have the meanings ascribed to them in their respective items.
（１）If the Applicant does not actually exist;
（２）If there are false entries or omissions on a Company-prescribed use application;
（３）If the Applicant has been delinquent in or improperly attempted to avoid payment of fees for Services in the past;
（４）If it is suspected that the Applicant intends to use Services for the purpose of evaluation, analysis, or any other purpose different from the intended purpose thereof;
（５）If the Applicant or a representative or officer thereof constitutes an antisocial force (criminal organization, criminal organization member, etc.) or is likely to do so; or
（６）If there are other comparable grounds that the Company deems inappropriate.
Company may add or modify a part of Services at its discretion for the purpose of improving or adding functions to such Services from time to time; provided, however, that the Company does not guarantee that all Service functions or capabilities available prior to such an addition or modification will be retained thereafter.
Customer will be entitled to add to or reduce the maximum number of User IDs specified in a User Agreement by applying, by Company-prescribed method, to do so. Article 5 will apply mutatis mutandis to application procedures etc. in such cases.
The telecommunication lines used by Customer to connect to Services from Terminal Devices shall be secured and maintained under the responsibility and at the expense of said Customer themselves, and the Company will bear no liability therefor.
In the case where an Customer has not paid Use Fees etc. for Services even after the prescribed payment deadline has passed, such Customer shall pay delay damages in an amount calculated at a rate of 14.6% per annum for the number of days from the date immediately following such prescribed payment deadline until the date immediately preceding the date of payment.
The Company will be entitled to outsource to third parties all or a part of operations related to provision of Services, without the consent of Customer; provided, however, that the Company shall manage outsourcees under its own responsibility.
Customer shall not engage in any of the following conduct when using Services.
All intellectual property rights including copyrights, and all other rights, which relate to the components (e.g., software programs, databases, icons, images, text, manuals) constituting Services, shall belong to the Company or to third parties that have licensed such rights to the Company.
In the case where a third party has made a claim or any other demand in regard to intellectual property against an Customer in connection with use of Services, such Customer shall notify the Company immediately in writing, and the Company shall handle such claim etc. under its own responsibility and at its own expense; provided, however, that the foregoing shall not apply in the case where such claim etc. has been made for a reason attributable to the Customer itself (e.g., publication of images infringing the rights of others), or in the case where the Company misses the opportunity to take appropriate protective action because the Customer has not promptly notified the Company of the making of such claim etc. or because of any other similar reason.
（１）When the Customer has engaged in conduct that interferes with the Company’s business;
（２）When major assets of the Customer have been subject to attachment, provisional attachment, provisional disposition, coercive tax collection, or any other disposition by public authority, or when the Customer has been the subject of a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation;
（３）When the Customer has dissolved or transferred all of its business, or passed a resolution to do so;
（４）When a bill or check drafted or underwritten by such Customer has been dishonored or the Customer has otherwise entered a state of payment suspension;
（５）When the Customer has been the subject of a disposition for suspension of business or for rescission of business license or business registration from a competent authority; or
（６）When any of the grounds enumerated in Article 5, Paragraph 2 have arisen.
Notifications related to Services and all other notifications from the Company to Customer as set forth herein shall be given by email or by other method specified by the Company. Notifications shall take effect as of their transmission by the Company.
Customer shall not allow third parties to succeed to their contractual status under User Agreements, and shall not assign to third parties or allow third parties to succeed to all or any of their rights and duties under User Agreements, or provide such rights and duties as security for such third parties.
In the case where the fulfillment of Services has been hindered due to a natural calamity, to the enactment, revision or abolition of laws, regulations or rules, or to any other force majeure event, then notwithstanding any other provisions of User Agreements, the Company will bear no liability for any damage suffered by Customer due to such force majeure event.
In the case where an objection or concern has been raised among the parties as to the interpretation of these Terms or where a matter not provided herein has arisen, the parties shall cooperate in good faith to achieve an amicable resolution.