“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.
“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).
“Usage Contract Document” (hereinafter referred to as “Contract Document”) is a document for concluding this Contract.
“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.
“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
(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.
4. Operation and Use of the App
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.
(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.
6.2 Protection of the Customer Data
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
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.
(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.
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.
(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.
(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
(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
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).
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.
“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
11.2 Access and use of the Content
11.3 License to WHERE
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.
14.1 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.
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
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
WHERE warrants the following items during the Contract Usage Period of the Service.
(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.
16 Limitation of liability
16.1 Limitation of liability
16.2 Disclaimer of consequential damages and related damages
17 General provisions
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.
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.
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,
Kioicho Ark Building, 3-29 Kioicho, Chiyoda-ku, Tokyo
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