Cloud Circus General Software International License Terms and Conditions 

Article 1. Purpose of These General Terms and Conditions

1. The purpose of the Cloud Circus General Software International License Terms and Conditions (hereinafter referred to as these “General Terms and Conditions”) is to set forth the terms and conditions that are commonly applicable to the license agreements (hereinafter referred to as the “Agreement”) for the software listed in the following items (hereinafter referred to as the “Software”) that are licensed to a subscriber of the Software based in the territories outside of Japan (“Subscriber”). In principle,  the Software shall not include any software customized for any Subscriber: 

(1) BowNow

(2) COCOAR　　

　　 (3) LESSAR

     (4) ActiBook　

(5) CMS Blue Monkey (excluding web production)

　 (6) Plusdb　

　 (7) AppGoose

　　 (8) creca

　　 (9) Fullstar

　　 (10) Off-line browsing kit

2. If the Subscriber and Cloud Circus, Inc. (hereinafter referred to as “CC”) enter into the Agreement concerning one or more of the listed Software, in addition to the provisions of these General Terms and Conditions, the provisions of the Special License Agreement published on the URL of the following links (hereinafter referred to as the “Special Agreement by Software”) shall apply to the relevant Software:   

 (1) BowNow

　　　(BowNow Special License Agreement: https://www.startialab.co.jp/agreement/bownow.html) 

(2) COCOAR

　　　(COCOAR Special License Agreement: https://www.startialab.co.jp/agreement/cocoar.html)

　   (3) LESSAR

      (LESSAR Special License Agreement: https://www.startialab.co.jp/agreement/lessar.html)

　　 (4) ActiBook　

　　　(ActiBook Special License Agreement: https://www.startialab.co.jp/agreement/actibook.html)

(5) AppGoose

　　　(AppGoose Special License Agreement:  https://www.startialab.co.jp/agreement/appgoose.html)

　　 (6) creca

      (creca Special License Agreement: https://www.startialab.co.jp/agreement/creca.html)

     (7)  Fullstar 

       (Fullstar Special License Agreement: https://www.startialab.co.jp/agreement/fullstar.html)

(8) IZANAI

（IZANAI Special License Agreement:

https://www.startialab.co.jp/agreement/izanai.html ）

3. The order of precedence with respect to the application in the event of any redundancy or contradiction among the provisions of the Terms and Conditions of the Subscription Form of the Agreement, the Special Agreement by Software, and these General Terms and Conditions shall be as stated in the following items: 

(1) First: Special Agreement by Software

(2) Second: These General Terms and Conditions

(3) Third: Terms and Conditions of the Subscription Form of this Agreement

4. In the event that any Master Purchase Agreement, Master Outsourcing Agreement or other Master Agreement for Continuous Transactions, or any other agreement, irrespective of its title, has been entered into by the Subscriber and CC, such agreements shall not apply to the licensing of a specific Software. 

Article 2. Amendment of the Terms and Conditions

1. CC may, upon giving a notification one month or more in advance on its homepage, amend these General Terms and Conditions and the Special Agreement by Software(hereinafter collectively referred to as the “Subscription Provisions”). Provided however, that if the amended content relates to minor amendments such as correcting spelling mistakes and omitted letters, or suits the general interests of the Subscribers, CC may immediately amend the Subscription Provisions. 

2. If the Software has a feature which enables the confirmation of whether the Subscriber has agreed to the Subscription Provisions, , a confirmation screen, on which whether the Subscriber has agreed to the Subscription Provisions is confirmed, will be displayed when the Subscriber logs in for the first time after the amendment of the Subscription Provisions.    

3. The Subscriber agrees that , unless it agrees to amendments of the Subscription Provisions, usage of the Software may be restricted.  

4. In the event that the Subscriber decided not to accept the amendments or changes to the Subscription Provisions, CC shall reserve the right to terminate the Agreement. Termination will take effect from the time of the termination notice and will not have any retroactive effect prior to it.  

Article 3. Ownership of Copyrights 

1. The copyright in the Software (including the rights prescribed in Article 27 [Rights of translation, adaptation, etc.] and Article 28 [Right of the original author in the exploitation of a derivative work] of the Copyright Act) and other intellectual property rights shall belong to CC. Upon conclusion of the Agreement, such rights shall not transfer from CC to the Subscriber. 

2. CC guarantees that CC holds the right to grant the license to use the Software to the Subscriber.

3. CC shall pay due consideration so as not to infringe third parties’ copyrights and other intellectual property rights. 

4. In the event that any third party files a claim for infringement of intellectual property rights against the Subscriber in relation to the Software, the Subscriber shall promptly notify CC of the fact of the filing of the claim and the details thereof. The Subscriber shall grant to CC an opportunity to actually participate in negotiations with the said third party or litigation proceedings as well as the decision-making authority with regard thereto, and provide necessary assistance to CC.       

5. On the condition of the Subscriber’s fulfillment of the obligation referred to in the preceding paragraph, CC shall, on its own responsibility and at its own expense, make efforts to settle such claim filed by the said third party.   

6. In the event that any third party files a claim for infringement of intellectual property rights in relation to the Software, and CC has concluded that it has infringed the third party’s intellectual property rights in relation to the Software, CC shall, at its own expense, take either proceed with the amendment of the portion which infringes the third party’s rights or acquire the right for continuous use.  

7. The copyright of the contents which the Subscriber registers using the Software and contents which the Subscriber discloses or sends to third parties by using the Software (hereinafter referred to as the “Registered Contents”) shall belong to the Subscriber or the person who grants the right to the Subscriber. 

8. In the event that any third party files an infringement claim regarding the intellectual property rights against the Subscriber in relation to the Registered Contents, the Subscriber shall, except in the case caused by CC’s intentional act or negligence, settle such third party claim on its own responsibility and at its own expense, and shall not demand that CC bear damages or loss incurred due to the same.

Article 4. Licensing

1. The Subscriber shall, upon carefully reading and agreeing to the Subscription Provisions use the Software. If the Software has a feature to confirm whether the Subscriber has agreed to the Subscription Provisions, a confirmation screen to confirm whether the Subscriber has agreed to the Subscription Provisions will be displayed when the Subscriber logs in for the first time.

2. The Subscriber may not, unless it agrees to the Subscription Provisions, use the Software.

3. CC shall grant a nonexclusive and non-transferable license for the Software to the Subscriber who agrees to the Subscription Provisions and then enters into this Agreement with CC.  

4. The Subscriber may not sublicense the Software (or any of its rights) to any third party without CC s prior written consent.  

5. CC shall issue one set of user ID and password per license (hereinafter referred to as the “Login ID”) to the Subscriber.  

6. The Subscriber may use the Login ID for the Software to log in via the URL designated by CC under the operating environment designated by CC so as to use the Software.  

7. The Subscriber shall, on its own responsibility and at its own expense, procure a telecommunications line, a PC device, or other equipment necessary for using the Software.  

8. CC may provide documents online concerning the Software to the Subscriber.  

Article 5. Management of Login ID 

1. The Subscriber shall manage the Login ID on its own responsibility and shall not disclose it to any third party. In the event that the Subscriber suffers damage as a result of a third party’s unauthorized use of the Subscriber’s Login ID, CC shall not, except in the case caused by CC’s intentional act or gross negligence, be liable for any damage. 

2. If it becomes necessary for maintenance. of the Software, or if it becomes necessary for exercising its legitimate right, CC may use the Subscriber’s Login ID to login to the Software.  

Article 6. Temporary Suspension due to Maintenance

1. CC may restrict or temporarily suspend the use of the Software upon notifying the Subscriber in advance for the purpose of periodic maintenance work, improvement, inspection, or maintenance of the Software or telecommunications facilities, among other reasons. Notwithstanding the foregoing, in the case of emergency, an advance notice shall be unnecessary. 

2. If CC finds that the Software is causing significant loads on CC’s telecommunications facilities, CC may restrict traffic concerning the Software or temporarily suspend the use of the Software until the said overloads are resolved.  

Article 7. Prohibited Acts

The Subscriber may not engage in any of the acts specified in the following items: 

 (1) Perform revision, alteration, reverse engineering, disassembling, or decompiling of the Software in all or in part, or cause a third party to perform such act; 

 (2) Produce, buy, sell, transfer, loan, own, or use goods similar to the Software, counterfeit goods or a dead copy, etc. thereof;  

 (3) Delete or alter the product marking, copyright notice or other warning labels displayed on the Software, or restrictions based on the property right of CC as its rightful owner; 

 (4) Mislead third parties into believing that the copyright and other intellectual property rights in the Software belong to any party other than CC;  

 (5) Disclose or leak the source code, object code, module, routine, subroutine, system design documentation of the Software, and other undisclosed technical information;  

 (6) Separate component parts of the Software for use; 

 (7) Infringe intellectual property rights including copyrights, trademark rights or design rights of CC, or any third party;  

 (8) Acquire, register, buy and sell, transfer, loan, own or use a domain name identical with, or similar to CC or the Software; and/or  

 (9) Engage in an act of violation of the Cloud Circus Trademark Use Guideline (URL: https://www.startialab.co.jp/legal.html).

Article 8. Prohibited Contents

1. The Subscriber may not register to the Software or disclose or send to any third parties by using the Software any Registered Contents falling under the following items (hereinafter referred to as the “Prohibited Contents”):  

 (1) X-rated contents, violent contents, contents that promote illegal acts, self-injurious behavior, suicide, animal abuse, gambling-related contents, bizarre contents, contents which are contrary to or are deemed likely to be contrary to the public order and morality;

 (2) Contents aiming at engaging in a criminal act or an act deemed likely to be a crime; 

 (3) Contents which infringe on or are deemed likely to infringe on another person’s intellectual property rights including copyrights, trademark rights, or design rights; 

 (4) Contents which infringe on or are deemed likely to infringe on another person’s properties, privacy, portrait rights, or publicity rights, etc.;  

 (5) Contents which defame or slander, or are deemed likely to defame or slander another person; 

 (6) Contents which violate or are deemed likely to violate laws and regulations;

 (7) Slanderous and malicious contents including discriminatory language and behavior against, biased reference to, or interpretation of specific people based on their religions, races, countries or regions of origin, sexual orientation or sex, or other groups of people that are easily targeted;       

 (8) Contents including inaccurate medical information, contents which promote illegal or excessive consumption of drug, alcohol, or tobacco use by minors;  

 (9) Contents including advertisement of adult entertainment business, online dating service, multilevel marketing transactions, harmful toys, and fortune telling fraud;

 (10) Contents which hinder the operation of or discredit CC and its group companies, or which are deemed likely to do so;   

 (11) Contents prohibited by the terms of use of third party service providers to which the application of the Software is requested or registered (such as Apple Inc., Google LLC); and   

 (12) Other contents which CC finds inappropriate.

2. CC may request the Subscriber to delete the Prohibited Contents within a reasonable period of time specified.

3. Notwithstanding the provision of the preceding paragraph, if the Subscriber fails, neglects or ignores to delete the Prohibited Contents, CC may, at its own discretion, delete such Prohibited Contents. 

4. If CC deletes the Prohibited Contents in accordance with the provision of the preceding paragraph, the subscriber shall not demand any damages or compensation against CC. 

Article 9. Liability for Nonconformity

1. In the event that CC discovers any nonconformity with the types or quality of the Software in light of the purpose of the Agreement or the Subscription Provisions (hereinafter referred to as the “Nonconformity”) and concludes that the Nonconformity needs to be remedied, CC shall proceed with remedial works for the Software free of charge. CC may, at its own discretion, decide on the order of priority with respect to repairs of Nonconformity with Contract. CC shall not be obligated to promise the timing of any remedy of the Software to the Subscriber.

2. If the Subscriber is unable to attain the objectives in relation to the Agreement due to a material Nonconformity which fails to be remedied pursuant to paragraph 1, the Subscriber may exercise the right to terminate the Agreement. Termination will take effect from the time of the notification and will not have any retroactive effect prior to it. 

3. If any Nonconformity is minor and the remedial action thereof requires excessive costs, CC shall not be responsible for repairing the said Nonconformity.

4. CC shall not be liable for any failures occurring under the Subscriber’s utilizing the Software below the minimum requirements which designated by CC, or as a result of any modification which the Subscriber made to the Software.

5. CC shall not be liable for any Nonconformity with regard to this Agreement other than those provided for in this Article.

Article 10. Additional Features

CC may, at its own discretion, alter the Software so as to add features or improve the operability, among others. 

Article 11. Reporting of Incidents 

In the event of discovering the occurrence of an incidents which is deemed likely to hinder the performance of this Agreement, CC may immediately report to the Subscriber to that effect, irrespective of causes attributable to the occurrence of the said incident.  

Article 12. Subcontracting

1. CC may, on its own responsibility, subcontract with a third party for all or part of the performance of the Agreement.

2. CC shall impose on the subcontractor the obligations equal to those assumed by CC hereunder. 

3. CC shall be responsible to the subscriber for the subcontractor’s acts and for CC’s own acts in an equal manner. 

4. Such subcontracting shall adhere to relevant local legislation and if applicable, any other relevant extra jurisdictional legislation (including but not limiting to laws on liability and data protection)

Article 13. Confidentiality 

1. Either the Subscriber or CC shall not disclose or leak to any third party the other party’s technical, trade or other operational information which it comes to know in relation to the Agreement, which falls under any of the following items below (hereinafter referred to as the “Confidential Information”) without obtaining the other party’s prior written consent, and shall not use such information for any purpose other than for the performance of this Agreement:

 (1) Information, the nature of confidentiality of which is indicated by the other party before the disclosure;   

 (2) Information which was disclosed by the other party verbally, in the form of image, etc., which is subsequently specified by the other party as confidential by way of a written notice to the receiving party (including a summary of the information, the date of provision of information, and titles of documents), whereby such written notice shall be provided within 2 weeks from the verbal disclosure.

 (3) Technical information, including but not limited to the source code and system design documentation of the Software; and   

 (4) Information saved to the Software.

1. Notwithstanding the provision of the preceding paragraph, CC may use the information saved on the Software only for the purposes listed in the following items. CC shall not use the information saved on the Software for any other purpose, and shall not provide such information to any third party without the Subscriber's consent:

1. For the purpose of the provision and maintenance of the Software;

1. For the purpose of billing and charge calculation;  

1. For the purpose of after-sale service, inquiries and handling of complaints; 

1. For the purpose of system maintenance and handling of failures; and

1. For the purpose of compilation of various statistical information.

3. Notwithstanding the provisions of paragraphs 1 and 2, any information saved on the Software, which is designated as information for disclosure during the setup of the Software, shall be disclosed to third parties within the designated extent.

4. CC may acquire information including the Subscriber's history operating the Software for the purpose of use listed in the following items below. CC shall not use such acquired information for any other purpose, and shall not provide such information to any third party without the Subscriber's consent:

 (1) For the purpose of provision and maintenance of the Software;

(2) For the purpose of billing and charge calculation;

(3) For the purpose of after-sale service, inquiries, and handling of complaints; 

(4) For the purpose of system maintenance and handling of failures; 

(5) For the purpose of compilation of various statistical information; 

(6) For the purpose of various analyses aiming at product development, feature improvement, and service quality improvement; and

(7) For the purpose of industry-university collaboration research.

5. Notwithstanding the provisions of the preceding paragraphs, in the case falling under any of the following items, both the Subscriber and CC may disclose the Confidential Information within the minimum necessary extent:

 (1) If it is reasonably considered necessary to disclose the Confidential Information to the officers and employees of the party itself or its affiliated company, or those who assume the duty of confidentiality under the laws and regulations such as attorneys, certified public accountants, or certified tax accountants; 

 (2) In the case of disclosing the Confidential Information pursuant to the laws and regulations, or the rules, orders, or requests of administrative organs, courts, local governments or stock exchanges, provided, the disclosing party shall inform of such disclosure to the other party prior to the disclosure, or if not possible, promptly after the disclosure to the extent allowed by such laws and regulations; and

 (3) In the case where CC discloses the Confidential Information necessary for the performance of services to the subcontractor upon imposing the duty of confidentiality on the subcontractor.

6. Notwithstanding the provisions of the preceding paragraphs, information falling under any of the following items shall be excluded from the Confidential Information:

 (1) Information which was already in its own possession at the time of the disclosure;

 (2) Information which was already in the public domain at the time of disclosure;

 (3) Information which became part of the public domain through no fault of its own after the disclosure;

 (4) Information which was lawfully acquired from a duly authorized third party; and

 (5) Information which was originally developed and/or acquired without relying on the information disclosed by the other party.

Both of the Subscriber and CC shall handle and and/or all reproductions of the Confidential Information and the Confidential Information in an equal manner. 

7. Either the Subscriber or CC must, if the other party requests so, or if this Agreement comes to an end, dispose of or return to the other party the Confidential Information received from the other party and reproductions thereof.  

8. The Subscriber shall not file any patent, trademark, utility model application, or any other intellectual property rights based on the information disclosed by CC in relation to this Agreement.   

9. The provision of this Article shall survive termination of this Agreement.

Article 14. Prohibition of Assignment of Rights and Obligations

1． The Subscriber may not assign the rights, privileges, duties or responsibilities (in part or in whole) under this Agreement to any third party, or assign to any third party or cause any third party to undertake or provide as security all or part of the rights and obligations arising from the Agreement without CC’s prior written consent.

2．CC may transfer its business in relation to the Software (in part or in whole) to its subsidiaries or affiliates, and in such instance, the Subscriber has agreed, in advance,CC and the Subscriber agree  that CC mayreserves the right to assign the rights, privileges, duties or responsibilities (in part or in whole) of CC under this Agreement to CC’s subsidiaries or affiliates. 

Article 15. Data Backup

The Subscriber shall, on its own responsibility, save a backup copy of any data registered or saved to the Software. CC shall not be responsible for any loss or damage of the said data.

Article 16. Notice 

1. In the case of change to any of the Subscriber’s information listed in the following items, the Subscriber shall, without delay, notify CC and submit necessary documents including a notice of change if CC requests so:                 

 

(1) Trade name or name;  

(2) Address;

(3) Email address; and 

(4) Phone number.  

2. When CC sends a notice to the address or email address based upon the Subscriber contact information, the said notice shall be deemed to have arrived at the time when such notice should normally have arrived.

3. Even if the Subscriber suffers disadvantage as a result of its failure, omission or neglect to submit a notice or a notice of change, etc. prescribed in paragraph 1, the subscriber may not file a complaint against CC in any way. 

Article 17. Disclaimer

1. CC shall not guarantee the merchantability or the fitness to the Subscriber’s particular purpose with respect to the Software, whether expressed or implied.

2. CC shall not guarantee that the Software’s features fully satisfy the subscriber’s requirements, and that the Software fully operates without any interruptions or errors.  

3. Even if CC takes measures such as temporarily suspending the licensing of the Software or restricting traffic in accordance with Article 6 (Temporary Suspension Due to Maintenance), thereby causing loss or damage to the Subscriber, CC shall not compensate the Subscriber for any loss or damage.  

4. In the event that the Subscriber suffers loss or damage due to the disabled or delayed operation or malfunction of the Software caused by any of the events listed in the following items, CC shall be released from the liability for damages: 

(1) Improper use of the Software;

(2) Use of the Software under any environment other than the operating environment designated by CC;

(3) When the internet communications environment is poor; and

(4) Concentration of accesses to the Software.

5. In the case of falling under any of the paragraphs of this Article, the subscriber may not receive any exemption of a license fee and a monthly fee, etc.   

Article 18. Damages

1. In the event that the Subscriber violates this Agreement, thereby causing damage to CC or the party who grants a right to CC, the Subscriber shall compensate for the said damage to the extent recognized to be in reasonable cause and effect relationship with the said violation.

2. The scope of damages to be borne by CC against the Subscriber shall be limited to ordinary damage which the subscriber directly and actually suffered due to causes attributable to CC. CC shall not, in any event, be liable for any lost profit, loss and damage due to indirect or special circumstances which arise incidentally to or in relation to the use of the Software. 

3. In the event that the Subscriber may be entitled to a monetary imbursement due to damage caused by the usage of Software, the calculation of said imbursement shall be as follows: 

(1) Software where the license fee shall be the maximum limit of imbursement: (i) COCOAR (Pro, Standard, Premium, Business, and Business Pro)

(ii) ActiBook (CloudSuite Full, CloudSuite Light, Suite, Download, and Limited Download)

(iii) AppGoose Business

(iv) creca Business

(v) Off-line browsing kit

(2) Software where the three months’ worth of fees shall be the maximum limit of imbursement:

(i) BowNow

(ii) COCOAR (creca SaaS, Light, Suite, and Enterprise、Creative)

(iii) LESSAR

(iv) ActiBook (SaaS Light, SaaS Standard, web Standard, web Light, Entry, Light, Premium, and Enterprise、Creative)

(v) CMS Blue Monkey

(vi) Plusdb

(vii) AppGoose (Light and Entry)　

(viii) creca (Light and Entry)

(ix)  Fullstar 

(x)  IZANAI（Trial、Suite、Premium）

(3) Software where two three months’ worth of fees shall be the maximum limit of imbursement: 

1. COCOAR Spot

4. Notwithstanding the provision of the preceding paragraph, if the Subscriber subscribes Cloud CIRCUS for Creative or Cloud CIRCUS for WEB, and any Software comprising of Cloud CIRCUS for Creative or Cloud CIRCUS for WEB causes the damage, the imbursement to be borne by CC against the Subscriber shall be limited to three months’ worth of monthly fees of Cloud CIRCUS for Creative or Cloud CIRCUS for WEB.      

5. Notwithstanding the provisions of the preceding two paragraphs, the amount of imbursement to be paid by CC for damage arising from the Subscriber’s inability to use any Software in all or in part for 48 hours or more consecutively shall be the amount calculated by the following formula. Note that if the Subscriber is unable to use all or part of any Software consecutively for less than 48 hours, the subscriber may not demand any imbursement or any form of compensation against CC.  

Amount of imbursement = [Monthly fee of unavailable Software] x the [number of days during which the Software was unavailable] ÷  30

6. With respect to any damage arising in relation to the Agreement for the Software between CC’s subsidiary or affiliate, which is CC’s distributor (hereinafter referred to as the “Distribution Subsidiary”), and the Subscriber, CC and the Distribution Subsidiary may jointly and severally assume the responsibility in remedying the damage within the extent prescribed in these General Terms and Conditions.

7. Any liability of CC and the Distribution Subsidiary to remedy any damages suffered by the Subscriber shall be limited to those provided for in this Article. The Subscriber may not demand damages, remedy or additional imbursements against CC and the Distribution Subsidiary beyond the extent provided for in this Article. 

Article 19. Exclusion of Antisocial Forces

1. Both the Subscriber and CC represents and warrants the following : 

 (1) The party itself is not an organized crime group, an organized crime group member, a person who is closely related to an organized crime group member, a person for whom five years have not yet passed since leaving an organized crime group, a non-regular member of an organized crime group, an organized-crime-group-affiliated company, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, etc., a crime group specialized in intellectual crimes, or any other parties equivalent thereto (hereinafter collectively referred to as the “Antisocial Forces”);  

 (2) It does not have the following relationships with the Antisocial Forces: 

　(a) It cooperates with or is involved with the maintenance or operation of the Antisocial Forces; and

　(b) 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.

 (3) It does not let the Antisocial Forces use its name and conclude the Agreement;

 (4) Its officers (referring to directors, corporate officers, executive officers, auditors, advisors, chairperson, or any other persons who actually control its management irrespective of the title), parent company or subsidiary do not fall under any of the immediately preceding three sub-provisions ; and

 (5) The party itself does not engage in or does not cause any third party to engage in the following acts in relation to this Agreement: 

　(a) Violent acts such as assault, inflicting bodily injury on somebody, intimidation, extortion, and coercion, or making violent demands;

　(b) Unreasonable demands that go beyond the limits of legal liability;

　(c) Spread false rumors, use fraudulent means or force so as to obstruct the other party's business or discredit the other party; and

　(d) Any other acts equivalent to the preceding items.

2. In the event that either the Subscriber or CC violates the preceding paragraph, the other party may, without any notice, terminate all or part of this Agreement.

3. In the event of the termination of this Agreement pursuant to the provision of the preceding paragraph, the non-terminating party shall compensate the other party for the damage suffered by the other party.

4. In the event of the termination of this Agreement pursuant to the provision of paragraph 2, the non-terminating party shall not make any claims against the other party with respect to the damage arising from such termination.

Article 20. Exclusion of Application of Cooling-Off Period

Any Software is designed for the Subscriber as an enterprise to use for business or in the course of business. Therefore, the Subscriber may not cancel a sales contract during a cooling-off period.  

Article 21. Termination and Forfeiture of the Benefit of Time  

1. Either the Subscriber or CC may, in the event that the other party falls under any of the following items, immediately terminate all or part of the Agreement or temporarily suspend the licensing of the Software without any notice to the other party:  

 (1) In the event of failing to pay money obligations which accrued hereunder even if two weeks or more have elapsed;

 (2) In the event of receiving a disposition for suspension of business, rescission of a business license, or business registration, etc. from the competent authority;

 (3) 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; 

 (4) In the event of filing a petition for order for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, etc.; 

 (5) In the event of any other material change in its assets, credit, ability to pay; 

 (6) In the event of violation of Article 7 (Prohibited Acts) or Article 19 (Exclusion of Antisocial Forces); and  

 (7) In the event of gross negligence or act of disloyalty.

2. Either the Subscriber or CC may, in the event that the other party fails to remedy the state of violation despite receiving a demand for remedying of the said violation within a reasonable period of time specified, terminate all or part of this Agreement. 

3. The party falling under any of the items of paragraph 1 or the preceding paragraph shall automatically forfeit the benefit of time pertaining to any and all debts. 

4. In the event that the Subscriber becomes subject to the termination of the Agreement by CC as a result of violating this Agreement, the Subscriber may not receive any refund of the sum of money paid to CC based on the Agreement. 

Article 22. Discontinuance of This Service

CC may discontinue all or part of the services provided in relation to the Software by notifying the Subscriber three months or more in advance.

Article 23. Deletion of Data

1. The Subscriber shall, in advance, consent to the disabled access to the data saved on the server or cloud environment controlled by CC and the disabled use thereof immediately after the termination hereof.  

2. CC may delete the data referred to in the preceding paragraph after the termination hereof without notifying the Subscriber. 

3. Notwithstanding the provisions of the preceding two paragraphs, the retention period of the data registered or saved to the Software shall be as stated on the support site on CC’s homepage. The Subscriber shall, in advance, consent to the deletion of the said data after the lapse of the data retention period even during the duration hereof, and shall not be entitled to seek any remedy against CC in any way.

Article 24. Permission to Publish Installation Case

If CC requests the Subscriber’s cooperation in publishing the Subscriber’s case of installing the Software on media including the websites and brochures of CC and its subsidiaries, the Subscriber shall cooperate with CC to the extent possible.  

 In this case, CC shall ask the Subscriber to check the content to be published prior to publishing the Subscriber’s case of installation.  

Article 25. Force Majeure

Neither party shall be liable for the delayed performance or disabled performance of the Agreement in all or in part (excluding monetary obligations) due to natural disasters, acts of governments or government agencies, blockade of regions, fire, storm, flood, earthquake, tsunami, lightning, typhoon, epidemic, war, conflict, terrorism, insurgence, revolution, riot, explosion, marine accident, strike, factory closure, labor disputes including sabotage, traffic blockage, failure of telecommunication lines, power outage, energy supply or control, or any other force majeure events. Provided, however, that the party affected by the said event shall promptly notify the other party of the occurrence of the said event and make reasonable efforts for restoration. 

In the event the parties reasonably believe that the duties and responsibilities under the Agreement is no longer possible, parties may mutually agree on the termination of the Agreement. 

Article 26. Survival Clause 

The provisions of Article 3 (Ownership of Copyrights), Article 7 (Prohibited Acts), Article 14 (Prohibition of Assignment of Rights and Obligations), Article 17 (Disclaimer), Article 18 (Damages), Article 23 (Deletion of Data), Article 24 (Permission to Publish Installation Case), this Article, Article 27 (Governing Law and Agreed Jurisdiction), and Article 32 (Construction) shall survive the termination of this Agreement.

Article 27. Governing Law and Agreed Jurisdiction 

1. The Agreement shall be governed by and be construed in accordance with the laws of Japan.

2. All disputes, controversies or differences arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan. The number of the arbitrators shall be one and the arbitral proceedings shall be conducted in English.The Tokyo District Court or the Tokyo Summary Court shall be the agreed court of first instance with exclusive jurisdiction over any and all disputes arising out of or in relation to this Agreement.. 

Article 28. Good Faith Negotiation

Any matters not stipulated in the Agreement and any other doubts arising in relation to the Agreement shall be solved through negotiation between the parties in good faith.

Article 29. Non-Waiver of Rights

Either party’s failure to exercise any of the provisions hereof, rights with respect hereto or the right of choice hereunder shall in no way be considered a waiver of such provisions, rights or right of choice, or in no way affect the validity of the Agreement. Moreover, either party’s failure to exercise any of such provisions, rights or the right of choice shall not preclude the party from later enforcing or exercising the same or any other provisions, rights or right of choice hereunder.  

Article 30. Severability

Even if any of the provisions hereof is found illegal or invalid by a court having jurisdiction, the remaining provisions hereof shall remain valid and in full force.

Article 31. Entire Agreement

1. The Agreement constitutes the entire and sole agreement between the parties with regard to the grant of the right to use  the Software, and any and all prior agreements made in writing or verbally between the parties shall become null and void.

2. Subject to Article 2, paragraph 1, the Agreement may be amended only by a written agreement signed by both of the parties.  

3. The text in the English language shall be the official text of this the Agreement and all the relevant instruments. In the event of any discrepancy between the English text and the text written in another language, the English text shall supersede the text written in another language in terms of the construction in all aspects.

Article 32. Construction 

Unless otherwise stipulated herein, the terms as used herein shall be construed as follows:  

 (1) Singular forms include plural forms, and vice-versa. 

 (2) The party to the Agreement and another contract or document includes the said party’s successor as well as its authorized agent and assignee. 

 (3) The term “document” as used herein includes documents sent via fax, via email, and via reproducible means and methods that make documents readable securely and permanently.  

Article 33. Special Provision for Free Plan 

1. This Article constitutes a special provision to be applicable to the subscriber when CC offers a free version of the license for the Software (hereinafter referred to as the “Free Plan”). Note that some features of the Software to be provided under the Free Plan will be restricted, and the volume of data that can be saved will be small compared to the paid version.  

2. Notwithstanding the provision of Article 18 (Damages), CC shall not be liable to the subscriber for any damage arising in relation to the Software offered under the Free Plan.   

3. Notwithstanding the provision of Article 22 (Discontinuance of This Service), CC may discontinue all or part of the services provided in relation to the Software to be provided under the Free Plan by notifying the subscriber one month or more in advance.

Established on June 23, 2022

Cloud Circus, Inc.