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Shiftall VR Manager Terms of Use
These Terms of Use set forth the license terms and other terms and conditions for the use of the Product (as defined in Article 1.5) applicable to this Agreement between Shiftall Inc. (hereinafter referred to as "Shiftall", "we", "our" or "us") and the user of Shiftall VR Manager (hereinafter referred to as the "Application") user (hereinafter referred to as "User"). Users agree to be bound by the Terms of Use when Users or Associate Users (as defined in Article 6.1) (hereinafter, Users and Associate Users are collectively referred to as "Users, etc.") install, use or copy the Application in whole or in part. Users, etc. may not register as a member, use, or reproduce the Application in any way without agreeing to the Terms set forth herein. Minors must obtain the prior consent of a legal representative, such as a person with parental authority, to use the Product prior to entering into these Terms of Use and this Agreement.
1. Definitions
The meanings of the terms used in this Agreement shall be as set forth in the following Paragraph.
1.1. "Terms of Use" means the Shiftall VR Manager Terms of Use.
1.2. "Related Materials" means the Application and any documents necessary for the use of the Application, and any other materials related to the Application provided by us to the User.
1.3. "Website" means the website that provides information, explanations, distribution, membership registration, billing, and other functions for the Product.
1.4. "Product" means collectively the Application, Related Materials, and Website.
1.5. "Agreement" means the agreement between us and the User with respect to the use of the Product, and these Terms of Use.
2. Attribution of Rights
All rights related to copyrights and other intellectual property rights, including information relating to the Product and to the appearance, structure, and configuration of the Product (hereinafter referred to as "Rights Related to the Product") belong to us and to the original right holders who have granted us the right to license their rights to the User in accordance with these Terms of Use. The rights to the Product shall not be transferred from us to the User by the execution of this Agreement.
3. License
3.1. The User may use the Product only under the terms of this Agreement, the Terms of Use posted on the Website, and other Terms of Use prescribed by us. We shall grant the User a non-exclusive license to use the Application to the extent necessary for use of the Product under such Terms of Use. The following is a summary of the Terms of Use of the Agreement. This non-exclusive right to use the Application shall be limited to the countries and regions where products are sold by us and may not be transferred to any third party.
3.2. In order to use the Product, the User may be required to create an account after registering information specified by us in advance. In this case, the user must register true, accurate, and complete information when creating the account, and must notify us in a manner designated by us so that the user's information pertaining to such registration is always up-to-date.
3.3. When registering authentication information for use of the Product the User shall be responsible for managing such information strictly to prevent its unauthorized use. We may deem any and all acts performed using the registered authentication information to be those of the User himself/herself.
3.4. We may delete accounts that have not been accessed for more than one year without prior notice to the User and without obtaining the User's consent.
3.5. All rights of the User to the Product under this Agreement will cease to exist upon deletion of the account for any reason whatsoever.
3.6. Except as otherwise specifically provided in these Terms of Use, no person other than the User may use the User's account, and the User shall not allow any person other than himself/herself to use his/her account.
4. Publication of Results, etc.
The User agrees without objection that we may disclose or publish the fact that the Users, etc. use the Product to a third party.
5. Purpose of Use
The User may use the Product or other services provided by us to the User in connection with or related to the Product, himself/herself in accordance with this Agreement and these Terms of Use (hereinafter referred to as the “Services"). The User may reproduce the Product and Related Materials only for the purpose of using the Product, and only as many times as is reasonably necessary in light of the said purpose.
6. Prospective users
6.1. The User may request us to authorize a third party other than the User to use the Product (whether by sublicense, loan, resale, lease, or any other name), and if we authorizes use of the Product by the third party requested by the User in writing, email, any social networking service (hereinafter referred to as “SNS”), or any other means of communication designated by us in advance, such third party (hereinafter referred to as "Associate User") may be authorized. The third party may use the Product within the scope of the authorization granted by us.
6.2. The User shall make the Associated User agree to these Terms of Use and this Agreement. In the event of any misunderstanding between the User and Associated User the provisions of the Terms of Use and this Agreement shall prevail.
7. Method of Use and Responsibilities of Users
7.1. The user shall use the Product in compliance with the conditions and methods described in each provision of this Agreement and Related Materials.
7.2. The User shall not infringe upon the rights of authors, neighboring rights, or moral rights of authors when using the Product, and shall comply with all laws and regulations concerning intellectual property rights, including copyright laws and treaties concerning such rights in Japan and abroad.
7.3. The User shall, at its own responsibility, obtain, purchase, manage, maintain, and otherwise secure the conditions and environment necessary to use the Product, including, but not limited to, computers, internet, telecommunication services, and other necessary equipment that will serve as clients (computers that request services or resources from the server) of the Product.
7.4. The User shall not only comply with each provision of this Agreement by himself/herself but shall also ensure that the Associate Users comply with each provision of this Agreement, including the preceding three paragraphs. If an Associate User violates any provision of this Agreement the violation by the Associate User shall be deemed to be a violation by the User, and the User shall be liable to us for any violation by the Associate User.
7.5. If the User receives any objection, claim, complaint, assertion of right, or demand to bear any expense, damage or loss from any third party arising out of or in connection with the use of the Product by the User or any of the Associate Users. It is the User’s responsibility to resolve all such disputes without causing any loss or damage to us.
8. Prohibited Matters
Users, etc. shall not engage in any of the following acts:
8.1. Acts in violation of these Terms of Use, this Agreement, or any other contract or agreement between the User and us.
8.2. Interfering with our performance of our obligations under these Terms of Use, our provision of the Product or the Service, or the management and operation of equipment and facilities.
8.3. Acts that damage or may damage our credibility.
8.4. The act of using the Product under the name of another person or fictitious name other than the User's own, or the act of declaring to us a name other than the User's own as an Associate User.
8.5. Sublicense, lend, resell, lease, or otherwise allow a third party (excluding an Associate User) to use all or part of the Product without obtaining our prior written consent in writing, via email, SNS, or other methods designated by us.
8.6. An act of assigning, transferring, or having a third party succeed to or assume the position of User, or the rights and obligations arising from this Agreement to the User without our prior written consent, by email, SNS, or by any other method designated by us.
8.7. Reverse engineering, decompiling, disassembling, deciphering, excerpting, modifying, adapting, or otherwise attempting to elucidate the source code of this Application, as well as creating a product that imitates this Application, or modifying, adding to, or adapting this Product.
8.8. The use of the software in combination with hardware other than the specific hardware approved by us, or any act of facilitating such use. Specific hardware refers to hardware sold by us or hardware separately authorized in writing by us.
8.9. The act of redistributing the Product to third parties, whether for a fee or free of charge, as well as the act of storing the Product on a network in a state accessible to third parties.
8.10. Transferring or storing data that may infringe upon the intellectual property rights or other rights of a third party, invade the privacy of a third party, or damage the reputation or credibility of a third party.
8.11. Transferring or storing any data containing computer viruses or other harmful computer code, including files containing such code.
8.12. Criminal acts, acts that incite or facilitate criminal acts, or acts that may lead to criminal acts.
8.13. Conduct that offends public order and morals.
8.14. Any act that harms or may harm the dignity, credibility, or social reputation of the Product.
8.15. Intentionally providing false information or similar acts.
8.16. Any act that uses or may use the Product in a way or manner that interferes with the communication of a third party.
8.17. Unauthorized access, cracking, attacking, or similar acts to computers, telecommunications equipment, etc. operated by us or a third party.
8.18. Any act that discriminates against or defames us or third parties, or infringes on their honor, trust, privacy, or other personal or property rights, or any act that may lead to such an infringement.
8.19. Collecting, obtaining, disclosing, providing, altering, erasing, or otherwise improperly using personal information or other information about third parties through deception or other wrongful means, or similar acts.
8.20. Acts that violate or may violate laws and regulations.
8.21. Other acts similar to the preceding Paragraphs.
9. Suspension of Use
9.1. If we recognize that the User has committed or may have committed any act prohibited in Article 8 or any other act in violation of these Terms of Use or this Agreement, we shall immediately request the User to stop using the Product, or suspend permission to access the Website or other our systems. We may take any other measures that it deems necessary to stop the use of the Product by the User without obtaining the User's consent.
9.2. We may suspend or discontinue all or part of the Website and or the Application without prior notice to the User in the event that we determines that any of the conditions exist:
9.2.1. Need of maintenance, inspection, or updating of computer systems pertaining to the Application.
9.2.2. Provision of the Application becomes difficult due to Force Majeure such as earthquake, lightning, fire, power outage, natural disaster or public health emergency.
9.2.3. Accidental shutdown of computers or communication systems, etc.
9.2.4. In addition to the preceding items, when we determine that it is difficult to provide the Application, or when it is necessary to suspend or discontinue the provision of all or part of the Application.
9.3. We may suspend or terminate updates to all or part of the Website and the Application without prior notice to Users.
9.4. We shall not be liable for any damages incurred by users or third parties as a result of the implementation of the measures described in the preceding paragraphs.
10. Exemption from Liability
10.1. We do not guarantee any of the following items:
10.1.1. That there will be no interruptions or errors in the use of the Product and that the Product will always function properly.
10.1.2. That no defects will occur with respect to the Product as a result of OS version upgrades or updates to the Application.
10.1.3. That no bugs or discrepancies in interpretation of system specifications are inherent in the Application.
10.1.4. That the Product fully satisfies the User's requirements and objectives.
10.1.5. The system specifications of the Application are designed for a specific purpose including, but not limited to, the requirements and objectives of the Users, etc.
10.1.6. That the Product will operate properly in the environment in which the User uses the Product.
10.1.7. That no malfunction or failure of the User's equipment will result from or in connection with the use of the Product.
10.1.8. The Product shall be available for use in perpetuity.
10.2. In the event that the Product does not operate in accordance with the specifications we provided to the User in advance, we shall reasonably provide technical support based on such agreement only when we and the User specifically agree in writing, by electronic contract, or by any other method we specify. We shall implement such measures as it deems necessary. If the User does not conclude such an agreement ,we shall not be obligated to respond to individual inquiries from the User, provide individual support regarding usage methods, or provide any other support.
10.3. The User agrees without objection in advance that the Product may include services or content provided by third parties (hereinafter referred to as "Third Party Services"), that we are not responsible to the User for Third Party Services, and that Terms of Use and other conditions stipulated by the third party that provides Third Party Services may apply to the use of the Third Party Services.
10.4. We shall not be liable for any damages (loss of data, loss of production, loss of business opportunity, loss of sales, loss of opportunity to enter into contracts with third parties, damage to reputation, direct damages, indirect damages, positive damages, lost profits, special damages, incidental or consequential damages, or any other damages or losses) incurred by the User arising from or related to the Product or the use of the Product, except if the User proves the loss was caused by our default under this Agreement. We shall not be liable for any loss or damage, whether foreseen or unforeseeable, arising out of or in connection with the User's failure to perform its obligations under this Agreement.
10.5. We shall not be liable for the Product or the use of the Product by the User, except as specifically provided in these Terms of Use or this Agreement, or in the event that the User incurs damages due to our default.
11. Collection of Information
The User agrees without objection that we may request the User to disclose information regarding the computer on which the Application is installed, or that we may collect, review, and analyze such information ourselves, for the purpose of improving the quality of the Product and related products, providing related support, distributing information, conducting statistical research, advertising, and promoting the Product.
12. Keeping secrets
12.1. The party who has received Confidential Information (hereinafter referred to as the "Recipient") shall treat the Confidential Information (meaning the information listed in each of the following items) as confidential. The party disclosing Confidential Information to the other party (hereinafter referred to as the "Discloser") shall not disclose or divulge the Confidential Information to any third party without the prior consent of the Discloser in writing, by email, SNS, or by any other method designated by us.
12.1.1. Information described or recorded in a document, article, electromagnetic recording medium, or other tangible object, which is clearly marked as confidential by the Discloser as "Top Secret", "Strict Confidential", "Confidential", etc. (hereinafter referred to as a "Confidential Indication").
12.1.2. Information that is impossible or extremely difficult for the Discloser to attach a Confidential Indication to (whether it be intangible, such as oral communications or visual images, or tangible objects), and which the Discloser clearly indicates as confidential at the time of disclosure, either orally or by other means, and subsequently provides to the Recipient within two days of the disclosure a document that includes a Confidential Indication, specifying the title, summary, date, location of the information transfer, and other details necessary to identify the confidential information.
12.2. In the case of Article 12.2.3, the Recipient shall notify the Discloser in writing, by email, SNS, or any other method designated by the Operating Team immediately after the necessity of disclosure becomes clear (or prior to disclosure, if possible).
Notwithstanding the preceding paragraph, the Recipient may disclose Confidential Information only in the following cases:
12.2.1. Disclosure to its own directors, officers, or employees.
12.2.2. Disclosure to attorneys, certified public accountants, tax accountants, judicial scriveners, and other persons who are obliged to maintain confidentiality under the law.
12.2.3. Disclosure is required by law, regulation, government or court order, or information that can be disclosed by law without the consent of the Discloser, to the extent that such disclosure is required and possible.
12.3. Information that falls under any of the following items shall not be included in Confidential Information:
12.3.1. Information that was already public knowledge at the time of receipt or information that became public knowledge after receipt through no fault of the Recipient.
12.3.2. Information already in the Recipient's possession at the time of receipt.
12.3.3. Information legitimately obtained by the Recipient from a third party without any obligation of confidentiality.
12.3.4. Information independently developed by the Recipient not based on Confidential Information.
12.4. In the event that we outsource all or part of our operations related to the Product or the Service under these Terms of Use to a third party, we may disclose Confidential Information to such third party to the extent necessary for the performance of such operations in accordance with these Terms of Use. The User agrees to such disclosure without objection in advance.
12.5. The User acknowledges in advance that the Operating Team may unintentionally obtain information from the computer used by the User without the User's knowledge in the event that it is necessary for the Operating Team to access the computer in the course of the performance of its duties, such as maintenance, administration of the Product.
12.6. Notwithstanding the provisions of the preceding paragraphs, we shall handle Personal Information (as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information, Act No. 57 of 2003) provided by Users in compliance with said Act.
13. Modification of these Terms of Use, etc.
13.1. We may change the contents of this Agreement, the Product, the specifications of the Application, or any other contents of the Service at our discretion without obtaining the prior consent of the User.
13.2. We shall, at least one month prior to any modification of these Terms of Use, post on the Website or any other website established by us the fact that these Terms of Use are to be modified, the content of the modified Terms of Use, and the effective date of such modification.
13.3. Changes to these Terms of Use, pursuant to Article 13.1, shall be applied from the effective date specified in the preceding paragraph.
14. Support Services
We provide support services and other services related to the use of the Product for a separate fee. The User acknowledges, without objection in advance, that in order for the User to receive such services, the User shall be required to enter into a separate agreement with us.
15. Compensation for Damages, etc.
15.1. In the event that the User causes damages (including attorney's fees, lost profits, special damages, positive damages, direct damages, and indirect damages, including those based on claims from third parties) as a result of or in connection with the User's conduct of the prohibited actions in Article 8 or any other violation of any provision of this Agreement or these Terms of Use, the User shall be liable to fully compensate for such damages.
15.2. If we are liable for damages to the User (except in cases where such damages are caused by our intentional or gross negligence, etc.), the scope of damages shall be limited to ordinary damages directly and actually incurred by the User, regardless of the cause, and we shall not be liable for any lost profits, indirect damages, consequential damages, or special damages. In such cases, the amount of damages for which we shall be liable to the User, regardless of the cause, shall in no event exceed the total amount of the Product usage fees actually paid by the User to us for the Product.
16. Cancellation
16.1. We may immediately terminate this Agreement without notice to the User in the event that any of the following items applies to the User (including directors and employees if the User is a corporation, and including Associate Users if there are any):
16.1.1. If the User commits any of the prohibited acts listed in Article 8.
16.1.2. Failure to perform obligations under this Agreement or any other violation of this Agreement or these Terms of Use.
16.1.3. Cases in which we recognize that the User or Associate Users are suspected of violating laws and regulations, committing a crime, or being involved in a criminal case, or in which we deem that the continuation of this Agreement is likely to harm our credibility.
16.1.4. If the User unreasonably harms the interests of, interferes with, or damages the credit, social reputation, or status of other customers, our business, or our business partners.
16.1.5. If the User is unable to perform all or part of their obligations under this Agreement.
16.1.6. If the User indicates a refusal to perform all or part of their obligations under this Agreement.
16.1.7. Other cases similar to each of the preceding items.
16.1.8. Suspension of business or other cause of inability to continue business by regulatory authorities.
16.1.9. Suspension of payment or insolvency.
16.1.10. If a petition is filed or received for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or specified conciliation, or any similar proceedings.
16.1.11. In the event of provisional seizure, provisional dispossession, provisional seizure, compulsory execution, exercise of security interest, or dispossession for delinquent payment of taxes and public dues.
16.1.12. When a transaction is suspended by a bill clearing house or an electronic claims recording organization.
16.1.13. In addition to the preceding items, the business or financial credit standing of the User has deteriorated or is likely to deteriorate.
16.1.14. In the event of business closure or dissolution.
16.1.15. In addition to the cases listed above, the Operating Team finds it difficult to continue this Agreement.
16.1.16. Other cases similar to each of the preceding items.
16.2. Unless we or the User notify the other party of the termination of this Agreement at least one month prior to the expiration date of the validity period of this Agreement in writing, by email, SNS, or any other method designated by us, this Agreement shall continue in effect for the same period after the expiration date of the validity period of this Agreement. The term shall be automatically renewed, and the same shall apply thereafter.
17. Exclusion of Antisocial Forces
17.1. We represent and warrant to Users that we do not fall under the category of antisocial forces, and also assure Users that we will not fall under such category in the future.
17.2. The User represents and warrants to us that they (including directors and employees if the User is a corporation, and including Associate Users if there are any) do not fall under the category of antisocial forces, and also assure that they will not fall under such category in the future.
17.3. Neither we nor the User shall engage in antisocial acts against the other party, either directly or by using a third party.
17.4. In the event that the representations and warranties in Article 17.1 or 17.2 are contrary to fact, or in the event of a breach of the assurances in Article 17.1 or 17.2, or in the event of a breach of 17.3, we and the User shall compensate the other party for all damages incurred thereby.
17.5. "Anti-Social Forces" in Article 17.1 or 17.2 means any of the following persons or groups:
17.5.1. Boryokudan organized crime group (hereinafter referred to as “Boryokudan” as defined in Act on Prevention of Unjustifiable Acts by Organized Crime Groups Act No. 77 of 1991).
17.5.2. Boryokudan Member (as defined in Article 2, Item 6 of the Law Concerning Prevention of Unjustifiable Acts by Boryokudan Members).
17.5.3. A person who has not passed 5 years since he/she ceased to be a Boryokudan Member.
17.5.4. Associate member of Boryokudan (a person other than a Boryokudan Member who has a relationship with Boryokudan and is likely to commit violent illegal acts, etc. with the power of Boryokudan, or who cooperates or participates in the maintenance or operation of Boryokudan by supplying funds, weapons, etc. to Boryokudan or Boryokudan Members).
17.5.5. Boryokudan related companies (companies in which Boryokudan Members are substantially involved in the management, companies managed by Boryokudan associate members or former Boryokudan Members that actively cooperate or participate in the maintenance or operation of Boryokudan by providing funds to Boryokudan, or actively use Boryokudan while conducting business, etc., or are in any other way involved in Boryokudan's activities).
17.5.6. Extortionists, etc. (persons who may engage in violent and illegal acts in pursuit of illicit gains for a company, etc., such as extortion, corporate racketeering, etc., and who pose a threat to the safety of civic life).
17.5.7. Social engineering groups (persons who pose a threat to the safety of civic life by engaging in violent illegal acts in pursuit of illicit gains by disguising themselves as or advocating social or political activities).
17.5.8. Special Intelligence Boryokudan (refers to groups or individuals, other than those listed in Article 17.5.1 through 17.5.7 above, that use their power or have financial ties with Boryokudan, and are at the core of structural injustice, backed by their relationship with Boryokudan).
17.5.9. Other persons similar to Article 17.5.1 through 17.5.8.
17.5.10. Persons who fall under any of Article 17.5.1 through 17.5.9 (hereinafter referred to as "Boryokudan Members, etc.").
17.5.11. Persons who have a relationship in which Boryokudan Members, etc. that are deemed to be substantially involved in the management of the organization.
17.5.12. Persons who have a relationship with Boryokudan Members, etc. that are deemed to be taking unjustifiable advantage of Boryokudan Members, etc., such as for the purpose of making unjust profits for oneself, one's own company, or a third party, or for the purpose of inflicting damage on a third party.
17.5.13. Persons who have a relationship with Boryokudan Members, etc. that are recognized as being involved in such activities as providing funds, etc. or benefits to Boryokudan Members, etc.
17.5.14. Persons who as an officer of, or are substantially involved in the management of a company, who have a socially reprehensible relationship with Boryokudan Members, etc.
17.5.15. Other persons similar to Article 17.5.1 through 17.5.14.
17.6. "Anti-Social Activities" in Paragraph 3 means any of the following activities:
17.6.1. Violent demanding behavior.
17.6.2. Unreasonable demands beyond legal responsibility.
17.6.3. Using threatening words or deeds or violence in connection with a transaction.
17.6.4. Spreading false rumors, using deception or force to damage the credibility of the counterparty to a transaction, or obstructing its business.
17.6.5 Other acts equivalent to Article 17.6.1 through 17.6.4.
18 Measures upon Termination of Contract
18.1. In the event that this Agreement is terminated due to expiration, cancellation, or any other reason, all rights accruing to the User under this Agreement and these Terms of Use shall naturally end. The User shall not use the Product after the termination of this Agreement nor allow any Associate User to use the Product.
18.2. In the case of the preceding paragraph, when we request it, the User shall immediately terminate use of the Product and return the Product and any copies of the Product to us, or completely erase and destroy the Product and any copies of the Product. The User shall, within 10 days of the termination of these Terms of Use, provide written proof (or other means of communication, if specified by us) that the Product and its copies have been deleted and disposed of.
18.3. If the User owes any debt to us at the time of termination of this Agreement, such debt shall continue to exist even after the termination of this Agreement, and the User shall promptly fulfill such debt obligation.
18.4. Even if this Agreement is terminated, the provisions of Article 1, Article 2, Article 4, Article 7.4 and 5, Article 10.4, Article 11, Article 12, Articles 14 through 16, Article 18.4, this Article, and Articles 20 through 25 shall remain in effect.
19. Notification
19.1. In the event that we give notice to the User regarding this Agreement, these Terms of Use, or the Product, such notice shall be sent by email to the address disclosed by the User to us in advance, posted on the Website, or by any other method that we deem appropriate.
19.2. The User agrees without objection that we will notify the User in the manner set forth in the preceding paragraph, and agrees to check the availability of such notification from time to time in order to receive such notification.
19.3. In the event that we send a notice by email or by posting on the Website in accordance with Article 19.1, such notice shall be deemed to have reached the User at the time it is distributed on the Internet.
20. Assignment of Rights and Obligations, etc.
20.1. The User may not assign or provide any guarantee to a third party, or have a third party assume any rights or obligations under this Agreement or these Terms of Use, or any position under this Agreement without obtaining our prior written consent in writing, by email, SNS, or other method designated by us. We shall not be liable for any loss or damage arising out of the use of this Agreement.
20.2. We may transfer all or part of our Rights Related to the Product to a third party at our discretion.
21. Force Majeure
We shall not be liable for any failure to perform our obligations under this Agreement due to circumstances of some nature which are not within our control and which cannot be avoided by our reasonable care (hereinafter referred to as "Force Majeure"), and such failure shall not constitute a breach of this Agreement. Such Force Majeure shall include, but not be limited to, natural disasters (such as fire, storm, flood, earthquake, tsunami, lightning, typhoon), compliance with laws, regulations, orders, or acts of governments or governmental agencies, epidemic or other public health emergencies, war (whether or not war has been declared), state of war, hostilities, terrorism, insurrection, revolution, riot, explosion, shipwreck, strike, factory closure, other labor disputes, shortage of energy or raw materials.
22. Special Provisions
22.1. The provisions, if any, contained in the separate Special Provisions of this Agreement shall also constitute a part of this Agreement.
22.2. If there is any conflict between the Terms of Use of this Agreement and the separate special instructions, the separate special instructions shall take precedence over the Terms of Use of this Agreement as long as the separate special instructions contain an explicit provision to change the Terms of Use of this Agreement.
23. Consultation
In the event that any matter is not stipulated in this Agreement or these Terms of Use, or any question arises regarding the interpretation of this Agreement or these Terms of Use, the User and we shall consult and resolve the matter in good faith.
24. Governing Law and Agreed Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes arising out of or in connection with this Agreement or this Terms of Use.
Effective Date Effective as of 08/23/2024
These Terms of Use set forth the license terms and other terms and conditions for the use of the Product (as defined in Article 1.5) applicable to this Agreement between Shiftall Inc. (hereinafter referred to as "Shiftall", "we", "our" or "us") and the user of Shiftall VR Manager (hereinafter referred to as the "Application") user (hereinafter referred to as "User"). Users agree to be bound by the Terms of Use when Users or Associate Users (as defined in Article 6.1) (hereinafter, Users and Associate Users are collectively referred to as "Users, etc.") install, use or copy the Application in whole or in part. Users, etc. may not register as a member, use, or reproduce the Application in any way without agreeing to the Terms set forth herein. Minors must obtain the prior consent of a legal representative, such as a person with parental authority, to use the Product prior to entering into these Terms of Use and this Agreement.
1. Definitions
The meanings of the terms used in this Agreement shall be as set forth in the following Paragraph.
1.1. "Terms of Use" means the Shiftall VR Manager Terms of Use.
1.2. "Related Materials" means the Application and any documents necessary for the use of the Application, and any other materials related to the Application provided by us to the User.
1.3. "Website" means the website that provides information, explanations, distribution, membership registration, billing, and other functions for the Product.
1.4. "Product" means collectively the Application, Related Materials, and Website.
1.5. "Agreement" means the agreement between us and the User with respect to the use of the Product, and these Terms of Use.
2. Attribution of Rights
All rights related to copyrights and other intellectual property rights, including information relating to the Product and to the appearance, structure, and configuration of the Product (hereinafter referred to as "Rights Related to the Product") belong to us and to the original right holders who have granted us the right to license their rights to the User in accordance with these Terms of Use. The rights to the Product shall not be transferred from us to the User by the execution of this Agreement.
3. License
3.1. The User may use the Product only under the terms of this Agreement, the Terms of Use posted on the Website, and other Terms of Use prescribed by us. We shall grant the User a non-exclusive license to use the Application to the extent necessary for use of the Product under such Terms of Use. The following is a summary of the Terms of Use of the Agreement. This non-exclusive right to use the Application shall be limited to the countries and regions where products are sold by us and may not be transferred to any third party.
3.2. In order to use the Product, the User may be required to create an account after registering information specified by us in advance. In this case, the user must register true, accurate, and complete information when creating the account, and must notify us in a manner designated by us so that the user's information pertaining to such registration is always up-to-date.
3.3. When registering authentication information for use of the Product the User shall be responsible for managing such information strictly to prevent its unauthorized use. We may deem any and all acts performed using the registered authentication information to be those of the User himself/herself.
3.4. We may delete accounts that have not been accessed for more than one year without prior notice to the User and without obtaining the User's consent.
3.5. All rights of the User to the Product under this Agreement will cease to exist upon deletion of the account for any reason whatsoever.
3.6. Except as otherwise specifically provided in these Terms of Use, no person other than the User may use the User's account, and the User shall not allow any person other than himself/herself to use his/her account.
4. Publication of Results, etc.
The User agrees without objection that we may disclose or publish the fact that the Users, etc. use the Product to a third party.
5. Purpose of Use
The User may use the Product or other services provided by us to the User in connection with or related to the Product, himself/herself in accordance with this Agreement and these Terms of Use (hereinafter referred to as the “Services"). The User may reproduce the Product and Related Materials only for the purpose of using the Product, and only as many times as is reasonably necessary in light of the said purpose.
6. Prospective users
6.1. The User may request us to authorize a third party other than the User to use the Product (whether by sublicense, loan, resale, lease, or any other name), and if we authorizes use of the Product by the third party requested by the User in writing, email, any social networking service (hereinafter referred to as “SNS”), or any other means of communication designated by us in advance, such third party (hereinafter referred to as "Associate User") may be authorized. The third party may use the Product within the scope of the authorization granted by us.
6.2. The User shall make the Associated User agree to these Terms of Use and this Agreement. In the event of any misunderstanding between the User and Associated User the provisions of the Terms of Use and this Agreement shall prevail.
7. Method of Use and Responsibilities of Users
7.1. The user shall use the Product in compliance with the conditions and methods described in each provision of this Agreement and Related Materials.
7.2. The User shall not infringe upon the rights of authors, neighboring rights, or moral rights of authors when using the Product, and shall comply with all laws and regulations concerning intellectual property rights, including copyright laws and treaties concerning such rights in Japan and abroad.
7.3. The User shall, at its own responsibility, obtain, purchase, manage, maintain, and otherwise secure the conditions and environment necessary to use the Product, including, but not limited to, computers, internet, telecommunication services, and other necessary equipment that will serve as clients (computers that request services or resources from the server) of the Product.
7.4. The User shall not only comply with each provision of this Agreement by himself/herself but shall also ensure that the Associate Users comply with each provision of this Agreement, including the preceding three paragraphs. If an Associate User violates any provision of this Agreement the violation by the Associate User shall be deemed to be a violation by the User, and the User shall be liable to us for any violation by the Associate User.
7.5. If the User receives any objection, claim, complaint, assertion of right, or demand to bear any expense, damage or loss from any third party arising out of or in connection with the use of the Product by the User or any of the Associate Users. It is the User’s responsibility to resolve all such disputes without causing any loss or damage to us.
8. Prohibited Matters
Users, etc. shall not engage in any of the following acts:
8.1. Acts in violation of these Terms of Use, this Agreement, or any other contract or agreement between the User and us.
8.2. Interfering with our performance of our obligations under these Terms of Use, our provision of the Product or the Service, or the management and operation of equipment and facilities.
8.3. Acts that damage or may damage our credibility.
8.4. The act of using the Product under the name of another person or fictitious name other than the User's own, or the act of declaring to us a name other than the User's own as an Associate User.
8.5. Sublicense, lend, resell, lease, or otherwise allow a third party (excluding an Associate User) to use all or part of the Product without obtaining our prior written consent in writing, via email, SNS, or other methods designated by us.
8.6. An act of assigning, transferring, or having a third party succeed to or assume the position of User, or the rights and obligations arising from this Agreement to the User without our prior written consent, by email, SNS, or by any other method designated by us.
8.7. Reverse engineering, decompiling, disassembling, deciphering, excerpting, modifying, adapting, or otherwise attempting to elucidate the source code of this Application, as well as creating a product that imitates this Application, or modifying, adding to, or adapting this Product.
8.8. The use of the software in combination with hardware other than the specific hardware approved by us, or any act of facilitating such use. Specific hardware refers to hardware sold by us or hardware separately authorized in writing by us.
8.9. The act of redistributing the Product to third parties, whether for a fee or free of charge, as well as the act of storing the Product on a network in a state accessible to third parties.
8.10. Transferring or storing data that may infringe upon the intellectual property rights or other rights of a third party, invade the privacy of a third party, or damage the reputation or credibility of a third party.
8.11. Transferring or storing any data containing computer viruses or other harmful computer code, including files containing such code.
8.12. Criminal acts, acts that incite or facilitate criminal acts, or acts that may lead to criminal acts.
8.13. Conduct that offends public order and morals.
8.14. Any act that harms or may harm the dignity, credibility, or social reputation of the Product.
8.15. Intentionally providing false information or similar acts.
8.16. Any act that uses or may use the Product in a way or manner that interferes with the communication of a third party.
8.17. Unauthorized access, cracking, attacking, or similar acts to computers, telecommunications equipment, etc. operated by us or a third party.
8.18. Any act that discriminates against or defames us or third parties, or infringes on their honor, trust, privacy, or other personal or property rights, or any act that may lead to such an infringement.
8.19. Collecting, obtaining, disclosing, providing, altering, erasing, or otherwise improperly using personal information or other information about third parties through deception or other wrongful means, or similar acts.
8.20. Acts that violate or may violate laws and regulations.
8.21. Other acts similar to the preceding Paragraphs.
9. Suspension of Use
9.1. If we recognize that the User has committed or may have committed any act prohibited in Article 8 or any other act in violation of these Terms of Use or this Agreement, we shall immediately request the User to stop using the Product, or suspend permission to access the Website or other our systems. We may take any other measures that it deems necessary to stop the use of the Product by the User without obtaining the User's consent.
9.2. We may suspend or discontinue all or part of the Website and or the Application without prior notice to the User in the event that we determines that any of the conditions exist:
9.2.1. Need of maintenance, inspection, or updating of computer systems pertaining to the Application.
9.2.2. Provision of the Application becomes difficult due to Force Majeure such as earthquake, lightning, fire, power outage, natural disaster or public health emergency.
9.2.3. Accidental shutdown of computers or communication systems, etc.
9.2.4. In addition to the preceding items, when we determine that it is difficult to provide the Application, or when it is necessary to suspend or discontinue the provision of all or part of the Application.
9.3. We may suspend or terminate updates to all or part of the Website and the Application without prior notice to Users.
9.4. We shall not be liable for any damages incurred by users or third parties as a result of the implementation of the measures described in the preceding paragraphs.
10. Exemption from Liability
10.1. We do not guarantee any of the following items:
10.1.1. That there will be no interruptions or errors in the use of the Product and that the Product will always function properly.
10.1.2. That no defects will occur with respect to the Product as a result of OS version upgrades or updates to the Application.
10.1.3. That no bugs or discrepancies in interpretation of system specifications are inherent in the Application.
10.1.4. That the Product fully satisfies the User's requirements and objectives.
10.1.5. The system specifications of the Application are designed for a specific purpose including, but not limited to, the requirements and objectives of the Users, etc.
10.1.6. That the Product will operate properly in the environment in which the User uses the Product.
10.1.7. That no malfunction or failure of the User's equipment will result from or in connection with the use of the Product.
10.1.8. The Product shall be available for use in perpetuity.
10.2. In the event that the Product does not operate in accordance with the specifications we provided to the User in advance, we shall reasonably provide technical support based on such agreement only when we and the User specifically agree in writing, by electronic contract, or by any other method we specify. We shall implement such measures as it deems necessary. If the User does not conclude such an agreement ,we shall not be obligated to respond to individual inquiries from the User, provide individual support regarding usage methods, or provide any other support.
10.3. The User agrees without objection in advance that the Product may include services or content provided by third parties (hereinafter referred to as "Third Party Services"), that we are not responsible to the User for Third Party Services, and that Terms of Use and other conditions stipulated by the third party that provides Third Party Services may apply to the use of the Third Party Services.
10.4. We shall not be liable for any damages (loss of data, loss of production, loss of business opportunity, loss of sales, loss of opportunity to enter into contracts with third parties, damage to reputation, direct damages, indirect damages, positive damages, lost profits, special damages, incidental or consequential damages, or any other damages or losses) incurred by the User arising from or related to the Product or the use of the Product, except if the User proves the loss was caused by our default under this Agreement. We shall not be liable for any loss or damage, whether foreseen or unforeseeable, arising out of or in connection with the User's failure to perform its obligations under this Agreement.
10.5. We shall not be liable for the Product or the use of the Product by the User, except as specifically provided in these Terms of Use or this Agreement, or in the event that the User incurs damages due to our default.
11. Collection of Information
The User agrees without objection that we may request the User to disclose information regarding the computer on which the Application is installed, or that we may collect, review, and analyze such information ourselves, for the purpose of improving the quality of the Product and related products, providing related support, distributing information, conducting statistical research, advertising, and promoting the Product.
12. Keeping secrets
12.1. The party who has received Confidential Information (hereinafter referred to as the "Recipient") shall treat the Confidential Information (meaning the information listed in each of the following items) as confidential. The party disclosing Confidential Information to the other party (hereinafter referred to as the "Discloser") shall not disclose or divulge the Confidential Information to any third party without the prior consent of the Discloser in writing, by email, SNS, or by any other method designated by us.
12.1.1. Information described or recorded in a document, article, electromagnetic recording medium, or other tangible object, which is clearly marked as confidential by the Discloser as "Top Secret", "Strict Confidential", "Confidential", etc. (hereinafter referred to as a "Confidential Indication").
12.1.2. Information that is impossible or extremely difficult for the Discloser to attach a Confidential Indication to (whether it be intangible, such as oral communications or visual images, or tangible objects), and which the Discloser clearly indicates as confidential at the time of disclosure, either orally or by other means, and subsequently provides to the Recipient within two days of the disclosure a document that includes a Confidential Indication, specifying the title, summary, date, location of the information transfer, and other details necessary to identify the confidential information.
12.2. In the case of Article 12.2.3, the Recipient shall notify the Discloser in writing, by email, SNS, or any other method designated by the Operating Team immediately after the necessity of disclosure becomes clear (or prior to disclosure, if possible).
Notwithstanding the preceding paragraph, the Recipient may disclose Confidential Information only in the following cases:
12.2.1. Disclosure to its own directors, officers, or employees.
12.2.2. Disclosure to attorneys, certified public accountants, tax accountants, judicial scriveners, and other persons who are obliged to maintain confidentiality under the law.
12.2.3. Disclosure is required by law, regulation, government or court order, or information that can be disclosed by law without the consent of the Discloser, to the extent that such disclosure is required and possible.
12.3. Information that falls under any of the following items shall not be included in Confidential Information:
12.3.1. Information that was already public knowledge at the time of receipt or information that became public knowledge after receipt through no fault of the Recipient.
12.3.2. Information already in the Recipient's possession at the time of receipt.
12.3.3. Information legitimately obtained by the Recipient from a third party without any obligation of confidentiality.
12.3.4. Information independently developed by the Recipient not based on Confidential Information.
12.4. In the event that we outsource all or part of our operations related to the Product or the Service under these Terms of Use to a third party, we may disclose Confidential Information to such third party to the extent necessary for the performance of such operations in accordance with these Terms of Use. The User agrees to such disclosure without objection in advance.
12.5. The User acknowledges in advance that the Operating Team may unintentionally obtain information from the computer used by the User without the User's knowledge in the event that it is necessary for the Operating Team to access the computer in the course of the performance of its duties, such as maintenance, administration of the Product.
12.6. Notwithstanding the provisions of the preceding paragraphs, we shall handle Personal Information (as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information, Act No. 57 of 2003) provided by Users in compliance with said Act.
13. Modification of these Terms of Use, etc.
13.1. We may change the contents of this Agreement, the Product, the specifications of the Application, or any other contents of the Service at our discretion without obtaining the prior consent of the User.
13.2. We shall, at least one month prior to any modification of these Terms of Use, post on the Website or any other website established by us the fact that these Terms of Use are to be modified, the content of the modified Terms of Use, and the effective date of such modification.
13.3. Changes to these Terms of Use, pursuant to Article 13.1, shall be applied from the effective date specified in the preceding paragraph.
14. Support Services
We provide support services and other services related to the use of the Product for a separate fee. The User acknowledges, without objection in advance, that in order for the User to receive such services, the User shall be required to enter into a separate agreement with us.
15. Compensation for Damages, etc.
15.1. In the event that the User causes damages (including attorney's fees, lost profits, special damages, positive damages, direct damages, and indirect damages, including those based on claims from third parties) as a result of or in connection with the User's conduct of the prohibited actions in Article 8 or any other violation of any provision of this Agreement or these Terms of Use, the User shall be liable to fully compensate for such damages.
15.2. If we are liable for damages to the User (except in cases where such damages are caused by our intentional or gross negligence, etc.), the scope of damages shall be limited to ordinary damages directly and actually incurred by the User, regardless of the cause, and we shall not be liable for any lost profits, indirect damages, consequential damages, or special damages. In such cases, the amount of damages for which we shall be liable to the User, regardless of the cause, shall in no event exceed the total amount of the Product usage fees actually paid by the User to us for the Product.
16. Cancellation
16.1. We may immediately terminate this Agreement without notice to the User in the event that any of the following items applies to the User (including directors and employees if the User is a corporation, and including Associate Users if there are any):
16.1.1. If the User commits any of the prohibited acts listed in Article 8.
16.1.2. Failure to perform obligations under this Agreement or any other violation of this Agreement or these Terms of Use.
16.1.3. Cases in which we recognize that the User or Associate Users are suspected of violating laws and regulations, committing a crime, or being involved in a criminal case, or in which we deem that the continuation of this Agreement is likely to harm our credibility.
16.1.4. If the User unreasonably harms the interests of, interferes with, or damages the credit, social reputation, or status of other customers, our business, or our business partners.
16.1.5. If the User is unable to perform all or part of their obligations under this Agreement.
16.1.6. If the User indicates a refusal to perform all or part of their obligations under this Agreement.
16.1.7. Other cases similar to each of the preceding items.
16.1.8. Suspension of business or other cause of inability to continue business by regulatory authorities.
16.1.9. Suspension of payment or insolvency.
16.1.10. If a petition is filed or received for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or specified conciliation, or any similar proceedings.
16.1.11. In the event of provisional seizure, provisional dispossession, provisional seizure, compulsory execution, exercise of security interest, or dispossession for delinquent payment of taxes and public dues.
16.1.12. When a transaction is suspended by a bill clearing house or an electronic claims recording organization.
16.1.13. In addition to the preceding items, the business or financial credit standing of the User has deteriorated or is likely to deteriorate.
16.1.14. In the event of business closure or dissolution.
16.1.15. In addition to the cases listed above, the Operating Team finds it difficult to continue this Agreement.
16.1.16. Other cases similar to each of the preceding items.
16.2. Unless we or the User notify the other party of the termination of this Agreement at least one month prior to the expiration date of the validity period of this Agreement in writing, by email, SNS, or any other method designated by us, this Agreement shall continue in effect for the same period after the expiration date of the validity period of this Agreement. The term shall be automatically renewed, and the same shall apply thereafter.
17. Exclusion of Antisocial Forces
17.1. We represent and warrant to Users that we do not fall under the category of antisocial forces, and also assure Users that we will not fall under such category in the future.
17.2. The User represents and warrants to us that they (including directors and employees if the User is a corporation, and including Associate Users if there are any) do not fall under the category of antisocial forces, and also assure that they will not fall under such category in the future.
17.3. Neither we nor the User shall engage in antisocial acts against the other party, either directly or by using a third party.
17.4. In the event that the representations and warranties in Article 17.1 or 17.2 are contrary to fact, or in the event of a breach of the assurances in Article 17.1 or 17.2, or in the event of a breach of 17.3, we and the User shall compensate the other party for all damages incurred thereby.
17.5. "Anti-Social Forces" in Article 17.1 or 17.2 means any of the following persons or groups:
17.5.1. Boryokudan organized crime group (hereinafter referred to as “Boryokudan” as defined in Act on Prevention of Unjustifiable Acts by Organized Crime Groups Act No. 77 of 1991).
17.5.2. Boryokudan Member (as defined in Article 2, Item 6 of the Law Concerning Prevention of Unjustifiable Acts by Boryokudan Members).
17.5.3. A person who has not passed 5 years since he/she ceased to be a Boryokudan Member.
17.5.4. Associate member of Boryokudan (a person other than a Boryokudan Member who has a relationship with Boryokudan and is likely to commit violent illegal acts, etc. with the power of Boryokudan, or who cooperates or participates in the maintenance or operation of Boryokudan by supplying funds, weapons, etc. to Boryokudan or Boryokudan Members).
17.5.5. Boryokudan related companies (companies in which Boryokudan Members are substantially involved in the management, companies managed by Boryokudan associate members or former Boryokudan Members that actively cooperate or participate in the maintenance or operation of Boryokudan by providing funds to Boryokudan, or actively use Boryokudan while conducting business, etc., or are in any other way involved in Boryokudan's activities).
17.5.6. Extortionists, etc. (persons who may engage in violent and illegal acts in pursuit of illicit gains for a company, etc., such as extortion, corporate racketeering, etc., and who pose a threat to the safety of civic life).
17.5.7. Social engineering groups (persons who pose a threat to the safety of civic life by engaging in violent illegal acts in pursuit of illicit gains by disguising themselves as or advocating social or political activities).
17.5.8. Special Intelligence Boryokudan (refers to groups or individuals, other than those listed in Article 17.5.1 through 17.5.7 above, that use their power or have financial ties with Boryokudan, and are at the core of structural injustice, backed by their relationship with Boryokudan).
17.5.9. Other persons similar to Article 17.5.1 through 17.5.8.
17.5.10. Persons who fall under any of Article 17.5.1 through 17.5.9 (hereinafter referred to as "Boryokudan Members, etc.").
17.5.11. Persons who have a relationship in which Boryokudan Members, etc. that are deemed to be substantially involved in the management of the organization.
17.5.12. Persons who have a relationship with Boryokudan Members, etc. that are deemed to be taking unjustifiable advantage of Boryokudan Members, etc., such as for the purpose of making unjust profits for oneself, one's own company, or a third party, or for the purpose of inflicting damage on a third party.
17.5.13. Persons who have a relationship with Boryokudan Members, etc. that are recognized as being involved in such activities as providing funds, etc. or benefits to Boryokudan Members, etc.
17.5.14. Persons who as an officer of, or are substantially involved in the management of a company, who have a socially reprehensible relationship with Boryokudan Members, etc.
17.5.15. Other persons similar to Article 17.5.1 through 17.5.14.
17.6. "Anti-Social Activities" in Paragraph 3 means any of the following activities:
17.6.1. Violent demanding behavior.
17.6.2. Unreasonable demands beyond legal responsibility.
17.6.3. Using threatening words or deeds or violence in connection with a transaction.
17.6.4. Spreading false rumors, using deception or force to damage the credibility of the counterparty to a transaction, or obstructing its business.
17.6.5 Other acts equivalent to Article 17.6.1 through 17.6.4.
18 Measures upon Termination of Contract
18.1. In the event that this Agreement is terminated due to expiration, cancellation, or any other reason, all rights accruing to the User under this Agreement and these Terms of Use shall naturally end. The User shall not use the Product after the termination of this Agreement nor allow any Associate User to use the Product.
18.2. In the case of the preceding paragraph, when we request it, the User shall immediately terminate use of the Product and return the Product and any copies of the Product to us, or completely erase and destroy the Product and any copies of the Product. The User shall, within 10 days of the termination of these Terms of Use, provide written proof (or other means of communication, if specified by us) that the Product and its copies have been deleted and disposed of.
18.3. If the User owes any debt to us at the time of termination of this Agreement, such debt shall continue to exist even after the termination of this Agreement, and the User shall promptly fulfill such debt obligation.
18.4. Even if this Agreement is terminated, the provisions of Article 1, Article 2, Article 4, Article 7.4 and 5, Article 10.4, Article 11, Article 12, Articles 14 through 16, Article 18.4, this Article, and Articles 20 through 25 shall remain in effect.
19. Notification
19.1. In the event that we give notice to the User regarding this Agreement, these Terms of Use, or the Product, such notice shall be sent by email to the address disclosed by the User to us in advance, posted on the Website, or by any other method that we deem appropriate.
19.2. The User agrees without objection that we will notify the User in the manner set forth in the preceding paragraph, and agrees to check the availability of such notification from time to time in order to receive such notification.
19.3. In the event that we send a notice by email or by posting on the Website in accordance with Article 19.1, such notice shall be deemed to have reached the User at the time it is distributed on the Internet.
20. Assignment of Rights and Obligations, etc.
20.1. The User may not assign or provide any guarantee to a third party, or have a third party assume any rights or obligations under this Agreement or these Terms of Use, or any position under this Agreement without obtaining our prior written consent in writing, by email, SNS, or other method designated by us. We shall not be liable for any loss or damage arising out of the use of this Agreement.
20.2. We may transfer all or part of our Rights Related to the Product to a third party at our discretion.
21. Force Majeure
We shall not be liable for any failure to perform our obligations under this Agreement due to circumstances of some nature which are not within our control and which cannot be avoided by our reasonable care (hereinafter referred to as "Force Majeure"), and such failure shall not constitute a breach of this Agreement. Such Force Majeure shall include, but not be limited to, natural disasters (such as fire, storm, flood, earthquake, tsunami, lightning, typhoon), compliance with laws, regulations, orders, or acts of governments or governmental agencies, epidemic or other public health emergencies, war (whether or not war has been declared), state of war, hostilities, terrorism, insurrection, revolution, riot, explosion, shipwreck, strike, factory closure, other labor disputes, shortage of energy or raw materials.
22. Special Provisions
22.1. The provisions, if any, contained in the separate Special Provisions of this Agreement shall also constitute a part of this Agreement.
22.2. If there is any conflict between the Terms of Use of this Agreement and the separate special instructions, the separate special instructions shall take precedence over the Terms of Use of this Agreement as long as the separate special instructions contain an explicit provision to change the Terms of Use of this Agreement.
23. Consultation
In the event that any matter is not stipulated in this Agreement or these Terms of Use, or any question arises regarding the interpretation of this Agreement or these Terms of Use, the User and we shall consult and resolve the matter in good faith.
24. Governing Law and Agreed Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes arising out of or in connection with this Agreement or this Terms of Use.
Effective Date Effective as of 08/23/2024