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201704（iii）

Article 1 (General provisions)
The Terms of Use for e-Learning Services (hereinafter referred to as the “Terms”) stipulate matters that the parties that use the Services should comply with in relation to the Services defined in Article 3 that are provided by Cyber University Inc. (hereinafter referred to as the “Company”). In addition, in the event that the Company has presented use conditions for the Services other than the Terms (the application for use stipulated in Article 4, manuals, or guidelines), those use conditions will be a portion of the Terms, and they will be included in matters that should be complied with.

 

Article 2 (Definitions)
The definitions of words and phrases used in the Terms are as stated below.

(1) User
Refers to a company or equivalent institution, organization, or group that the Company nonexclusively allowed to use the Services, and that is the party for the application for use defined in Article 4

(2) ID
Refers to the code that will be used, in combination with the Password, to distinguish between the User and other Users for use of the Services

(3) Password
Refers to the code that will be used, in combination with the ID, to distinguish between the User and other Users for use of the Services

(4) ID and password
Refers to the combination of the ID and the Password

(5) The System
Refers to the server, hardware, and software for which the Company has the rights and that are necessary in order to provide the Services; the rights referred to in this item include but are not limited to the ownership, intellectual property rights, and licenses that have been granted by third parties.

(6) Content
Refers to content for e-learning that makes viewing and creating possible by using the Services

 

Article 3 (The content of the Services)

1. The content of the Services will be as stipulated in each of the items below.
   (1)　Cloud Campus
   (2)　frontshare
   (3)　A’OMAI
   (4)　Mock examination training
   (5)　CC Producer
   (6)　Other services stipulated by the Company
2. The User will consent in advance to the fact that there may be cases in which initial settings are necessary in order to receive the Services. The content and expenses for initial settings will be decided based on discussions with the Company.
3. In the event that the User wants the addition of separate functions, the content and expenses will be determined by discussions with the Company.
4. None of the rights that are generated in the processes for the initial settings or function additions stipulated in Article 3.2 or Article 3.3 will be transferred to the User, and they will all attribute to the Company irrespective of the case.

 

Article 4 (Establishment of an agreement)

1. An agreement for the use of the Services (hereinafter referred to as the “Use Agreement”) will be established at the time a person who wants to use the Services makes an application for the Services by submitting the Company’s designated application form (hereinafter referred to as the “Application for Use”) and the Company receives and consents to that application. Upon submission of the Application for Use it will be deemed that a person who wants to use the Services has agreed to the Terms.
2. In the event that a person who wants to use the Services falls under any of the items below, the Company can decline to consent to the application for use of the Services, and it will not bear any liability for doing so.
   (1)When there was an error, an omission, or a false entry in the Application for Use
   (2)When the Company has judged that, as a result of the provision of the Services, a hindrance is likely to arise for performance of the Company’s work or in a technical aspect
   (3)When the Company has judged that there is likely to be neglect of performance of obligations based on the Terms
   (4)When the Company has judged that the use of the Services is not appropriate
3. Unless the Company has given prior written consent, the User may not transfer to a third party all or a portion of positions, rights, or obligations under the Use Agreement, irrespective of whether it is for a fee or free of charge.
4. The User will use his or her own judgment about the reliability, accuracy, lawfulness, and usefulness of the content of the Services and will use the Services at his or her own liability.
5. In the event that there has been a change of information or content that was provided to the Company through the Application for Use, the User will promptly notify the Company in writing or by e-mail. The Company will examine, according to the stipulations of Article 4.2, changed content for which notification has been made.

 

Article 5 (Notification)

1. Notification from the Company to the User will be deemed to have been made to the User at the time the Company sends the notification to the contact point of the person responsible (includes the person in charge; hereinafter referred to as the “Person Responsible”) who is stated in the Application for Use.
2. Even in the event that the User failed to give the notification of a change that is stipulated in Article 4.5 and as a result has incurred some kind of damage or loss of profit due to the notification not arriving or another reason, the Company will not bear any liability.

 

Article 6 (Period of use)
The period of use of the Services (hereinafter referred to as the “Period of Use”) will be as stated in the Application for Use.

 

Article 7 (Support service)

1. Requests for the support service related to the Services will be accepted through an e-mail address that will be separately stipulated by the Company, and those acceptance hours will be from 10:00 until 17:00 on the Company’s business days (excluding Saturdays, Sundays, holidays, the Company’s holidays, and the end-of-year and New Year holidays).
2. Requests for the support service related to the Services will be accepted only from the User’s manager of the Services.

 

Article 8 (Consideration for the Services)

1. Consideration for the Services will be as stated in the Application for Use, and the User will pay it by a method of transferring it to the Company’s separately designated bank account by the date stipulated in the Application for Use. The User will bear payment service charges.
2. Even in the event that provision of the Services was interrupted under the stipulations of the Terms, for calculation of consideration for the Services, it will be deemed that the Services were provided.
3. In the event that the User was late in paying the money stipulated in each of the previous clauses, the Company can charge the User a late charge at an annual ratio of 14.6% for the number of days from the date after the payment deadline until the date before the date of actual payment.

 

Article 9 (Management of the ID and password)

1. The User will bear liability for managing the ID and password issued by the Company or the ID and password issued by using the functions of the Services.
2. The User may not issue, license, disclose, loan, transfer, or sell the ID and password to a third party other than the User for the purpose of providing the Services to that third party irrespective of whether it is for a fee or free of charge.
3. The User will bear liability for damages due to insufficient management of the ID and password, errors in use, or use by third parties, and the Company will not bear any liability whatsoever.
4. In the event that a third party used the User’s ID and password to use the Services, that third party’s actions will be deemed the User’s actions, and the User will bear all liability for that use.
5. In the event that the Company incurred damages because the Services were interrupted or hindrance of the Services occurred because of the ID and password being stolen and used by a third party, the User, who bears liability for managing that ID and password, will bear liability for providing compensation to the Company.

 

Article 10 (Management of the System)

1. The User will manage data (hereinafter referred to as the “Data”), such as the User’s own Content that was saved on the System (including loading the Data into the System and deleting it from the System).
2. In the event that the Use Agreement will end, the User will completely eliminate the Data by the date the Use Agreement ends.
3. In the event that the User did not eliminate the Data by the date the Use Agreement ends, the Company can eliminate that data without giving the User any notification or demands.
4. In the event that the User falls under any of the items of Article 23.1 of the Terms, the Company can eliminate the Data without giving the User any notification or demands.
5. Even in the event that the User incurred damages due to elimination of the Data based on the stipulations of the previous two clauses, the Company will not bear any liability.

 

Article 11 (Disappearance of the Data)
Even in the event that the Data disappeared or was damaged, the Company will not bear any liability. Provided, however, that this will not apply in cases in which there was deliberate intention or gross negligence by the Company.

 

Article 12 (Facilities)

1. The User will procure and manage, at the User’s own expense and liability, the terminals, equipment, facilities, and communication lines that are necessary in order to use the Services, and the User will maintain, at the User’s own expense and liability, a use environment for using the Services. The use environment for the Services will be stipulated separately.
2. In the event that there is a problem with the environment stipulated in the previous clause, the Company will not bear any liability even if the Company cannot provide the Services.

 

Article 13 (Re-consignment)
The Company can, at the Company’s liability, consign all or a portion of the Services to a third party.

 

Article 14 (Attribution of intellectual property rights)

1. Ownership, copyrights (in relation to copyrights, including the rights stipulated in Article 27 and Article 28 of the Copyright Act; hereinafter the same), and other intellectual property rights for the Services will attribute to the Company or a third party that licensed their use to the Company. Provided, however, that matters related to Content created by the User when using the functions of the Services will attribute to the User.
2. The User will be licensed to use the Services only during the Period of Use, and he or she consents in advance to the fact that ownership, copyrights, and other intellectual property rights will not be transferred, during that period or after the period expires, for any materials, functions, or information (hereinafter collectively referred to as the “Information”) that will be provided by the Services.

 

Article 15 (Interruption of the Services)

1. In the event that any of the items below applies, the Company can interrupt provision of all or a portion of the Services.
   (1)When the User does not pay an obligation, such as consideration for the Services, even though the payment deadline has passed
   (2)When maintenance or work will be conducted on the System
   (3)When there is an unexpected load on the System and the Company has judged that ordinary provision of the Services is difficult
   (4)When an unavoidable impediment has occurred in the System
   (5)When the Company has suffered manipulation or hacking, and the Company has judged that there is a possibility of causing damage to the User or a third party by providing the Services
   (6)When it has become difficult for the Company to provide the Services because a telecommunications operator has cancelled provision of services
   (7)When a state of emergency has occurred, or is likely to occur, because of an act of providence, war, civil war, terrorism, revision or abolition of a law or ordinance, or other force majeure
   (8)When the User has violated the Terms
   (9)When there is another rational reason for interrupting the provision of the Services
2. Irrespective of the stipulations of the previous clause, the Company will not bear any liability for interruption of the Services or other malfunctions that are not due to a reason attributable to the Company.

 

Article 16 (Abolition of the Services)

1. In the event that any of the items below applies during the Period of Use, the Company can abolish all or a portion of the Services. In the event that all of the Services were abolished, the Use Agreement will naturally end.
   (1)When the User was notified by one month before the date of abolition
   (2)When it has become impossible to provide the Services because of the occurrence of a state of emergency due to an act of providence, war, civil war, terrorism, revision or abolition of a law or ordinance, or other force majeure
   (3)When a service provided by a third party in relation to provision of the Services was revised or abolished or when it has become impossible for the Company to use the service provided by that third party
2. In the event that the Services were abolished based on the stipulations of the previous clause, the Company will return or reduce the amount of the consideration for the Services in accordance with the abolished content and the remaining Period of Use.

 

Article 17 (Non-guarantee)

1. The Company will not, either explicitly or implicitly, make any guarantees in relation to the Services, including the fact that the Services are suitable to the User’s specific purpose; the fact that they have the expected functions, value as a product, or usefulness; or that problems (including but not limited to infection by a computer virus, etc.) will not occur.
2. The Company will not bear any liability to the User for results that occurred through use of the Services or actions conducted by using the Services irrespective of the type of that use.
3. The Company will not bear any liability for elimination or damage of the Data that occurred because of an unexpected load on the System, a problem with the System, or a change or cancellation of the Services. Provided, however, that this will not apply in cases in which there was deliberate intention or gross negligence by the Company.

 

Article 18 (Limitation of liability)
The Company will not bear liability for anticipated profits that were not obtained or any type of incidental damages, indirect damages, consequential damages, or special damages, irrespective of the nonperformance of an obligation related to the Use Agreement, an illegal action, or any other grounds for a claim. The amount of damage compensation that should be borne by the Company will have an upper limit of the consideration for the relevant Services, irrespective of the case. Provided, however, that in the case of Services for which the Period of Use exceeds three months, that limit will be the three-month portion of consideration.

 

Article 19 (Cancellation by the User)

The User cannot cancel the Use Agreement during the Period of Use. Provided, however, that this will not apply in cases that fall under any of the items below.
(1) When the Company has violated a stipulation of the Terms and does not correct that violation despite the fact that the User made a demand that stipulated a suitable period
(2)When the Company has agreed in writing
(3)When the Company has made a motion for bankruptcy or special liquidation
(4)When the User has paid the Company, in a lump sum, the amount equivalent to consideration for the Services for the remaining period of the Period of Use (In the event that lump-sum payment was already made, none of it will be returned.)

 

Article 20 (Cancellation by the Company)

1. In the event that the Company has judged that the User has fallen under any of the items below, it can immediately cancel the Use Agreement without giving any notification or demands to the User.
   (1)When the User falls under any of the items of Article 23.1 of the Terms
   (2)When the User has violated the Terms and, after the Company demanded correction of that violation, it was not corrected within a rational period
   (3)When an agreement with the Company other than the Use Agreement was cancelled by the Company for a reason attributable to the User
   (4)When there was a false statement in the Application for Use or another notification to the Company
   (5)When payment of consideration for the Services is late, has been suspended, or has become impossible
   (6)When a draft or check that the User issued or endorsed has been dishonored
   (7)When there has been a motion for seizure, provisional seizure, or auction, or when the User has received disposition for failure to pay taxes or public dues
   (8)When the User has made a motion for commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures, or commencement of special liquidation procedures
   (9)When the User has received punishment, such as revocation or suspension of its business license, from a supervisory authority
   (10)When the User has made a resolution for disbanding, capital reduction, or transfer of all or an important portion of business
   (11)When the User is in a situation that is sufficient for the Company to judge that its financial condition has worsened
2. Irrespective of each of the items of the previous clause, when the Company has recognized that continued provision of the Services will be difficult because of betrayal by the User, it can immediately cancel the Use Agreement.
3. In the event that the User has an obligation that should be performed for the Company at the time the Use Agreement was cancelled under one of the previous clauses, he or she will perform it by the date designated by the Company.
4. Even in the event that the User incurred damages for a reason stipulated in one of the previous clauses, the Company will not bear any liability.

 

Article 21 (Maintenance of confidentiality)

1. The User and the Company will not disclose or divulge to third parties any information that was disclosed by the other party after it was clearly indicated that it is confidential (including but not limited to information related to technical data, business secrets, knowhow, or research content; hereinafter referred to as the “Confidential Information”). Provided, however, that information that falls under any of the items below will be excluded from the Confidential Information (the party that discloses the Confidential Information is hereinafter referred to as the “Discloser,” and the party that receives the Confidential Information is hereinafter referred to as the “Recipient”).
   (1)Information that was public knowledge before disclosure
   (2)Information that became public knowledge after disclosure for a reason not attributable to the Recipient
   (3)Information that the Recipient already possessed at the time of disclosure and for which that fact is made clear by the Recipient’s file or record before that disclosure
   (4)Information that the Recipient validly received without being imposed with a separate obligation to maintain confidentiality from a third party that does not bear an obligation to maintain confidentiality for the relevant information
   (5)Information that the Recipient developed independently with no relationship to the information that was disclosed and for which that fact is made clear by the Recipient’s file or record
2. The Recipient that was provided the Confidential Information by the Discloser will maintain the confidentiality of the relevant Confidential Information and will take the necessary and rational precautions in order to prevent leaks of that Confidential Information or use by unauthorized parties.
3. Unless the Discloser’s prior written consent has been obtained, the Recipient may not copy, modify, or alter beyond the rational extent, or distribute any Confidential Information that was received from the Discloser.
4. In the event that the Discloser has made a request, the Recipient will immediately either return to the Discloser, or destroy or delete according to the Discloser’s instructions, all documents, tangible objects, electronic media, and their copies related to the Confidential Information provided by the Discloser. If they were destroyed or deleted, the Recipient will notify the Discloser of a document that proves that in accordance with a request by the Discloser.
5. In the event that the Recipient has been asked by a court or another public institution to disclose the Confidential Information that was provided by the Discloser based on the stipulations of a law or ordinance, the Recipient can immediately notify the Discloser of that fact and then disclose the relevant Confidential Information, limited to the scope that is necessary.

 

Article 22 (Handling of the Personal Information)

1. The User and the Company will use personal information included in business or other work-related information as provided by the other party for the purpose of performance of the Services (hereinafter referred to as the “Personal Information”) only within the scope of the purposes of use stipulated below, they will not disclose or divulge it to third parties, and in relation to the Personal Information they will comply with related laws and ordinances, including the Act on the Protection of Personal Information.
   (1)Provision of the Services
   (2)Provision or suggestion of information related to the Services
   (3)Requests, contact, and replies related to surveys about plans for or use of the Services
   (4)Creation of statistical materials
   (5)Clerical processing for things such as billing, collection, and payment of costs
   (6)Other contact, inquiries, and replies for general clerical matters
   (7)Cases of use within the scope for which the other party’s agreement was obtained
2. The stipulations of the previous clause will continue to validly exist even after the Use Agreement ends.

 

Article 23 (Prohibited matters)

1. When using the Services, the User will not conduct actions that fall under, or actions that are likely to fall under, any of the items below.
   (1) Actions that violate the Act on Prohibition of Unauthorized Computer Access
   (2)Actions that violate the Act on the Protection of Personal Information
   (3)Actions that violate the Act on Door-to-Door Sales, the Act against Unjustifiable Premiums and Misleading Presentations, or the Antimonopoly Act
   (4)Fraudulent actions or other actions that lead to crime
   (5)Actions that infringe intellectual property rights such as copyrights or trademark rights
   (6)Actions that infringe portrait rights or privacy
   (7)Actions that hinder the operation or maintenance of the Company’s work
   (8)Actions of sending or displaying information by pretending to be another person
   (9)Actions of sending publicity, advertisement, or solicitation e-mail (spam mail, etc.) without the consent of the Company or a third party irrespective of whether or not such actions violate the stipulations of a law or ordinance
   (10)Actions of sending e-mail that will cause or is likely to cause the Company or a third party to feel disgust (including harassing e-mail)
   (11)Actions of sending or posting harmful computer programs such as viruses or spyware
   (12)Concerning the Information obtained through use of the Services, actions that infringe the copyrights or other intellectual property rights of the Company or a third party that licensed their use to the Company (including but not limited to duplication, alteration, reverse engineering, reverse compilation, and reverse assembly)
   (13)Violent requests or actions, or unjust requests or actions that exceed legal liability
   (14)Actions that violate a law, ordinance, or public order and morals, or that cause disadvantages to third parties
   (15)Actions of posting links to third-party sites where actions that fall under any of the items above can be seen
   (16)Other actions that the Company judges as inappropriate
2. In the event that the User conducted an activity that falls under any of the items of the previous clause, the User will immediately notify the Company.
3. When the User has violated one of the items above, the Company can immediately cancel the Use Agreement without giving any notification or making any demands.
4. Even if the User incurred damages for a reason stipulated in the previous clause, the Company will not bear any liability.

 

Article 24 (Prohibition of involvement with antisocial forces)

1. The User and the Company may not conduct actions that fall under any of the items below.
   (1)Conducting transactions or continuing a transactional relationship, without being based on a statutory obligation, with an organized crime group (refers to the organized crime groups stipulated in Article 2.2 of the Act on Prevention of Unjust Actions by Organized Crime Group Members), an organized crime group member (refers to the organized crime group members stipulated in Article 2.6 of the same Act), a group that is affiliated with an organized crime group, a person who is affiliated with an organized crime group, or other antisocial forces (hereinafter collectively referred to as the “Antisocial Forces”)
   (2)Providing advantages to the Antisocial Forces
   (3)Receiving advantages from the Antisocial Forces
   (4)Indicating the Antisocial Forces’ power
2. When the User or the Company has violated the previous clause, the other party can immediately cancel the Use Agreement without giving any notification or making any demands.
3. Even if the party that received cancellation of the Use Agreement for a reason stipulated in the previous clause incurred damages, the User or the Company will not bear any liability.

 

Article 25 (Dispute resolution)

1. In the event that in relation to the User’s use of the Services the Company received a complaint from a third party for a reason not attributable to the Company, the User must handle and resolve it at the User’s own expense and liability.
2. In the event that the Company incurred damages because the User violated the Terms, the User must provide compensation for all damages and expenses (including but not limited to lost profits and attorney expenses).
3. Except in cases stipulated in the Terms, the Company will not bear liability for damages that arose because of the provision of the Services to the User or the User’s use of the Services.

 

Article 26 (Revision of the Terms or conditions)

1. The Terms can be changed or revised at any time, at the Company’s discretion and without the User’s consent, and the User will consent to this. In the event that the Company changed or revised the Terms, it will notify the Person Responsible of that fact by e-mail. In the event that the Person Responsible has not made an objection within ten days after the date the Company made that contact, it will be deemed that the User agreed to the content of the relevant change or revision.
2. The Terms that were changed or revised under the previous clause will also apply to all relationships between the Company and the User.

 

Article 27 (Designated software)
The Company may designate software that is necessary or appropriate in order for the User to use the Services. In such a case, if the User uses software other than the designated software, he or she may be unable to receive the Services, and the Company will not bear any liability.

 

Article 28 (Obligations for the User to have people comply with)
When having them use the Services, the User will bear the obligation to have people, such as students, teachers, employees, and board members who belong to the User, comply with the matters that are necessary in order to not violate the Terms.

 

Article 29 (Discussions)
In the event that a matter that is not stipulated in the Terms or a question related to the Terms has arisen, the Company and the User will sincerely discuss and resolve it.

 

Article 30 (Governing laws)
Japanese laws will be complied with for establishment, validity, interpretation, and performance of agreements related to the Services.

 

Article 31 (Court of jurisdiction)
In the event that a dispute has arisen between the Company and the User, the Tokyo District Court or the Tokyo Summary Court will be the court of exclusive jurisdiction in the first instance in accordance with the amount in controversy.