EXOffice Terms of Use

1. Definition

“WHERE” means a company duly established and existing under the laws of Japan, with its registered address at Kioicho Ark Building, 3-29 Kioicho, Chiyoda-ku, Tokyo, Japan.

“Customer” means an individual who agreed with this EXOffice Terms of Use, or a company or its Affiliated Company (as defined below) represented by the said individual, or a company or its Affiliated Company that signed the Usage Contact (as defined below).

“Affiliated Company” means a company controlled by the company that directly or indirectly controls the target company, or a company under common control with the said company. Control in this clause means owing more than 50% of the voting rights of the said company or managing the said company with the authority to exercise.

“User” means an individual that is assigned by the Customer (or by WHERE due to the demand from the Customer) the user ID and the password (whenever required for the Service that is defined below).

“Terms of Use” means these EXOffice Terms of Use.

“Usage Contract” (hereinafter referred to as “Contract”) is a contract concluded between Customer and WHERE to identify this Service (as defined below) provided under these Terms of Use. Each Affiliated Company, same as an individual that signed the Contract, agrees to enter the bound state with the conditions of the Contract, when signing the Contract based on these Terms of Use.

“Usage Contract Document” (hereinafter referred to as “Contract Document”) is a document for concluding this Contract.

“Materials Attached to the Usage Contract Document” (hereinafter referred to as “Attachments”) are these Terms of Use, “Personal Information Protection Policy”, and “Service Level Agreement (SLA)” of the applicable service. If the provisions of the Attachments are different from those of the Contract Document, the provisions of Contract Document shall take precedence over the provisions of the Attachments.

“Contract Period” means the period from the effective date to the expiration date, as defined in the Contract Document.

“Contract Usage Period” is the period from the start date to the end date of using this Service specified in the Contract Document.

“Service” is EXOffice that customers use under these Terms of Use. “Service” does not include the Content (as defined below) or Non-EXOffice Services.

“Content” means the information provided to the Customer by WHERE, acquired from the information sources disclosed by WHERE or from its related companies, through the Service or in accordance with the Contract Document, and is precisely described in the Attachments

“Customer Data” means the electronic data stored in the Service by the Customer or for the Customer. Customer Data does not include the Content, nor Non-EXOffice Services.

“Malicious Code” means the code, the file, the script, the agent, or the program, that is designed for harming, including virus, worms, timebomb, Trojan, or otherwise.

2. General Rules

WHERE shall provide the Service to the Customer under these Terms of Use.

The Customer shall fulfill all obligations set forth in these Terms of Use in good faith.

3. Revision of these Terms of Use

WHERE may change these Terms of Use, whenever necessary, in accordance with the Article 548-4 of the Civil Code (Change of Standard Contracts). Change of these Terms of Use shall be made by either one of the following.

(1) Publishing on WHERE’s web site or on the web site dedicated to the Service. The notification to the Customer is deemed completed at the moment the publication is made on the said sites.

(2) Other notification that WHERE judges appropriate. In this case, the notification to the Customer is deemed completed at the moment specified in the said notification.

After the revision becomes effective, the Customer is deemed to agree with the change and accept the revised Terms of Use, when the Customer starts using it or pays for the Service without any particular questions in advance, or when WHERE finds it reasonable the Customer accepted these Terms of Use without any objection.

4. Operation and Use of the App

Regarding the operating authority and Terms of Use of EXOffice APP, “EXOffice App Terms of Use” shall be established separately from these Terms of Use.

5. Content of the Service

The Content of the Service that WHERE provides to the Customer and the User are as shown in the attached document of the Contract.

6. WHERE’s Responsibility

6.1 Provision of the Service

WHERE shall have the following obligations.

(1) WHERE provides the Customer with the Service and the Content in accordance with applicable Terms of Use, the Contract Document and the Attachments.

(2) Except for the listed below, WHERE shall provide the paid service in accordance with the “Service Level Agreement”; (i) Planned stop (in this case, WHERE notifies electronically in accordance with the Attachments beforehand), (ii) Shut down by the unforeseen circumstances out of reasonable control (Force majeure, government actions, floods, fires, earthquakes, riots, terrorist acts, labor disputes such as strikes except by our employees, failure or delay of internet service providers, or otherwise）

(3) Installation of the infrastructure required for the provision of the Service as well as the removal and restoration when the Service ends. Infrastructure in this clause means EXBeacon platform, management server, communication devices, various sensors and others defined in the Contract Document.

(4) WHERE will provide the BLE tag (transmitter) required to provide the Service. BLE tags are used for positioning people and things.

(5) To provide the Service in accordance with relevant laws and government regulations. However, it is a condition that the Customer is using the Service in accordance with these Terms of Use, the Attachments and the applicable Contract Document.

6.2 Protection of the Customer Data

WHERE shall handle the personal information and the user information appropriately in accordance with WHERE’s Privacy Policy set forth separately (https://where123.jp/privacy/) as well as WHERE’s Information Security Basic Policy (https://where123.jp/security_policy/).

The location information acquired by the Service is not classified as the personal information that is bound by Law Concerning the Protection of Personal Information. However, WHERE treats this location information as personal data equivalent to personal information and handle it appropriately in accordance with WHERE’s Privacy Policy and WHERE’s Information Security Basic Policy. The Customer shall announce the purpose of use to the User to have the User accept it in advance when they start using the Service.

The location information of the employee acquired by the Service does not include GPS (Global Positioning System) information. Positioning target is limited within the scope of the Contract.

When the Customer demands, within 30 days after the cancellation or expiration date of the Contract Document, WHERE shall make the Customer data available for export or download in accordance with the Attachments. After the said 30 days, WHERE has no obligation to retain the data nor provide it to the Customer, and as far as not violating the law, WHERE will erase or destroy all of the Customer data in accordance with the Attachments, including its copy, residing inside the WHERE’s system as well as any Customer data controlled by WHERE.

6.3 WHERE’s workforce

WHERE is responsible for fulfillment and compliance with obligations of the workforce of its own and the Affiliated Company (including employee and the trustee) in accordance with these Terms of Use. Provided, however, that this shall not apply if there are other provisions specified separately in this Contract Document.

7. Use of the Service and the Content

7.1 Upper limit of use

The Customer can use the Service and the Content specified in the Contract Document and the Attachments within the range of the User specified in the Contract Document. In principle, the number of Users specified in the Contract Document shall be 100 or more and shall be determined in units of 10.

Unless otherwise specified, (1) Access to the Service and the Content shall be denied for the Users exceeding the number of the User specified in the Contract Document. (2) Password of the User is not allowed to share with someone else. (3) Unless otherwise specified in the Contract Document, the ID of the User that is no longer used can be reassigned to the new User.

When the Customer exceeds the contractual upper limit or attempts not to comply with that, the Customer, according to WHERE’s request and without any delay, shall enter the agreement to add the quantity of the Service and the Content or shall pay for the exceeding amount of the use in accordance with the clause “Fee and the Payment”.

7.2 Obligations of the Customer

Customer has the following obligations.

(1) The User shall comply with these Terms of Use, the Contract Document and the Attachments.

(2) The Customer is responsible for the way that the Customer acquires the Customer Data and uses the Customer Data.

(3) The Customer shall make an effort to prevent the unauthorized access and use of the Service and the Content and shall report to WHERE without any delay whenever the Customer finds the unauthorized access and use.

(4) The Customer shall use the Service and the Content only in the way that is complied with these Terms of Use, the Contract Document, the Attachments and related laws and regulations.

WHERE can immediately stop the Service whenever judged it as the threat to the security, completeness, or availability of EXOffice service that the Customer or the User uses the Service in the way that is not complied with the items listed above. Provided, however, before the said seize of the Service, WHERE will appropriately act by notifying the Customer so that the Customer has the chance to correct the violation or threat.

(5) Procedures at the end of service provision

When WHERE stops or finishes providing the Service, the Customer and the User are not allowed to use the Service and shall return or destroy all materials and data provided by WHERE according to WHERE’s instruction.

WHERE can delete all data registered in the Service on its own responsibility, when the Contract is caused to end by any reason. The Said deletion shall be carried out within one month after the end of the Contract; however, the deletion date can be determined in the discussion with the User.

7.3 Restrictions on use

Customer has the following restrictions on use.

(1) To make the Service or the Content available for anybody else than the Customer or the User. To make use of the Service or the Content for the benefit of anybody else than the Customer and its Affiliated Company. Provided, however, that this shall not apply if there are other provisions specified separately in this Contract Document and the Attachments.

(2) To use the Service or the Content for the sale, resale, license, sublicense, distribution, provision, rent or lease. To include the Service or the Content in any other services.

(3) To store or send out using the Service the infringement or defamation and other unlawful or illegal content or the content that infringes the privacy rights of third parties.

(4) To store or send out the Malicious Code using the Service.

(5) To rewrite or to disturb or confuse the specifications of the Service or the third-party data included in the Service.

(6) To try to perform the unauthorized access to the Service, the Content, or the related system or network.

(7) To allow the use of the Service or the Content by way of avoiding the contractual upper limit, or to allow the access to the intellectual property or its use by way of outside these Terms of Use, the Contract Document, or the Attachments.

(8) To modify or duplicate the features, function, or user interface of the Service or some part of that, or to produce derivatives out of such activity.

(9) To duplicate the Content not in the cases specified in the Terms of Use, the Contract Document, or the Attachments.

(10) To frame or mirror the part of the Service or the Content. Provided, however, that this shall not apply to the cases specified in the Contract Document or the Attachments.

(11) Except for allowed by the related laws, for the purpose of following (i) to (iv), to perform disassembling, reverse engineering, or decompiling the Service or the Content, or the installed infrastructure, or provided BLE tag, or accessing to the Service or the Content, the installed infrastructure, or provided BLE tag; (i) to produce the competitive product or service, (ii) to produce the product or service utilizing the idea, features, or the graphics similar to the Service, (iii) to reproduce the ideas, features or graphics of the Service, and (iv) to judge if the Service is within the scope of certain patent.

7.4 Deletion of the Content

The Customer shall respond the request immediately when the Customer is notified to delete, modify, or ineffective the Content to avoid the violation of the related law or the third party’s rights. WHERE can disable the applicable Content or the related Service until the possibility of violation or infringement vanishes in case the Customer does not take the necessary countermeasure, or WHERE concludes that there is a possibility to cause continuous violation or infringement. 

On WHERE’s request, the Customer shall confirm with the written statement the said deletion or suspension of use, and WHERE has the rights to submit the copy of that to the third party or governmental organization (whichever applies) that made a claim. WHERE can suspend the Customer’s access to the Service or the Content, in case WHERE receives the information that the Content provided to the Customer possibly violates the related law or infringes the third party’s rights.

8. Fee and the Payment

8.1 Fee

Unless otherwise specified in these Terms of Use or the Contract Document, the customer shall pay the following fee.

(1) The fee is based on the contract related to the use of this Service and the Content and is not based on the actual use.

(2) The customer shall pay the monthly fee specified in the Contract Document by the end of the following month.

(3) The Customer shall pay the introduction cost fee specified in the Contract Document according to the payment date of the first monthly fee.

(4) If the Customer suspends (cancels) the Contract during the Contract Period, unless otherwise specified in this Contract Document, the Customer shall pay the fee equivalent to the amount as defined in the Contract Document for the remaining period from the cancellation effective date to the expiration of the Contract Period.

(5) If the contract start date is in the middle of the month excluding the first day of the month, the start of use shall be regarded as the first day of the following month, and the monthly fee specified in the attached sheet of the Contract Document shall be paid by the end of the following month. If the end date is in the middle of the month, the full monthly fee for that month shall be paid by the end of the following month.

(6) If the number of users specified in the Contract Document or the usage exceeding the upper limit of usage is confirmed, the excess usage amount will be converted to 1.5 times the unit price specified in the Contract Document, and the Customer shall pay for that.

(7) The paid fee is non-refundable.

8.2 Billing and the payment

WHERE shall make a billing to the Customer in accordance with the provisions of the Contract Document. Unless the Contract Document provides otherwise, WHERE will issue an invoice for the current month at the end of the month, and the Customer shall pay by the end of the following month.

8.3 Late payment

If the billed amount is not received by the due date, WHERE may take either or both of the following actions: (1) Against the billed amount, to claim late interest of monthly interest 1.5% for the monthly unpaid balance from the due date to the date of payment. (2) Payment terms shorter than those set forth in the “Billing and the Payment” clause shall be the terms of future Contract Document.

8.4 Suspension of the service and acceleration

If the Customer’s performance of monetary obligations under these Terms of Use is delayed for more than 30 days, WHERE will charge the Customer for all payments of any unpaid fee obligations under these Terms of Use. WHERE may suspend the service to the Customer until all such amounts have been paid.

8.5 Price revision

Principally, WHERE can revise the fee once a year. Unless otherwise specified in the Contract Document, the revised fee will be applied at the next contract renewal.

9 Contract Period, Contract Usage Period and Cancellation

9.1 Contract Period

The Contract Period shall be specified in the Contract Document. The Contract Period includes not only the Contract Usage Period for the Customer to use the Service, but also the infrastructure development period and infrastructure removal period.

9.2 Contract Usage Period

The Contract Usage period is the period during which the Customer can use the Service and shall be stipulated in the Contract Document. Unless otherwise specified in the Contract Document, the minimum Contract Usage Period is one year or more. In addition, after the expiration of the initial Contract Usage Period, the Contract shall be automatically renewed for the same period as the expiration Contract Period or for one year, whichever is shorter, and the same shall apply thereafter. However, this does not apply if one of the contracting parties notifies the other party in writing that it will not be renewed 60 days or more before the end of the applicable Contract Period (email is also acceptable).

9.3 Cancellation

Either one of the parties may cancel the Contract Document in the following cases. (1) When the other party commits a serious breach, given a written notice with a 30-day deadline, and the breach is not corrected at the end of the period. (2) When the other party becomes a subject to a petition for bankruptcy or suspension of payment, property management by the trustee, liquidation or other procedures related to property transfer for the creditor. (3) When it is found that the other party violates any of the statements stipulated in each item of “Elimination of antisocial forces” described later.

In addition, the Customer may cancel the Contract, if the Customer gives a written notice (or e-mail is also acceptable) of cancellation 60 days or more in advance and pays the fee specified in the above-mentioned “Fee and the Payment”.

9.4 Refund or payment at the time of cancellation

If the Customer cancels in accordance with the provisions of (1) to (3) of “Cancellation”, WHERE will refund the Customer the amount of the fee already paid and equivalent to the remaining period of the Contract Period after the cancellation effective date specified in all the Contract Document.

If WHERE cancels the Contract in accordance with the provisions of (1) to (3) of the above “Cancellation”, the Customer shall, to the extent permitted by applicable laws and regulations, pay the amount of the fee unpaid and equivalent to the remaining period until the expiration of the Contract Period after the cancellation effective date. In no event shall WHERE exempt the Customer’s obligation to pay WHERE for the period prior to the effective date of cancellation.

10 Survival

“Fee and the Payment”, “Property Rights and License”, “Confidentiality”, “Disclaimer”, “Limitation of Liability”, “Refund or Payment at the Time of Cancellation”, “Deletion of the Content”, “Survival” and “General provisions” specified in the Contract Document shall survive the termination or expiration of the Contract Document, and the provision of “Protection of Customer Data” shall survive the termination or expiration of the Contract Document, as long as WHERE continues to retain customer data.

11 Property Rights and Licenses

11.1 Reservation of rights

WHERE, its Affiliated Company, their licensors, and the provider of the Content reserve all rights and interests (including all related intellectual property rights) with respect to the Services and the Content. No rights other than those set forth in these Terms of Use are also assigned to the Customer under these Terms of Use.

11.2 Access and use of the Content

The Customer reserves the rights to access and use the applicable Content in accordance with these Terms of Use, the Contract Document, and the Attachments.

11.3 License to WHERE

When WHERE provides the Service and related systems in accordance with these Terms of Use, or when ensuring the proper operation of the Service and related systems, the Customer shall grant WHERE, its Affiliated Company and applicable trustee the license of limited period to host, copy, use, transmit and display the program code the Customer created or created for the Customer, as well as the Customer Data.

Except for the limited licenses granted in this section, WHERE will not obtain any rights or interests in the Customer or the Customer’s licensors regarding Customer Data or such program code under these Terms of Use.

11.4 License of Customer Feedback

The Customer grants WHERE and its Affiliated Company a permanent, irrevocable, and free license to use all suggestions, improvement requests, proposals, amendments, or other feedback that the Customer or the User provide regarding the operation of the services of WHERE or its Affiliated Company and to incorporate them into the services of WHERE or its Affiliated Company.

12 Disclosure of Use Cases

WHERE shall be able to disclose the Customer’s company name on the homepage as a company introducing the Service unless there is a prior request from the Customer to refuse disclosure.

13 Data Use by WHERE

For statistical surveys aimed at improving and maintaining this service, WHERE will process and utilize the usage status of the Service, the frequency of use of screens and items, the working status, operation status, communication status and the like of terminals and dashboards. The statistical values shall be processed and utilized, and the Customer agrees that WHERE is to carry out such statistical survey and processing utilization.

WHERE may request the Customer and the User to provide information about the Service. The Customer agrees that WHERE will use the content of this information during the term of the Contract and after the termination of the Contract.

The Customer shall agree that WHERE will obtain the information in the previous two paragraphs as statistical values such as usage status for each Customer, and based on the analysis results, WHERE will provide it for the purpose of consulting the utilization of the Service and related services to the Customer.

14 Confidentiality

14.1 Definition of confidential information

“Confidential Information” is all information that one party (hereinafter referred to as the “Disclosing Party”) discloses to the other party (hereinafter referred to as the “Receiving Party”) verbally or in writing and is designated as confidential or what is reasonably understood to be confidential due to the nature of the information and the circumstances of disclosure.

Customer’s Confidential Information includes Customer Data, and WHERE’s Confidential Information includes the Service and the Content, as well as these Terms of Use and Conditions of all terms of the Contract (including prices). Confidential Information of each contracting party includes business / marketing plans, technology / technical information, product planning / design, and business processes disclosed by that party.

However, Confidential Information does not include the following information: (1) Information that is publicly known or has become publicly known without violating the obligation to the Disclosing Party. (2) Information that the Receiving Party knew before the information was disclosed by the Disclosing Party without violating the obligation to the Disclosing Party. (3) Information from a third party without breaching the obligation to the Disclosing Party. (4) Information originally developed by the Receiving Party.

14.2 Protection of Confidential Information

Within the two contracting parties, each contracting party reserves all rights to its own Confidential Information. The Receiving Party shall take the following actions with the due care of a prudent manager. (1) Receiving Party will not use the Confidential Information of the Disclosing Party for purposes outside the scope of these Terms of Use. (2) Unless otherwise approved in writing by the Disclosing Party, the Receiving Party shall limit the access to Disclosing Party’s Confidential Information only to the employees and the trustee of the Receiving Party and its Affiliated Company who need to access to the Confidential Information due to the purpose in accordance with these Terms of Use, require them to establish protection that does not substantially fall below what is stipulated in this article regarding the protection of Confidential Information and have them agree to the confidentiality agreement with the Receiving Party. Neither contracting party shall disclose these Terms of Use or the terms of the Contract Document to any third party other than its Affiliated Company, its own lawyers, accountants, and tax accountants without the prior written consent of the other party. However, any party making such disclosure to their Affiliated Company, lawyers, accountants, and tax accountants shall be liable for their Affiliated Company, lawyers, accountants, and tax accountants to comply with this “Confidentiality” clause. Notwithstanding the above, WHERE may disclose these Terms of Use and the applicable terms of the Usage Contract Document to the subcontractor’s provider under the protection of the Confidential Information that is substantially equal to the one specified in these Terms of Use, only to the extent necessary to execute the WHERE’s obligation specified in these Terms of Use.

14.3 Compulsory Disclosure

Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law. However, the Receiving Party shall give advance notice to the Disclosing Party regarding the compulsory disclosure, and if the Disclosing Party wishes to object to the disclosure, the Receiving Party shall give the Disclosing Party the reasonable assistance at the Disclosing Party’s expense. If the Receiving Party is compulsory required by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceedings in which the Disclosing Party is a party concerned and the Disclosing Party has not objected to the Disclosure, the Disclosing Party shall reimburse the Receiving Party’s reasonable cost of collecting such Confidential Information and providing secure access.

15 Warranty, Exclusive Remedies and Disclaimers

15.1 Warranties

WHERE warrants the following items during the Contract Usage Period of the Service.

(1) These Terms of Use, the Contact Document, and the Attachments accurately describe the administrative, physical, and technical safeguards applicable to protect the security, confidentiality, and integrity of the Customer’s data.

(2) WHERE shall not substantially reduce the overall security of the Service.

(3) The Service shall operate in accordance with the substantially applicable Attachments.

The Customer’s remedies against WHERE in the event of any breach of any of the above warranties shall only be set forth in the “Cancellation” and ” Refund or Payment at the Time of Cancellation” clauses above.

15.2 Disclaimer

Except as provided in these Terms of Use, neither party makes any warranty of any kind, whether based on law or otherwise.

16 Limitation of liability

16.1 Limitation of liability

All liability of each contracting party and all its Affiliated Company arising out of or in connection with these Terms of Use shall not exceed the total amount paid under these Terms of Use by the Customer and its Affiliated Company for the Service that caused the damage during the 12 months prior to the date of the first incident causing the damage. This provision applies regardless of whether the other party’s claim is contractual or tort, and regardless of any theory of liability.

16.2 Disclaimer of consequential damages and related damages

In no event either party or any of its Affiliated Company shall be liable for any lost profits or loss of business credit, or indirect, special, incidental, or consequential damages, compensation damages, damages, or punitive damages due to business interruptions arising out of or in connection with these Terms of Use. This provision applies regardless of whether the other party’s claim is contractual or tort, and regardless of any theory of liability, or also applies if the party concerned or its Affiliated Company have been informed of the possibility of such damages, or when no other method is able to achieve the essential purpose of remedies by the party concerned or its Affiliated Company but does not apply to the extent prohibited by law.

17 General provisions

17.1 Anti-corruption

Both parties have not received or never been provided with any illegal or improper bribes, rebates, payments, gifts or other valuables from the other party’s employees or agents in connection with these Terms of Use. Reasonable gifts, entertainment, and the like provided during normal transactions do not violate the above restrictions.

17.2 Elimination of anti-social force

The customer and WHERE each represents the following items on the effective date of this Contract and during the valid period of this Contract.

(1) Each party itself and its officers (meaning employees who execute business, directors, executive officers, or equivalent persons), persons who substantially control the management or employees engaged in the management (hereinafter collectively referred to as “Party Itself or Officers, etc.”) are not gangsters, companies affiliated with gangsters, professional trouble-maker at shareholders meetings, groups engaging in criminal activities under the pretext of conducting social campaigns, crime groups specialized in intellectual crimes, terrorists, terrorist organizations or their equivalents or their members (hereinafter collectively referred to as “Anti-social Force”) and have not been the Anti-social Force in the past five years.

(2) Party Itself of Officers, etc. do not have a socially criticized relationship with the Anti-social Force. (3) Part Itself of Officers, etc. do not have a relationship to provide funds or facilities to the Anti-social Force. (4) Party Itself of Officers, etc. do not allow the Anti-social Force to use their own name and conclude these Terms of Use and the Contract Document. (5) Party Itself of Officers, etc. themselves or using a third party do not do the following to the other party. (i) Violent demands, (ii) Unreasonable demands beyond legal liability, (iii) Threatening behavior or use of violence in transactions, (iv) Disseminating rumors, and performing the acts that interfere with business or damaging credibility by using counterfeiting or power.

In addition, WHERE and the Customer shall not be liable to the other party for any damages caused or related to the cancellation due to the breach of this section by the other party.

17.3 Complete agreement and priority

This Contract is the entire agreement between Customer and WHERE regarding Customer’s use of the Service and the Content and supersedes any previous or contemporaneous agreements, proposals, or representations regarding the purpose matters of this Contract.

If there is a contradiction or inconsistency between the documents related to the use of the Service and the Content, the priority shall be as follows. (1) Applicable Contract Document, (2) these Terms of Use, (3) the Attachments. The titles and headings of each clause of these Terms of Use are for convenience only and shall not affect the interpretation of the provisions of these Terms of Use.

17.4 Waiver

Failure by either party to enforce any rights under these Terms of Use or delay in enforcement shall in no way be construed as a waiver of those rights.

17.5 Separability

In the event any of the provisions of these Terms of Use, the Contract Document, or the Attachments is held illegal by a court of competent jurisdiction, that provision shall be deemed ineffective and the other provisions in the Contract shall remain in effect.

17.6 Assignment

Neither contracting party may assign any of its rights and obligations under this Contract without the prior written consent of the other party. However, both contracting parties can assign the Contract Document as a whole without the consent by the other to its Affiliated Company, or in the event of a merger, acquisition, company split, or other equivalent company restructuring or transfer of all of the party itself, or substantially all of their own business.

Notwithstanding the above, if one party is acquired by the other’s direct competitor and transfers all or substantially all of its business to the other’s direct competitor, or in the event of a change of control in one party in the interests of the other party’s direct competitor, the other party concerned may terminate this Contract with written notice. In the case of such cancellation, WHERE shall refund to the Customer the prepaid fee equivalent to the remaining period of the Contract Period after the effective date of the cancellation. Subject to the above, this Contract shall be binding both contracting parties, their successors and authorized assignees and shall enter into force for their benefit.

17.7 Notification method

Unless otherwise specified in this Contract Document, all notices regarding this Contract Document shall be in writing (including e-mail) and shall become effective at the following times. (a) when delivered to an individual, (b) 2 business days after mailing, (c) date of sending by email. However, e-mails are excluded from notices requesting cancellation or compensation from the other party (hereinafter referred to as “Legal Notices”) (Legal Notices clearly specify that fact).

Notifications to WHERE shall be sent to the following addresses.

Ken Mori, Management Headquaters,

WHERE, Inc.

Kioicho Ark Building, 3-29 Kioicho, Chiyoda-ku, Tokyo

Address: t_mori@where123.jp

Or the address that we have updated with a written notice to the Customer. Billing-related notifications to the Customer will be sent to the person in charge designated by the Customer.

17.8 Governing Law and Jurisdiction Agreement

Each contracting party agrees that Japanese law shall be the governing law for disputes or proceedings arising out of or related to these Terms of Use, and that the courts located in Tokyo have exclusive jurisdiction over the disputes or proceedings.

EXOffice App Terms of Use

Article 1 About Terms of Use

Following EXOffice App Terms of Use (hereinafter referred to as the “Terms of Use”) defines the conditions of use of the service provided by WHERE, Inc. (hereinafter referred to as “WHERE”) on EXOffice App (hereinafter this service as the “Service” and this EXOffice App referred to as the “App”) and the rights to operate the App, and shall apply to all behaviors required when the user (hereinafter referred to as “User”) uses the Service and operates the App. The User means the person who is granted the User ID and the password (when required for the authentication) by the company or the corporation (hereinafter referred to as the “Company”) (or by WHERE, if ordered by the Company) that has separately agreed with EXOffice Terms of Use.

WHERE may provide the User with updated version or version upgrade information of the App. In this case, such updated version or version upgrade information will be treated as the App, and the Terms of Use will also apply to these.

All services provided by EXOffice are stipulated in the EXOffice Terms of Use or the EXOffice Subscription Terms of Use.

Article 2 Revision of the Terms of Use

  1. At WHERE’s sole discretion, WHERE may revise the contents of the Terms of Use at any time without obtaining the consent of the User, and the User shall consent to this.
  2. The revised Terms of Use shall become effective from the time they are displayed on the App, unless otherwise specified by WHERE.

Article 3 Agreement to Terms of Use

  1. When the User downloads the App to the User’s own mobile terminal such as a smartphone (hereinafter referred to as the “Mobile Terminal”) and performs the procedure for agreeing to the Terms of Use, the usage contract in accordance with the provisions of the Terms of Use will be established between WHERE and the User.
  2. If the User does not agree with the revised Terms of Use, the App shall be immediately deleted from the User’s own Mobile Terminal.
  3. If the User uses the Service after the change of the Terms of Use becomes effective, it is deemed that the User has agreed to all the contents of the changed Terms of Use.

Article 4 Conditions of use

  1. The User can use the App only after having agreed with the Terms of Use.
  2. It is the User’s responsibility to download and install the App on the Mobile Terminal.
  3. The App can be downloaded and installed only on the said Mobile Terminal.
  4. The App does not guarantee that it will be compatible with all Mobile Terminals. Please refer to the dedicated site (https://where123.jp/solutions/office/exoffice/) for the compatible Mobile Terminal models.
  5. The App can be used only by the User who have agreed in advance to the purpose of the use announced by the Company.

Article 5 Account management

  1. The User shall manage the information registered at the time of use (hereinafter referred to as the “Registered Information”), including e-mail address, ID, password, and other required information, under the responsibility of the User. The User shall not allow a third party to use the Registered Information, or lend, transfer, change of name, buy, sell, or otherwise.
  2. If the service is used according to the Registered Information, WHERE can treat it as the one used by the person who registered for the use and will not be responsible for the result from the use.

Article 6 Handling of personal information and other related information

  1. Personal information and User information will be handled appropriately in accordance with WHERE’s Privacy Policy (https://where123.jp/privacy/) and Basic Information Security Policy (https://where123.jp/security_policy/) separately set by WHERE.
  2. The location information of the User acquired by the App is not the personal information stipulated by the Act on the Protection of Personal Information. However, WHERE treats this location information as personal data equivalent to personal information. WHERE will handle it properly in accordance with WHERE’s Privacy Policy and Basic Information Security Policy. It is required for the Company to announce the purpose of use of the Service to the User in advance and obtain the consent of the User.
  3. GPS (Global Positioning System) information is not included in the location information of the User acquired by the App. The location is limited to the range specified in the EXOffice Service Agreement separately established between WHERE and the Company.

Article 7 Prohibited acts

  1. When using the Service, WHERE prohibits the following acts from the User. If WHERE finds that the User has violated the prohibited items, WHERE can suspend the use, cancel the contract, or take other measures that is deemed necessary. In that case, WHERE will not take any responsibility to the User.

(1) The act of using, creating, distributing, selling, or otherwise of the external tools that affect the Service.
(2) The act of manipulating or changing the parameter data of the Service.
(3) Acts that interfere with the functions of the App.
(4) Acts that destroy the security device or security code built into the App.
(5) Disassemble, decompile, reverse engineer the App, and analyze the source code, structure, ideas, or otherwise of the App.
(6) Acts of copying, transmitting, transferring, lending, translating, adapting, modifying, combining with other software, or otherwise of the App.
(7) Other acts that infringe the rights, regarding the App, of the provider of the App.
(8) The act of illegally collecting, disclosing, or providing personal information, personal data, usage history information, or otherwise of others.
(9) Acts that encourage a third party to perform any of the above acts.
(10) The act of disposing of the App and the rights to use the App based on the Terms of Use by sublicensing, transferring, or transferring to a third party, or otherwise.
(11) The act of removing or changing the notice of copyrights and other rights attached to the App.
(12) Other acts that WHERE deems inappropriate.

Article 8 DISCLAIMER

  1. WHERE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY THE USE OF THE SERVICE.
  2. IF THE USER CAUSES DAMAGE TO A THIRD PARTY BY USING THE SERVICE, THE USER SHALL COMPENSATE FOR THIS AT ONE’S OWN EXPENSE AND RESPONSIBILITY.
  3. WHERE IS NOT RESPONSIBLE FOR ANY DATA CORRUPTION CAUSED BY THE SERVICE DUE TO SOME EXTERNAL FACTOR.

Article 9 Governing law, court of jurisdiction

  1. The validity, interpretation and performance of the Terms of Use shall be governed by and construed in accordance with laws of Japan.
  2. For discussions, proceedings, and all other disputes between WHERE and the User, the Tokyo Summary Court or the Tokyo District Court shall be the exclusive consensus court of jurisdiction, depending on the amount of the complaint.

Revision date: December 21, 2020