If there are any differences between this and the Japanese, the Japanese text is the legal definition.
Article 1 (Purpose of this Agreement)
This agreement stipulates the online service "Re: Earth" provided by Eukarya Co., Ltd. (hereinafter referred to as "the Company").
Article 2 (Definition of Terms)
In this agreement, the following terms are used with the meanings defined below:
Service Agreement: The agreement on the provision of the Re: Earth service concluded between the Company and the subscriber based on this agreement.
Applicant: A corporation, organization, institution, etc., applying for the provision of the Re: Earth service to the Company.
Subscriber: A corporation, organization, institution, etc., that has entered into a service agreement with the Company and receives the provision of the Re: Earth service.
User: The person approved by the subscriber who uses the Re: Earth service.
User ID: A code used to identify the user designated by the subscriber.
Article 3 (Application of this Agreement)
The Company shall provide the Re: Earth service in accordance with the content of the service agreement, and the subscriber shall use it in accordance with this agreement and any additional conditions set by the Company.
The subscriber shall ensure that the user complies with this agreement, and if the user violates this agreement, it shall be considered a violation by the subscriber, who shall be responsible for such violation.
Article 4 (Amendment of this Agreement)
The Company may amend this agreement at any time based on the provisions of Article 548-4 of the Civil Code if any of the following applies. The amended agreement shall apply to the contract after the amendment.
The amendment to this agreement is in line with the general interests of the subscriber.
The amendment to this agreement does not contradict the purpose of the contract, and the necessity of the amendment, the appropriateness of the content after the amendment, and other circumstances related to the amendment are reasonable.
If the subscriber uses the Re: Earth service after being informed of the amendment to this agreement in accordance with the preceding paragraph, the subscriber is deemed to have agreed to the amendment.
Article 5 (Application for Service Agreement)
The applicant shall, after agreeing to the content of this agreement, apply for the use of the Re: Earth service in the manner specified by the Company. The service agreement is established when the Company accepts the application through the prescribed procedure. This agreement constitutes part of the service agreement.
Notwithstanding the provisions of the preceding paragraph, the Company may not accept or may reserve acceptance of the application for a service agreement in the following cases:
The applicant does not exist.
There are false statements or omissions in the Company's prescribed service application form.
The applicant has delayed or attempted fraudulent payment for the Re: Earth service in the past.
The purpose of using the Re: Earth service is different from its evaluation, analysis, or other original purposes.
The applicant or its representative, officer falls under anti-social forces (such as gang members or related parties) or there is a fear thereof.
There are reasonable grounds deemed inappropriate by the Company.
In accordance with the preceding paragraph, if the Company does not accept or reserves acceptance of the application for a service agreement, it will notify the applicant (subscriber) of this fact. However, the Company shall not be responsible for the fact that acceptance was not given or acceptance was reserved.
Article 6 (Term of Service Agreement)
The term of the service agreement is one year from the start date of using the Re: Earth service (meaning the date on which the application for use was accepted by the Company or the date agreed upon between the Company and the subscriber).
If the subscriber does not apply for cancellation by one month before the expiration date of the service agreement, the service agreement will be automatically renewed for one year from the day after the expiration date, with the same content and conditions. This renewal will continue thereafter in the same manner.
Article 7 (Management of Communication Equipment, etc.)
The subscriber shall prepare, at its own expense and responsibility, all necessary communication equipment, terminal equipment, communication means, and other environments (hereinafter referred to as the "usage environment") to receive the Re: Earth service. The subscriber is responsible for all communication costs necessary for using the service.
The subscriber is responsible for the management of its usage environment. The subscriber bears the responsibility for damage due to inadequate management of the usage environment, operational errors, and the use by third parties, and the Company shall not be liable for any responsibility unless there is intentional or gross negligence on the part of the Company.
If there is a risk that the usage environment may be used by a third party, the subscriber shall immediately notify the Company of this fact and shall follow the Company's instructions if any.
Article 8 (Usage Restrictions)
The Re: Earth service is provided for the purpose of the subscriber's own business use, and unless expressly permitted in writing by the Company, it may not be used for commercial purposes (including providing services to third parties, whether for a fee or free of charge).
The subscriber's use of the Re: Earth service is conducted by connecting to the URL specified by the Company from terminal equipment. Except for applications for terminal equipment, the software constituting the Re: Earth service cannot be obtained by methods such as downloading or copying the software itself.
The subscriber may not simultaneously use the same user ID on multiple terminal devices to access the Re: Earth service.
The subscriber may only use the Re: Earth service for its officers or employees (including those engaged in the subscriber's duties within the subscriber's business implementation area). The service may not be used for other third parties.
The subscriber may not have more users than the number of accounts issued.
Article 9 (Changes to the Re: Earth Service)
The Company may, for the purpose of adding or improving functionality, at its discretion, make additions or modifications to parts of the Re: Earth service. However, the Company does not guarantee that all functions and performance of the Re: Earth service before the changes will be maintained.
Article 10 (Service Level)
The Company will provide the Re: Earth service with commercially reasonable efforts in accordance with the Service Level Agreement set by the user.
The Service Level Agreement specified in the preceding paragraph sets the Company's effort goals regarding the Re: Earth service. Unless otherwise stated, the Company is not liable for damages or any other responsibility even if the service level specified in the Service Level Agreement is not met.
Article 11 (User ID and Password)
The user ID and password will be assigned by the subscriber within the upper limit of user IDs specified in the usage agreement, based on methods and usage conditions determined by the Company.
The subscriber shall strictly manage the user ID and password of the users to prevent unauthorized use under its own responsibility.
The subscriber may not disclose or lend the user ID to any third party under any circumstances.
The Company is not responsible for damages incurred by the subscriber due to the unauthorized use of user IDs and passwords. The Company may attribute all actions taken after authenticating user IDs and passwords to the subscriber.
Article 12 (Addition and Deletion of User IDs)
The subscriber may apply to add or decrease the upper limit of user IDs specified in the usage agreement through the method specified by the Company. The application procedure in such cases shall apply mutatis mutandis to Article 5.
If the Company accepts the application in the preceding paragraph, the subscriber shall pay the usage fees for the Re: Earth service based on the number of user IDs after addition or deletion.
Article 13 (User)
The subscriber shall designate users and grant user IDs to them.
The subscriber shall, in accordance with Article 11, manage the user IDs and passwords of the users.
Article 14 (Management and Storage of Subscriber Data)
The subscriber is responsible for maintaining and safeguarding data, etc. (hereinafter referred to as "subscriber data") entered, provided, or transmitted in connection with the use of the Re: Earth service. The Company is not obligated to back up this data, and the subscriber must preserve necessary information at its own risk.
The subscriber grants the Company the right to use subscriber data to the extent necessary for providing and improving the Re: Earth service.
While the Company may record subscriber data separately for the purpose of restoring information lost due to equipment failure or other reasons when providing the service, it is not obligated to restore subscriber data.
Upon termination of the usage agreement, the Company is not obligated to store subscriber data and may delete it at its discretion.
Article 15 (Management of Personal Information)
Article 16 (Management and Use of Information by the Company)
For the purpose of improving the Re: Earth service and conducting statistical surveys for service maintenance management, the Company may use and analyze statistical data on the usage status of the Re: Earth service by the subscriber, the frequency of use of screens and items, and may utilize or analyze such information to a reasonable extent for secondary processing. The subscriber agrees to such statistical surveys and secondary processing.
If the Company is requested to disclose or submit information related to the Re: Earth service, including subscriber data, by an order from a court or other legal authority, the subscriber agrees to comply with such orders and will not object to such disclosure or submission.
Article 17 (Usage Fees and Calculation Method for the Re: Earth Service)
The usage fees for the Re: Earth service will be determined separately by the Company.
Article 18 (Payment Method for Usage Fees)
The subscriber shall pay the usage fees for the Re: Earth service, as well as consumption tax and other related fees (hereinafter referred to as "usage fees, etc."), from the date the usage agreement is concluded until the end of the usage agreement period, within the period specified by the Company.
Even if the Re: Earth service cannot be used due to the suspension or interruption of service or other reasons during the contract period, the subscriber shall pay the usage fees, etc. for the contract period.
The subscriber shall pay the usage fees, etc. to the financial institution designated by the Company by the due date specified by the Company, based on the invoice issued by the Company. Any transfer fees or other expenses necessary for payment shall be borne by the subscriber.
Article 19 (Late Payment Penalty)
If the subscriber fails to pay the usage fees, etc. by the specified payment due date, the subscriber shall pay a late payment penalty calculated at an annual rate of 14.6% for the period from the day after the specified payment due date to the actual payment date.
Article 20 (Outsourcing)
The Company may outsource all or part of the business related to the provision of the Re: Earth service to a third party without the consent of the subscriber. However, in such a case, the Company shall manage the outsourcing partner responsibly.
Article 21 (Prohibited Acts)
In using the Re: Earth service, the subscriber shall not engage in the following acts:
Acts that violate laws or may violate laws.
Acts contrary to public order and morals.
Acts that obstruct the use of other subscribers or may obstruct such use.
Unauthorized access to the hardware or software constituting the Re: Earth service, cracking, and other acts that may interfere with facilities.
Acts that obstruct the provision of the Re: Earth service or may obstruct such provision.
Attempts to analyze, reverse engineer, or otherwise obtain the source code of the software constituting the Re: Earth service. However, this does not apply to open-source software publicly released by the Company and the source code provided to subscribers.
Use of another person's user ID or attempts to obtain it.
Browsing, modifying, or tampering with other subscribers' data or acts that may pose a risk of such actions.
Acts that disadvantage or cause damage to the Company or third parties or may pose a risk of such actions.
Acts that unjustly damage the reputation, rights, or credibility of others or may pose a risk of such actions.
Criminal acts, acts associated with criminal acts, or acts that promote them or may pose a risk of such actions.
Unauthorized access to the Company's system, alteration of program code associated with it, tampering with location information, intentionally spreading false information, using communication equipment specifications, or other acts such as cheating using applications, distributing computer viruses, or other acts that interfere with the normal operation of the Re: Earth service or may pose a risk of such actions.
Acts that undermine the credibility of the Re: Earth service or may pose a risk of such actions.
Other acts deemed inappropriate by the Company.
If the Company determines that the subscriber's actions fall under any of the items in paragraph 1, the Company may take any or all of the following measures without prior notice:
Restriction of the use of the Re: Earth service.
Termination of the usage agreement by withdrawal.
Any other measures deemed necessary and reasonable by the Company.
Article 22 (Intellectual Property Rights)
All intellectual property rights, including copyrights, related to tangible and intangible components constituting the Re: Earth service (including software programs, databases, icons, images, text, manuals, and related documents) belong to the Company or third parties to whom the Company has granted permission.
Article 23 (No Warranty and Disclaimer)
The Company does not provide any guarantee regarding the completeness, accuracy, and effectiveness of the content of the Re: Earth service. Additionally, the Company does not guarantee that the Re: Earth service will be free from interruptions, suspensions, or other hindrances.
The Company does not provide any guarantee regarding the completeness, accuracy, and effectiveness of the content of external services.
The Company is not responsible for any damages incurred by the subscriber due to their failure to update the information provided to the Company during the application for the Re: Earth service.
The subscriber is required to use the Re: Earth service within the scope of the law. Even if the subscriber violates Japanese or foreign laws in connection with the use of the Re: Earth service, the Company is not responsible.
In the event of unauthorized access or other acts such as theft of subscriber data due to unforeseen circumstances, the Company is not responsible for any damages or losses incurred by the subscriber.
The Company is not responsible for any non-performance of this agreement, in whole or in part, due to force majeure such as natural disasters, changes in the earth, fires, strikes, trade suspensions, wars, internal disturbances, outbreaks of infectious diseases, or other unavoidable circumstances.
In the event of disputes between subscribers, including third parties, arising from the use of the Re: Earth service (regardless of whether inside or outside the service), the Company is not responsible, and the parties involved are required to resolve the dispute at their own expense and responsibility.
Article 24 (Limitation of Liability for Damages)
If the subscriber causes damages to the Company due to a violation of these terms or the use of the Re: Earth service, the subscriber shall compensate the Company for the damages incurred (including loss of profits and attorney's fees).
Notwithstanding other provisions of these terms, regardless of the Company's fault, if the Company causes damages to the subscriber due to intentional or gross negligence, the Company is liable to compensate for the damages only within the following scope:
In case of intentional or gross negligence by the Company: the full amount of the damages.
In case of simple negligence by the Company: damages that are realistically and directly incurred, within the scope of ordinary damages (excluding special damages, loss of profits, indirect damages, and attorney's fees), with a limit of 10,000 yen.
Notwithstanding the preceding paragraph, if the subscriber is a legal entity or an individual using the Re: Earth service for business purposes, the Company is not responsible for any damages incurred by the subscriber related to the use of the Re: Earth service unless there is intentional or gross negligence by the Company. In case of compensation by the Company, the total cumulative amount of usage fees for the past one year from the date of occurrence of the damages is the upper limit.
Article 25 (Suspension of the Re: Earth Service)
The Company may temporarily suspend the Re: Earth service regularly or as necessary for maintenance.
When performing maintenance, the Company will notify the subscriber in advance. However, in emergencies, the Company may suspend the Re: Earth service without prior notice and promptly notify the subscriber afterward.
In addition to what is stipulated in paragraph 1, the Company may temporarily suspend the Re: Earth service in case of hindrance by third parties or other unavoidable circumstances, or if there are compelling reasons that may seriously affect the subscriber.
The Company is not responsible for any disadvantages or damages incurred by the subscriber due to the suspension of the Re: Earth service based on this article.
Article 26 (Discontinuation of the Re: Earth Service)
The Company has the right to discontinue all or part of the Re: Earth service at any time.
In the event of discontinuing all or part of the Re: Earth service, the Company will notify the subscribers of the affected service at least three months in advance.
Even if it is impossible to provide notice three months in advance due to unforeseen circumstances, the enactment or revision of laws and regulations, natural disasters, or other unavoidable circumstances, the Company will notify the subscribers as soon as possible.
When the procedures stipulated in this article for notification have been followed, the Company is not responsible for the results of discontinuing the Re: Earth service.
Article 27 (Termination by the Subscriber)
The subscriber cannot terminate the usage agreement during the period specified in Article 6, Paragraph 1.
If the subscriber intends to terminate the usage agreement during the extended period specified in Article 6, Paragraph 2, the subscriber must notify the Company of their intention at least three months before the date of termination using the method specified by the Company.
Article 28 (Termination by the Company)
The Company may terminate all or part of the usage agreement without prior notice to the subscriber if the Company determines that the subscriber falls under any of the following items:
Violation of the usage agreement, and the violation is not corrected even after a reasonable period of notice.
Actions that interfere with the Company's business.
Seizure, provisional seizure, provisional disposition, tax delinquency disposition, or other disposition against significant property, or application for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings has been made.
Dissolution or resolution to transfer all of its business.
The subscriber's own promissory note or check becomes dishonored, leading to a payment suspension status.
The subscriber receives a disposition of business suspension or cancellation of a business license or registration from the supervisory authorities.
Any of the reasons listed in Article 5, Paragraph 2 applies.
Any of the reasons listed in Article 21, Paragraph 1 applies.
There are other serious reasons making it difficult to continue the usage agreement.
If the usage agreement is terminated based on the preceding paragraph, the subscriber loses the benefit of the deadline at the time of termination and immediately fulfills all obligations to the Company.
Article 29 (Handling After Termination of the Agreement)
Regardless of the reason, if the usage agreement is terminated, the subscriber must immediately terminate the use of the Re: Earth service and may not use the Re: Earth service thereafter.
The Company will erase all data stored in the Re: Earth service at its responsibility when the usage agreement is terminated.
The Company is not obligated to compensate the subscriber for any damages incurred due to the deletion of data based on this article.
Article 30 (Notification)
Notifications regarding the Re: Earth service or other notifications from the Company to the subscriber as stipulated in this agreement will be conducted through methods such as email or other means specified by the Company. The effectiveness of the notification is deemed to occur upon dispatch by the Company.
Article 31 (Prohibition of Assignment of Rights and Obligations)
The subscriber shall not succeed or assign the contractual status of the usage agreement to a third party, nor shall they transfer, succeed, or provide as collateral to a third party any or all of the rights and obligations based on the usage agreement.
Article 32 (Force Majeure)
In the event that the performance of the Re: Earth service is hindered by force majeure, such as natural disasters, enactment or revision of laws and regulations, or other unavoidable circumstances, the Company shall not be held responsible for any damages incurred by the subscriber, regardless of other provisions of the usage agreement.
Article 33 (Consultation)
In the case of disputes, objections, or uncertainties arising between the parties regarding the interpretation of this agreement or in the event of matters not stipulated in this agreement, the parties agree to engage in sincere consultation to achieve a smooth resolution.
Article 34 (Governing Law and Jurisdiction)
Matters related to the usage agreement shall be governed by Japanese law, and the Tokyo District Court shall be the exclusive agreed-upon jurisdiction court for the first instance.
Enacted on December 12th, 2023