TERMS OF SERVICE
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.
Article 1: Purpose of Terms
These Terms are set forth with regard to the PANAMA online services (“Services”) provided by BAXS, Inc.(“Company”).
Article 2: Definitions of Key Terms
For the purposes of these Terms, the keywords of the items below will have the meanings ascribed to them in their respective items.
- User Agreement: Agreement related to provision of Services, executed by and between the Company and an Customer under these Terms.
- Applicant: Corporation, organization, individual etc. that applies to the Company for provision of Services.
- Customer: Corporation, organization, individual etc. that enters into a User Agreement with the Company and receives provision of Services.
- Customer ID: Code used to identify an Customer.
- End User: Person using Services with approval of an Customer.
- User ID: Code designated by an Customer and used to identify an End User.
Article 3: Application of Terms
- The Company shall provide Services in accordance with the provisions of User Agreements, and Customer shall use same in accordance with their User Agreements and with conditions stipulated by the Company.
- The details of Services will be in accordance with the content on PANAMA’s services page as set forth elsewhere. The content of webpages linked from these Terms shall constitute a part of User Agreements.
Article 4: Amendment of Terms
- The Company shall be entitled to amend these Terms as necessary without prior consent of Customer. The renewed Terms of Service shall be applied to the Services
- In the case of an amendment under the preceding paragraph, the Company, within a prior notice period of at least 14 days, shall notify Customer of the provisions of new post-amendment Terms of Service or shall indicate same in/on the Services; provided, however, that notification shall not be given when the Company determines that an amendment is minor and will not be particularly disadvantageous to Customer.
- If an Customer cannot consent to Terms as amended, then notwithstanding the provisions of Article 31, such Customer will be entitled to terminate its User Agreement(s) by notifying the Company during the advance warning period of the preceding paragraph.
Article 5: Applying for User Agreements
- Applicants shall apply for use of Services by the method stipulated by the Company, with consent with these Terms. A User Agreement shall be deemed to have been executed at the point in time where the Applicant has thereupon commenced use of the Services. This Terms shall constitute a part of User Agreements.
- Notwithstanding the preceding paragraph, the Company may, in the following cases, opt not to accept an application for User Agreement or to withhold such acceptance.
（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.
- The effective term of a User Agreement shall be one year starting from the date on which the use of the Services begins (e., a date to which the Company has consented or to which the Company and the Customer have agreed in respect of an application to begin use).
- In the case where there has not been a request for termination by Company-designated method from an Customer to the Company or from the Company to such an Customer at least one month in advance of the expiration of the User Agreement, said User Agreement shall, with the date immediately following the expiration of said User Agreement as the agreement renewal date, be renewed for a further year under the same content, terms and conditions, and the same shall apply thereafter.
Article 7: Scope of Services
- The Company will provide environments that make it possible for Customer to use the Services by connecting to a Company-designated server via a telecommunication line from terminal devices operated by such Customer (g., PCs, tablets or smartphones; hereinafter, “Terminal Devices”), in accordance with Company-designated conditions.
- Customer will be entitled to download, via app delivery services (“Delivery Services”) provided by third parties, software for PC, tablet or smartphone terminals that is necessary for use of Services. The Company in no way guarantees the performance, particulars or continuity of Delivery Services. The Company will bear no liability even in the case where Customer are unable to obtain software for smartphone terminals as a result of a suspension or stoppage, caused by a failure or any other reason, of all or some Delivery Services.
Article 8: Restriction of Use
- Services are provided for the purpose of use in the operations of Customer themselves or of third parties of which such Customer have notified the Company, and cannot be used for commercial purposes (g., provision of services etc. to third parties of which the Company has not been notified, regardless of whether or not compensation is received).
- The use of Services by Customer shall be carried out by connecting to a Company-designated URL from a Terminal Device, and with the exception of the Terminal Device apps, Customer will not be entitled to directly download the software constituting Services or obtain such software by copying or other similar method.
- Customer cannot use a single User ID to utilize Services from multiple Terminal Devices simultaneously.
- Customer shall be entitled to allow only their officers or employees (including persons who conduct the business of such Customers’ in the office(s)) to use Services, and are not entitled to allow other third parties to use the Services.
- Customer shall inform End Users of the conditions set forth herein and shall cause said End Users to comply with.
Article 9: Modification of Services
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.
Article 10: Service Levels
- The Company will make commercially reasonable efforts to provide Services in a manner satisfying the standards indicated on the PANAMA’s services page.
- The service levels indicated on the PANAMA’s services page, except where otherwise indicated, set forth the Company’s non-binding targets in regard to the Services, and the Company will not pay damages or be otherwise held liable in the case where Service quality falls below such service levels.
Article 11: Customer IDs, User IDs etc., Passwords
- The Company will issue an Customer ID and password for such Customer ID to the Customer.
- User IDs and passwords for User IDs will be issued directly by Customer to End Users in accordance with methods and conditions of use specified by the Company.
- Customer shall, under their own care and custody, strictly manage Customer IDs, passwords for Customer IDs, and the User IDs and passwords for User IDs of End Users, to ensure that there is no unauthorized use of same.
- Customer will not be entitled to disclose or lend Customer IDs or User IDs to third parties in any case whatsoever.
- The Company will not bear any liability incurred by Customer as a result of unauthorized use of Customer IDs, passwords for Customer IDs, User IDs or passwords for User IDs. The Company will be entitled to deem all oeperetions of use of Services which occur following authentication by matching of an Customer ID with the password for such Customer ID or of a User ID with the password for such User ID to have been performed by the relevant Customer.
Article 12: Addition and Deletion of User IDs
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.
Article 13: Custodians
- Customer shall appoint custodians in regard to their use of the Services, shall notify the Company of same in writing, and shall conduct all communication etc. with the Company through such custodians.
- Customer shall promptly notify the Company when the custodians of such Customer have been changed.
- Customer shall cause custodians to oversee compliance with Terms of Service and shall be liable, as Customer, for all manifestations of intent, notifications, and other acts by such custodians.
Article 14: End Users
- Customer will appoint persons who will use Services (End Users) and issue User IDs to such End Users.
- Customer will be responsible for the assignment of User IDs and for End Users’ use of Services, and will strive, within the extent of such responsibility, to ensure that no unauthorized use etc. occurs.
Article 15: Telecommunication Lines
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.
Article 16: Data Management etc.
- The Company will entrust a third-party server administrator with the safekeeping of all data etc. which is input, provided or transmitted by Customer in connection with use of Services, and will be liable for any failure, malfunction or the like of Services that is attributable to such third party only when the Company has engaged in willful misconduct or been grossly negligent in the appointment or supervision of said party.
- Customer will preserve, under their own responsibility, all necessary information in regard to data etc. which they input, provide or transmit in connection with use of Services, and the Company will not be liable for any loss etc. of such information.
- The Company will, for the purpose of recovery from any loss due to failure, malfunction or the like, provide a data back-up function for saving the data input by Customer; provided, however, that the Company does not guarantee that all data will be preserved or restored by means of such function. It should be noted that the Company will charge a fee in instances of restoration through such function.
Article 17: Management of Personal Information
- In the case where data input to the Services contains personal information, the Company, in addition to complying with the provisions of these Terms, shall not use such information for any purpose other than provision of Services, and shall, in accordance with the Personal Information Protection Act and the Company’s Personal Information Protection Policy, implement and strictly manage reasonable security protection measures to ensure protection from loss, destruction, manipulation, divulgence and other similar risks.
- The Company shall, under its own responsibility, promptly destroy any personal information that is no longer needed for provision of Services, without retaining any copies.
- The provisions of this article shall remain in effect after the termination of User Agreements.
Article 18: Company’s Management and Use of Data, Information, etc.
- The Company will be entitled to use photo files input, provided or transmitted by Customer in connection with use of Services, for the purposes of maintaining, managing, improving, marketing, promoting and otherwise supporting Services, and Customer will consent to such use.
- The Company shall use statistical values such as an Customer’s state of use of Services or frequency of use of screens or items, for the purpose of statistical surveys intended for the maintenance, management, improvement, marketing or the like of Services, or shall, to the extent necessary for statistical surveys, analyze such information or utilize same after secondary processing; Customer will consent to the performance of such statistical surveys and secondary processing/utilization in advance.
- Except in the case set forth in Paragraph 1, the Company will, with the due care of a prudent manager, maintain the confidentiality of, and make efforts for the management of, data input by Customer.
- In the case where the Company has been asked to disclose or provide data or information related to Services in response to an order etc. from a court or other public agency having legal authority, the Company may disclose or provide information in accordance with such order etc.; Customer consent to the foregoing and shall raise no objections to such disclosure or provision.
Article 20: Method of Payment of Use Fees
- Customer shall pay fees for Services and consumption taxes etc. applicable thereto (“Use Fees etc.”) for the period from the date said Customer’s User Agreement is formed until the expiration date of such User Agreement.
- During the term of a User Agreement, the Customer shall pay Use Fees etc. for such term even when Services are unusable due to interruption or suspension of the provision of Services or due to any other reason.
- Customer shall pay the Use Fees etc. for Services to a financial institution designated by the Company, by a deadline designated by the Company, in accordance with an invoice from the Company. Moreover, all remittance fees and other costs necessary for such payments will be borne by the relevant Customer.
Article 21: Delay Damages
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.
Article 22: Outsourcing
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.
Article 23: Prohibitions
Customer shall not engage in any of the following conduct when using Services.
- Conduct that infringes the rights of others or otherwise violates laws and regulations, or is likely to do so;
- Conduct that contravenes public order and morality;
- Conduct that impedes use by other Customer or is likely to do so;
- Improperly accessing or cracking into the hardware or software constituting Services, or otherwise interfering with equipment etc.;
- Conduct that impedes the provision of Services or is likely to do so;
- Analyzing, reverse engineering, or otherwise attempting to obtain source codes for, the software constituting Services;
- Using or attempting to obtain another person’s User ID; or
- Accessing, modifying or manipulating another Customer’s data, or engaging in conduct likely to achieve the same result.
Article 24: Intellectual Property
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.
Article 25: Indemnifications
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.
Article 26: Principle of Personal Accountability
- Customer shall bear all liability for their use of Services, all of their conduct on Services (registration, access, deletion, transmission etc. of/to information), and all consequences of the foregoing.
- In the case where, in conjunction with use of Services, an Customer has caused damage to a third party for a reason attributable to such Customer or has been the subject of a claim or other demand from a third party, such Customer shall handle and resolve the matter under its own responsibility and at its own expense.
- Customer shall compensate the Company for any damage suffered by the Company through willful misconduct or negligence on the part of such Customer.
Article 27: Guarantee Restrictions
- The Company guarantees that Services will be provided in an substantially normal state in all material respects.
- The Company makes no guarantee that there will not be bugs or other errors in software constituting Services or that Services will be in alignment with Customers’ specific purposes of use. In addition, the Company does not guarantee that the Services will function normally when other software etc. is used or is used alongside Services on Terminal Devices.
- The Company’s liability in cases where material defects have been found in Services shall be limited to making efforts, to a commercially reasonable extent, to repair Services or delete the defects.
- This article contains the only guarantees relating to the Services.
Article 28: Disclaimer and Damage Restrictions
- The Company shall be held liable for Services only to the extent limited in accordance with the provisions of these Terms. The Company will bear no liability for any matters which are set forth in the provisions of these Terms as being not guaranteed, as being not subject to liability, or as being responsibilities of Customer.
- Even in the case where an Customer has suffered damage in connection with Services for a reason attributable to the Company, unless there has been willful misconduct or gross negligence on the part of the Company, the Company’s liability for damages shall not exceed the past six months’ worth of use fees paid by such Customer to the Company.
- Even in cases where the Company is held liable, no liability, regardless of whether contractual liability, tort liability, or liability arising due to any other claim, shall be borne for damage suffered due to an Customer’s lost business opportunities, lost profits, or destroyed or damaged data.
Article 29: Interruption of Services
- The Company shall be entitled to temporarily suspend the Services, regularly or as needed, for the purpose of maintenance work.
- When maintenance work is performed, the Company shall notify Customer in advance to that effect; provided, however, that in case of emergency, Services shall be suspended without prior notice and Customer shall be notified as soon as possible thereafter.
- In addition to the provisions of Paragraph 1 of this article, the Company shall be entitled to temporarily suspend Services in the case where the Company determines that an obstructive act etc. by a third party is likely to cause a material trouble for Customers, or in the case of any other unavoidable cause.
- The Company will not be liable for any adversity or damage suffered by Customer due to any suspension or interruption of Services which is implemented in accordance with this article.
Article 30: Discontinuation of Services
- The Company has the right to discontinue the Services in whole or in part at any time.
- When Services will be discontinued in whole or in part, the Company shall notify Customer of such Services at least three months prior to such discontinuation.
- In the case where, for a reason unforeseeable to the Company or for an unavoidable reason such as a natural calamity or the enactment, revision or abolition of laws, regulations or rules, the Company cannot give three months’ advance notice when discontinuing Services, the Company will notify Customer as soon as possible.
- If notice has been given in accordance with the procedures specified in this article, the Company will bear no liability for the consequences of discontinuing Services.
Article 31: Termination by Customer
- Customer are not entitled to terminate their User Agreements during the term specified in Article 6, Paragraph 1.
- In the case where an Customer wishes to terminate a User Agreement for its own reasons during a User Agreement term that has been extended under Article 6, Paragraph 2, said Customer shall notify the Company to that effect, by a Company-designated method, at least three months prior to the target date of termination.
Article 32: Termination by Company
- The Company shall be entitled to terminate User Agreements in whole or in part, without need of any warning to the Customer, when the Company determines that any of the following items is applicable.
（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.
Article 33: Handling after Termination of Agreements
- In the case where a User Agreement has terminated for any reason whatsoever, the Customer will immediately cease use of Services and will not be entitled to use Services from that point onwards.
- In the case where a User Agreement has terminated for any reason whatsoever, the Company shall, under its own responsibility, remove within 30 days of the termination of such agreement all relevant data stored in/on Services.
- The Company shall not be liable for damage suffered by Customer due to the removal of data under this article.
Article 34: Notifications
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.
Article 35: Prohibition on Assignment of Rights and Duties
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.
Article 36: Force Majeure
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.
Article 37: Cooperation
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.
Article 38: Governing Law and Jurisdiction
- The laws of Japan shall be the governing law with respect to the interpretation and application of these Terms.
- The Customer agree to settle all disputes arising in connection with Services in the exclusive jurisdiction of Tokyo District Court.