Article 1 (Definition)
- Service: refers to a membership service for the use of "Cloud CIRCUS Console"(hereinafter referred to as "CCC") which is a web platform where a customer can make various applications for the Software provided by the Company (hereinafter referred to as "Software").
- Free Plan: refers to a license agreement for the Software where the consideration for the license is free of charge.
- Paid Plan: refers to a license agreement for the Software where the consideration for the license is not free of charge.
Article 2 (Membership registration)
- If a customer wishes to use the Service, the customer shall make an application for membership in the CCC.
- Depending on the result of the assessment, the Company may not accept the customer's application for membership. In this instance, the Company shall not be required to explain the reasons for rejecting the customer’s application.
- The customer's membership registration will be completed when the Company accepts the customer’s application which is made in accordance with paragraph 1, and notifies the customer of its acceptance of the application.
- The Software is not compliant with the EU General Data Protection Regulation ("GDPR"), the UK Data Protection Act ("UKDPA") and the US California Consumer Privacy Act 2018 ("CCPA"). For this reason, customers who are subject to the GDPR, UKDPA or CCPA may not apply for the Services. In addition, customers who fall under any of the following may not apply for the Services, and furthermore, the customer, who may fall under any of the following after the use of the Service, may not continue to use the Service;
(1) customers who have a branch, subsidiary or sales office or other location in the territory of the EU, Iceland, Liechtenstein, Norway, Switzerland, the UK or the state of California in the USA;
(2) customers exporting goods or services to trading partners in the territory of the EU, Iceland, Liechtenstein, Norway, Switzerland, the UK or the state of California in the USA; or
(3) customers who wish to use the Software in any manner likely to be subject to the GDPR, UKDPA or CCPA.
Article 3 (Management of IDs and passwords)
- When the Company accepts the customer's application for membership registration, the Company shall immediately issue the customer a member ID and password (hereinafter collectively referred to as 'Member ID etc.') required for the use of the CCC.
- The customer shall have the responsibility to strictly manage the Member ID etc. and under no circumstances whatsoever, disclose the Member ID to third parties. The Company shall not be liable for any damages incurred by the customer as a result of unauthorized use of the customer’s Member ID etc. by a third party, except in cases of the Company’s gross negligence or willful misconduct.
- The Company may login to the customer’s membership account with the customer’s Member ID etc. when it is necessary for maintenance of the CCC or for the Company to exercise its legitimate rights.
The customer shall immediately change its registered information on the CCC in the event of any changes occurring with respect to its registration information.
Article 4 (License to use the Software)
- If the customer wishes to use the Free Plan or the Paid Plan of the Software, the customer shall, after completion of the membership registration in accordance with Article 2 (Membership registration), select the desired Software on the CCC and make an offer to enter into an Individual Agreement.
- Depending on the result of the assessment, the Company may not accept the customer’s offer to enter into an Individual Agreement. In this case, the Company shall not be required to explain the reasons for rejecting entering into an Individual Agreement with the customer.
- For the avoidance of doubt, an Individual Agreement shall be concluded when the Company accepts the customer’s offer to enter into the Individual Agreement.
Article 5 (Modification of plans)
- If the customer wishes to change from the Free Plan to a Paid Plan, or from a lower Paid Plan to a higher Paid Plan (hereinafter, such change is collectively referred to as "Upgrade"), the customer may apply for the Upgrade on the CCC in accordance with the procedures in the preceding article. The provisions of the preceding Article shall apply to the procedures for the Upgrade.
- The customer may change from a higher Paid Plan to a lower Paid Plan (hereinafter, such change is referred to as "Downgrade"). If the customer wishes to Downgrade, the customer may apply in the written format designated by the Company. Please note that the customer cannot Downgrade from a Paid Plan to a Free Plan.
- The customer may use the functions of the lower Paid Plan after the Downgrade from the date of switchover of the plan which the Customer requested when applying for the Downgrade, and the customer may not be able to use the functions of the higher Paid Plan from the relevant switchover date.
- When the customer Upgrades or Downgrades (hereinafter collectively referred to as "Plan Change"), the Individual Agreements applicable to the customer and the Company will be replaced by the one of applicable plan after the Plan Change.
- When the customer changes plans, the data stored on the Software under the old plan will be transferred to the Software under the new plan to the extent that it is compatible with the new plan.
Article 6 (Agreement to various applicable terms and conditions)
Before the customer uses the Software, the customer shall agree to the Cloud Circus Software Common Terms and Conditions (URL: https://bow-now.com/software_license_agreement.html ) (hereinafter referred to as the "Software Common Terms and Conditions") and the various special terms and conditions applicable to the Software.
Article 8 (Outsourcing)
- The Company may outsource part or all of the support services for the Software and other services related to the provision of the Services.
- When the Company outsource part or all of the support services for the Software and other services related to the provision of the Services, the Company shall impose obligations equivalent to the obligations in the Individual Agreement to such outsourced contractors.
- The Company shall be liable to the customer for the acts of its outsourced contractors to the same extent as it is liable for its own acts.
Article 9 (Payment)
- If the customer uses a Paid Plan for the Software, the customer shall pay the initial and monthly fees indicated at the time of application for the Individual Agreement by the payment method which the customer selected on the CCC to the Company. The currency of payment shall be USD.
- Even in circumstances where the customer is required to pay any tax, the customer shall pay the amount payable to the Company under the agreement without reduction or offset.
- Notwithstanding the provisions of the preceding paragraph, if the tax portion is reduced or offset from the initial and monthly fees, the customer shall additionally bear the amount of such reduction or offset, and shall pay such amount to the Company.
- Where the customer is liable to pay a tax authority, the customer is solely responsible for paying that amount to the relevant tax authority so that the Company receive the full amount as agreed.
- If the customer chooses bank transfer as the payment method, the Company shall issue an invoice for the current month to the customer by the 10th working day of each month. The customer shall transfer the invoiced amount plus an amount equivalent to consumption tax to the Company's designated account by the end of the month in which the customer received the invoice.
- If the customer chooses direct debit as the payment method, the Company shall issue an invoice for the current month to the customer by the 10th working day of each month. The customer shall pay the invoiced amount plus consumption tax to the Company by direct debit by the end of the month in which the customer received the invoice.
- If the customer chooses credit card payment as the payment method, the billing data calculated by converting United States Dollars into Japanese Yen will be sent to the credit card company on or after the 11th day of each month. The customer shall pay the credit card company the invoiced amount plus an amount equivalent to consumption tax on the payment date specified by the credit card company.
- The Company may revise the fees for the Software by notifying the customer at least one month in advance in the event of price increases, increases in procurement costs, changes in economic conditions, additions or improvements to the Software's functions or changes in market trend.
Article 10 (Cancellation)
- The Individual Agreements shall be contracts without a fixed term. As a rule, each Individual Agreement shall continue as long as neither the customer nor the Company has taken steps to cancel or terminate the Individual Agreement.
- If the customer wishes to cancel the Individual Agreement, the customer shall follow the cancellation procedure of the Individual Agreement in the manner specified by the Company.
- If the customer submits an application for cancellation of an Individual Agreement by the 10th day of the current month, the date of cancellation shall be the 10th day of the following month; if the application is submitted on or after the 11th day of the current month, the date of cancellation shall be the 10th day of the month after the following month.
Article 11 (Suspension of CCC)
- The Company may restrict or temporarily suspend the use of the CCC upon prior notice to the customer for the purpose of maintenance, renovation, inspection or servicing of the CCC or telecommunications equipment. However, in the case of an emergency, prior notice shall not be required.
- If the Company determines that the customer's use of the CCC is causing a significant load on the Company's telecommunications equipment, the Company may restrict traffic related to the CCC or temporarily suspend its use until such load is removed.
Article 12 (Prohibited Activities)
The customer shall not engage in any of the acts specified in the following;
(1) perform revisions, alterations, reverse engineering, disassembling or decompiling part or all of the CCC, or cause a third party to perform such acts;
(2) produce, buy, sell, transfer, loan, own, or use goods similar to the CCC, counterfeit goods or a dead copy, etc. thereof;
(3) mislead third parties into believing that the copyright or other intellectual property rights in the CCC belong to any party other than the Company;
(4) disclose or leak the source code, object code, modules, routines, subroutines, system design documentation of the CCC and undisclosed technical information;
(5) infringe intellectual property rights including copyrights, trademark rights or design rights of the Company, or any third party;
(6) acquire, register, sell, buy, transfer, lend, hold or use a domain name identical or similar to the name of the Company or the CCC;
(7) engage in an act of violation of the Cloud Circus Trademark Usage Guidelines (URL: https://cloudcircus.jp/legal/);
(8) any acts which violate or may violate any laws or regulations;
(9) make false declarations or notifications to the Company in membership registrations or any other application.
(10) any acts which interfere or may interfere with the operation of the Company and its affiliates, or damage or may damage its trust; or
(11) any acts which the Company considers inappropriate.
Article 13 (Cancellation of membership registration)
- If the customer falls into any of the following categories, the Company may, without notice to the customer, immediately terminate the customer’s membership registration and cancel all or part of the individual Agreement, or temporarily suspend the customer’s use of the CCC and the Software:
- if the customer fails to make the first payment of a financial obligation incurred under an Individual Agreement before the due date;
- if the customer fails to make the second or subsequent payment of a financial obligation incurred under an Individual Agreement before the date which is two months after its due date;
- if the customer’s business is suspended or the customer’s business license or registration is cancelled by a supervisory authority;
- in the event of the commencement of proceedings for seizure, provisional seizure, provisional disposition, compulsory execution, public auction for exercise of a security interest, disposition for failure to pay taxes, or any other proceedings equivalent thereto;
- in the event of filing a petition for order for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, etc.;
- in the event any other act of material change in the customer’s assets, credit or solvency;
- in the event of gross negligence or act of disloyalty.
- If any of the items of paragraph 1 or the preceding paragraph is applicable, the customer shall naturally lose the benefit of time, the applicable fees incurred upon the customer shall become immediately due and payable.
- If the Individual Agreement is cancelled by the Company, the customer shall not be entitled to any refund paid to the Company under any contracts with the Company.
Article 14 (Exclusion of Antisocial Forces)
- The customer and the Company represent and warrant that they comply and continue to comply with the following.
- The party itself is not an organized crime group, a member of an organized crime group, a person closely associated with an organized crime group, a person for whom five years have not elapsed since he/she ceased to be a member of an organized crime group, an associated member of an organized crime group, an organized-crime-group-related company, corporate racketeers, a group engaging in criminal activities disguising themselves as social activists, a crime group using special intelligence or any other parties equivalent thereto (hereinafter collectively referred to as "Antisocial Forces").
- It does not have the following relationships with Antisocial Forces:
- it cooperates with or is involved with the maintenance or operation of the Antisocial Forces; and
- it has a relationship with the Antisocial Forces that are found to be used for the purpose of making illicit gain for the party itself or a third party, or for the purpose of causing damage to a third party.
- It does not let the Antisocial Forces use its name and conclude the contract.
- Officers (anyone who substantially controls the management of the Company, including but not limited to directors, executive officers, corporate officers, auditors, advisors, chairman or any other person by whatever name they are called) of the Company or the parent company/subsidiary does not fall under any of the preceding three subparagraphs.
- It does not carry out the following acts on their own or by causing a third party to conduct;
- violent acts or violent demand such as assault, battery, threats, extortion, intimidation or coercion;
- unreasonable demands that go beyond legal responsibility;
- acts of spreading false rumors, using deception or forcing to obstruct the other party's business or damage its reputation; or
- any other acts equivalent to those listed in the preceding subparagraphs.
- In the event that either the customer or the Company violates the preceding paragraph, the other party may cancel the contract concluded with the other party in whole or in part without any notice.
- If the contract is terminated pursuant to the preceding paragraph, the terminated party shall compensate the other party for any damage suffered by the other party.
- If the contract is terminated pursuant to paragraph 2 of this Article, the terminated party shall not make any claim against the other party for any damage resulting from the termination.
Article 15 (Compensation for damages)
For damages arising out of or in connection with the Services and/or Software, the provisions of Article 18 (compensation for damages) of Software Common Terms and Conditions shall apply.
Article 16 (Exemption from liability)
- The Company shall in no event be liable for any lost profits, indirect damages, punitive damages or other special damages suffered by the customer arising out of the use of the Services and/or the Software.
- The Company shall not be liable for any disputes with third parties arising from the customer's use of the Services and/or the Software.
- The customer shall indemnify and hold company harmless against any and all liability in respect of our obligations, damages and costs (including legal fees) caused by the customer.
Article 17 (Force majeure)
The Company shall not be liable for any default or delay in the performance of its obligations hereunder due to force majeure events, such as natural disasters, typhoons, earthquakes, power failures, network failures, fire, labor disputes, disturbances, epidemics or contagious diseases, supplier default, changes in laws and regulations, ordinances, regulations, notices, administrative or other guidance by any government or by any relevant ministry or local authority, problems in transportation, acts of governments or governmental agencies, failure in communication line, cyber-attacks or matters beyond its reasonable control.
Article 18 (Discontinuation of Services)
The Company may discontinue all or part of the Services and/or the Software by giving the customer at least three months' notice.
Article 19 (Handling of personal information)
Article 20. Article (Governing Law)
Article 21 (Arbitration)
Established 17 May 2023.
Cloud CIRCUS, Inc.