Terms of Use

1Definitions

The terms used in these Terms are defined as follows.

• "the Services": All cybersecurity solutions offered by the Company, including UPAS ZTA, Keyper, eKYC, consulting, website and system development, and all ancillary services.
• "Customer": Any corporation or individual that agrees to these Terms and uses the Services.
• "Service Agreement": The agreement concluded between the Company and the Customer regarding use of the Services pursuant to these Terms.
• "Content": All documents, software, data, images, and other information provided by the Company through the Services.

2Scope of Application

These Terms apply to all aspects of the relationship between the Company and the Customer in connection with use of the Services. Any individual rules, guidelines, or policies separately established by the Company in connection with the Services form part of these Terms. Where these Terms and any individual rules conflict, the individual rules shall prevail.

3Application for Use and Formation of Agreement

Customers wishing to use the Services shall apply by the method specified by the Company. A Service Agreement is formed when the Company accepts the Customer's application. The Company may decline to accept an application in the following circumstances.

1. The application contains false information, errors, or omissions.
2. The Customer has previously had an agreement with the Company terminated due to a breach of these Terms or for any other reason.
3. The Customer is or may be an antisocial force.
4. The Company otherwise determines that acceptance is not appropriate.

4Provision of Services

The Company shall provide the Services in accordance with these Terms and any separately concluded individual agreement. The Company may modify the content of the Services to improve quality, add features, or change specifications, with prior notice to the Customer.

The Company may temporarily suspend or interrupt all or part of the Services in the following cases. Where possible, the Company will provide advance notice to Customers.

1. When performing maintenance or updates to the system
2. When provision of the Services becomes difficult due to force majeure such as earthquake, lightning, fire, or power outage
3. When a failure occurs in computer systems or communication lines
4. When the Company otherwise determines that suspension or interruption is necessary

5Fees and Payment

Fees for the Services are as set out in the individual agreement or the fee schedule separately established by the Company. Customers shall pay fees by the method designated by the Company.

If a Customer delays payment of fees, the Company may charge late payment interest at an annual rate of 14.6%. If a payment delay continues for a certain period, the Company may suspend provision of the Services.

6Prohibited Conduct

Customers shall not engage in any of the following acts when using the Services.

1. Acts that violate laws or regulations or public order and morals
2. Acts that infringe the intellectual property rights, privacy, reputation, or other rights or interests of the Company or third parties
3. Reverse engineering, decompiling, or disassembling the Services
4. Reselling, redistributing, or sublicensing the Services to third parties
5. Unauthorised access to the Company's systems, or acts that may lead to such access
6. Acts that may interfere with the operation of the Services
7. Providing benefits to antisocial forces or otherwise engaging in conduct related to antisocial forces
8. Any other acts that the Company determines to be inappropriate

7Intellectual Property Rights

All intellectual property rights, including copyrights, patent rights, and trademark rights, in the Services and Content belong to the Company or their legitimate owners. The licence to use the Services granted under these Terms does not constitute an assignment or licence of any such rights.

Rights in data and information provided by the Customer to the Company through the Services remain with the Customer. However, the Customer grants the Company the right to use such data and information to the extent necessary for provision of the Services.

8Confidentiality

Both the Company and the Customer shall not disclose or leak to any third party, and shall not use for any purpose other than the use of the Services, any technical, business, or operational information disclosed by the other party in connection with use of the Services that is expressly designated as confidential (hereinafter "Confidential Information").

The following information shall not constitute Confidential Information.

1. Information that was already publicly known at the time of disclosure
2. Information that became publicly known after disclosure through no fault of the receiving party
3. Information already lawfully held by the receiving party at the time of disclosure
4. Information required to be disclosed pursuant to law or an order of a court or government authority

9Handling of Personal Information

The Company shall appropriately manage personal information obtained from Customers in the course of providing the Services in accordance with the separately established Privacy Policy.

10Disclaimer and Exclusion of Warranties

The Company does not warrant that the Services are fit for any particular purpose, useful, accurate, complete, or secure. Except in cases of the Company's wilful misconduct or gross negligence, the Company shall not be liable for any damages incurred by the Customer in connection with the Services.

The Company shall not be liable for the following.

1. Interruption, delay, or suspension of the Services due to causes beyond the Company's control, such as natural disasters, power outages, or communication failures
2. Security breaches or unauthorised access by the Customer or third parties
3. Acts performed by the Customer using the Services and their consequences
4. Damages arising from services or software provided by third parties

11Limitation of Liability

Even where the Company bears liability for damages to the Customer, the Company's liability shall be limited to the total amount of fees paid by the Customer to the Company for the relevant Services during the immediately preceding 12-month period. This limitation shall not apply in cases of the Company's wilful misconduct or gross negligence.

In no event shall the Company be liable for indirect damages, special damages, lost profits, or data loss, regardless of whether such damages were foreseeable.

12Termination of Agreement

The Company may, without prior notice, suspend provision of the Services or terminate the Service Agreement if the Customer falls under any of the following circumstances.

1. Breach of any provision of these Terms
2. Failure to pay fees for two or more months
3. Filing for attachment, provisional attachment, bankruptcy, civil rehabilitation, corporate reorganisation, or similar proceedings
4. Discovery that the Customer is an antisocial force
5. Any other circumstances in which the Company determines that continuation of the Service Agreement is inappropriate

Upon termination of the Service Agreement, the Customer shall immediately cease using the Services and dispose of any Content provided by the Company.

13Changes to These Terms

The Company may amend these Terms when it determines necessary, with prior notice to Customers. Amended Terms shall take effect from the time announced by the method specified by the Company. Continued use of the Services after the amendment shall be deemed as consent to the amended Terms.

14Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Japan. Any disputes arising from or in connection with these Terms or the Services shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

15Contact

For questions or enquiries regarding these Terms, please contact us at the following.