These Terms of Use (hereinafter referred to as the "Terms") establish the rights and obligations between Yoom Corporation (hereinafter referred to as the "Company") and customers (hereinafter referred to as "Customers") who use Yoom Knowledge (hereinafter referred to as the "Service"). When using the Service, Customers must read and agree to the entire text of these Terms.
Article 1 (Application)
These terms are intended to define the rights and obligations between our company and the customers in relation to the provision and use of this service, and apply to all relations related to the use of this service between our company and the customers.
Article 2 (Definitions)
The following terms used in these terms shall have the meanings set forth below.
(1) "Customer" means an individual or corporation that has been registered as a customer of this service in accordance with Article 3.
(2) "External Service" refers to the service provided by a business operator other than our company that the customer sets as the target for using this service.
(3) "Customer's own system" refers to the system that the customer owns and manages.
(4) "External Business Operator" refers to the service provider of the External Service.
(5) "External Terms of Use" refers to the terms that define the rights relationship between the customer and the external business operator.
(6) "Intellectual Property Rights" refer to copyright, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire these rights and to apply for registration, etc. for these rights).
(7) "Application Information" refers to the "Application Information" specified in Article 3.
(8) "Our Website" refers to the website operated by our company, the domain of which is "yoom.fun" (if the domain or content of our website changes for any reason, it also includes the website after such change).
(9) "Certified Customer" refers to the "Certified Customer" stipulated in Article 6.
(10) "Service Agreement" refers to the "Service Agreement" defined in Article 3.
(11) "Start Date of Use" refers to the "Start Date of Use" defined in Article 3.
(12) "Contract Termination Date" refers to the date and time when the use period stipulated in Article 15 has passed from the "Start Date of Use".
(13) "Learning Data" refers to the information that this service takes in from the acquisition from external services or customer's own file uploads, etc.
(14) "Knowledge" refers to the articles and contents created by this service based on learning data.
(15) "User" refers to the number of users for whom an account for this service has been issued.
Article 3 (Conclusion of Contract)
Customers who wish to use our services are required to agree to comply with these terms and conditions, complete the application or application form for using our services (hereinafter collectively referred to as the "Application Form") in the content and format designated by us, and submit the Application Form to us via paper or electromagnetic methods specified by us. By doing so, they apply to conclude a contract (hereinafter referred to as the "Usage Contract") for the use of our services in accordance with these terms and conditions.
The application for the conclusion of the Usage Contract as stipulated in the preceding paragraph must be made by the individual or corporation intending to use the services themselves, and applications by agents are not generally accepted. Moreover, customers guarantee that the information (hereinafter referred to as "Application Information") provided to us in the application process is truthful, accurate, and up-to-date.
We may refuse the application for the conclusion of the Usage Contract based on paragraph 1 if the applicant falls under any of the following conditions:
(1) If we determine there is a possibility of violating these terms and conditions
(2) If there were any falsifications, errors, or omissions in all or part of the Application Information provided to us
(3) If the applicant had their registration for use of our services cancelled in the past
(4) If the applicant's assets and credit status are deteriorating or if we determine there is a possibility of such
(5) If the applicant is part of antisocial forces such as organized crime groups, right-wing organizations, antisocial forces, or other similar individuals (hereinafter collectively referred to as "Antisocial Forces"), or if we determine that the applicant is interacting with or involved in the maintenance, operation, or management of Antisocial Forces through financial contributions or other means
(6) If we judge it inappropriate for the applicant to use our services for any other reason
We will determine the eligibility of the customer to use our services based on the preceding paragraph and our criteria, and we will issue and notify the usage account only when we approve the use of our services. Such notification shall establish a Usage Contract between us and the customer wishing to use our services, and the date of notification of the issuance of the usage account shall be the commencement date of the service use (hereinafter referred to as the "Start Date").
If there are changes in the Application Information, customers must notify us of the changes without delay using the method specified by us and submit the documents requested by us. We shall not be responsible for any damages incurred by the customer due to false, erroneous, or omitted contents in the Application Information.
Article 4 (Use of Services and Changes in Usage Plans, etc.)
Customers may use our services during the usage period specified in Article 15, in accordance with these terms and conditions, and following the methods determined by us.
Article 5 (Fees and Payment Method)
The consideration (hereinafter referred to as "Service Usage Fee") that customers will pay to the Company for using the Service is determined as follows:
(1) User License Fee: The fee displayed on the Company's website or in service documents separately set by the Company will be the user license fee. If there is no application for a paid plan, such as during the use of a free trial, no user license fee will be generated. User license fees will be incurred from the start date of use to the end date of the contract. The user license fee will also be calculated by multiplying the per-user license fee according to the usage plan and the usage period set forth in Article 15 by the number of users. If the number of users increases during the usage period, the user license fee from the month in which the increased number of users takes effect will be calculated by multiplying the per-user license fee by the number of users, including the increased users. The user license fee for the month of use commencement is calculated on a daily prorated basis from the start date to the end of the month.
(2) Data Learning Fee: The fee displayed on the Company's website or in service documents, or within the Service separately set by the Company will be the data learning fee. The data learning fee will be incurred regardless of whether knowledge is generated from learning data, at the time the learning data is incorporated into the service. Also, a fee will be incurred based on the number of characters in the incorporated learning data, with numerals, symbols, line breaks, etc., counted as one character.
The Company will close the Service Usage Fee for the current month on the last day of every month and deliver an invoice to the customer by the 5th business day of the following month through an electronic method set by the Company. Customers who wish to pay by bank transfer must pay the amount listed on the invoice to the bank account designated by the Company by bank transfer by the end of the month following the month of service usage.
Decrease in the number of user licenses during the usage period will not be possible.
Bank transfer fees, consumption taxes, and other expenses necessary for payments set forth in paragraphs 2, 3, and 4 shall be borne by the customer.
If a customer is late in paying the Service Usage Fee, the customer shall pay the Company a late payment charge at an annual rate of 14.6%.
Article 6 (Account Information Management)
Customers shall manage and keep their IDs and passwords related to this service (including IDs and passwords issued to customers' officers, those entrusted with duties by the customer, and others who are allowed to use this service (hereinafter referred to as "Authorized Customers")) at their own responsibility, hereinafter collectively referred to as "Account Information". Customers must not allow a third party to use it, nor lend, transfer, change the name, buy or sell, etc. Furthermore, customers shall ensure that Authorized Customers manage and keep their Account Information securely, and must not allow them to let a third party use it, nor lend, transfer, change the name, buy or sell, etc.
Customers shall be responsible for any damage caused by inadequate management of Account Information, errors in use, use by third parties (including actions by Authorized Customers), and our company shall not bear any responsibility.
If a customer finds that their Account Information has been stolen or used by a third party, they must immediately notify our company and follow the instructions from our company.
Article 7 (Prohibited Actions)
When using this service, customers must not engage in any of the following actions and must not allow Authorized Customers to do so:
(1) Acts that infringe on the intellectual property rights or other rights or interests of our company, other customers, external businesses or other third parties (including actions that directly or indirectly cause such infringement).
(2) Sharing a single user license among multiple users.
(3) Actions related to criminal activity or actions against public order and morality.
(4) Actions that violate laws or internal rules of industry associations to which our company or customers belong.
(5) Sending information that includes computer viruses or other harmful computer programs.
(6) Actions that destroy, interfere with, or tamper with information available for use in connection with this service, our company's systems, data, or networks.
(7) Actions that analyze this service or our company's systems.
(8) Sending data exceeding a certain data capacity set by our company through this service.
(9) Actions that may interfere with the operation of this service by our company.
(10) Any other actions that our company deems inappropriate.
If our company determines that the manner in which the customer or Authorized Customer uses this service falls under any of the preceding items or is likely to fall under any of them, our company may suspend the use of this service or terminate the usage contract without prior notice to the customer. Our company shall not bear any responsibility for any damage caused to the customer based on measures taken by our company under this paragraph.
Article 8 (Suspension of the Service)
We may suspend or interrupt the whole or part of the service without prior notice to the customer in any of the following cases:
(1) When we regularly or urgently conduct inspections, maintenance work, or work for version updates related to the service's computer system.
(2) When the computer or communication lines are stopped due to an accident.
(3) When the operation of the service is impossible due to force majeure, such as fire, power failure, natural disaster.
(4) When trouble, interruption or stop of service provision, stop of cooperation with the service, specification change, etc. occur in external services.
(5) Other cases where we judge it necessary to stop or interrupt.
We shall not be liable for any damage caused to the customer based on the measures we have taken under this article.
Article 9 (Equipment Responsibility)
The customer shall, at their own expense and responsibility, prepare and maintain the necessary equipment, software, and other devices, communication lines, and other communication environments to receive the service.
Depending on their usage environment, customers are responsible for implementing security measures such as prevention of computer virus infection, unauthorized access, and information leakage at their own expense and responsibility.
When starting to use the service, downloading data related to the service during use of the service or an external service, or installing software, etc. on the customer's computer, smartphone, etc., the customer shall pay sufficient attention so as not to cause the erasure or alteration of information they hold, or failure or damage of equipment. We shall not be liable for any such damage caused to the customer.
Article 10 (Rights Ownership)
The ownership and intellectual property rights related to our website and this service belong entirely to us or those who have granted us a license. The conclusion of the usage contract does not mean the transfer or usage permission of the intellectual property rights related to our website or this service by us or those who have granted us a license, except as explicitly stated in these terms. Customers shall not engage in any act that could potentially infringe on the intellectual property rights of us or those who have granted us a license for any reason (including reverse assembly, decompiling, and reverse engineering, but not limited to these).
We shall be free to use, without charge, data based on the input or other transmission by the customer on our website or this service.
We can obtain information about the customer's usage behavior of this service, and analyze this information ourselves or entrust it to a third party for the improvement of this service.
Article 11 (Handling of Application Information)
The handling of personal information included in the application information obtained by our company through the use of this service shall be governed by the separate privacy policy defined by our company. Customers, in using this service, agree that our company will handle personal information included in the application information in accordance with the said privacy policy, and shall have the individual agree as well.
Article 12 (Contract Termination)
Our company may, without prior notice or demand, temporarily suspend the use of this service for the customer, or terminate the usage contract, in the event that the customer falls under any of the following conditions:
(1) In the case of a violation of any provision of these terms
(2) If there is no usage history (such as logging into this service) for 180 days or more
(3) If there is no response for 30 days or more to inquiries or other communications from our company
(4) If payment has been stopped or become impossible, or if a petition has been filed for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation proceedings, or similar proceedings
(5) If the customer committed any of the acts specified in each item of Article 7, paragraph 1
(6) In other cases where our company deems it inappropriate to use the service or continue the service contract
If any of the events in the preceding paragraph occur, the customer shall lose the benefit of time for all obligations owed to our company and must immediately make all payments to our company.
Our company shall not be liable for any damages incurred by the customer due to the actions taken by our company under this article.
Article 13 (Contract Termination)
Customers, during the service usage period specified in the "Application Form," cannot terminate the service contract as a principle.
In the event of contract termination by mutual agreement between the customer and our company for any reason, the customer shall lose the benefit of time for all obligations owed to our company and must immediately make all payments to our company.
Article 14 (Changes to and Termination of the Service)
Our company may change the contents of this service or terminate its provision at our convenience. In the case of termination of this service, our company shall notify the customer in advance.
Our company shall not be liable for any damages incurred by the customer due to the actions taken by our company under this article.
Article 15 (Term of Use of the Service)
The term of use of this service shall be the period stated in the application form or the change application form (hereinafter referred to as "Application Forms"). If there is no term of use mentioned in the Application Forms, the term of use shall be from the start date of use to the end of the month. However, unless either our company or the customer notifies the intention to stop renewal at least 10 days before the end date of the term, the term of use will be automatically renewed for the same period, and this will be the same thereafter.
Notwithstanding the preceding paragraph, if the customer violates the prohibitions set forth in Article 8, or if it is reasonably judged that there is a risk of violation, our company may suspend all or part of the use of this service at any time.
Article 16 (Exclusion of Antisocial Forces)
The customer shall declare that neither they nor their executives and those substantially involved in management are members of antisocial forces (gang groups, gang members, persons who have not passed five years since they ceased to be gang members, quasi-members of gang groups, companies related to gang groups, racketeer-like persons, ideological or intelligent violent groups, etc., and persons equivalent to these). The customer shall also declare that they will not engage in violent acts, fraudulent and threatening acts, business disruption acts, and other illegal activities in the future. If they violate such declaration, they agree to accept the termination of this service without objection.
Article 17 (Disclaimer and Limitation of Liability)
1. The Company shall not be responsible for compensating the Customer for any damages incurred by the Customer (referred to as "Customer Damage" hereinafter) resulting from the interruption, suspension, termination, unavailability, or any other issues related to the provision of the Service by the Company.
2. The Company does not guarantee the suitability, completeness, continuity, or compatibility with specific operating environments of the Service for any particular purpose.
3. Even if the Customer incurs damages due to errors in the data input by the Customer, the knowledge or responses created by the Service, or any other information, the Company shall not be liable for such damages.
4. Regardless of whether it is a free trial or paid usage, after the termination of the Service period, the Company may delete all data, including knowledge, stored in the Service.
5. Even if the Service performs data import, the Company reserves the right to decide not to import the data or create knowledge. In such cases, data training fees may still apply.
6. If the Customer collects or transmits data containing personal information through the Service, it is the Customer's responsibility to comply with relevant laws and regulations, such as obtaining consent from the individuals concerned. The Company shall not be responsible for the handling of personal information related to the Customer's use of the Service, except in cases of its intentional misconduct or gross negligence.
7. While the Service may integrate with external services or the Customer's in-house systems, it does not guarantee the integration with specific external services or the Customer's in-house systems. If the Service is unable to integrate with external services or the Customer's in-house systems or if the use of the Service is restricted due to unforeseen changes in the specifications or other aspects of external services or the Customer's in-house systems (including unexpected behaviors occurring within the Service), the Company shall not be liable for such use restrictions, except in cases where such restrictions are caused by the Company's intentional misconduct or gross negligence.
8. When the Service integrates with external services, the Customer agrees to comply with the terms of use of those external services at their own expense and responsibility. The Customer shall be responsible for handling and resolving any transactions, communications, disputes, or other matters that arise between the Customer and the external service providers, other customers, or any third parties. The Company shall not be liable for such disputes or matters, except in cases of its intentional misconduct or gross negligence.
9. The Company does not guarantee the suitability, commercial usefulness, completeness, or continuity of external services or the Customer's in-house systems. Regarding the data that the Customer uses or obtains when using external services or the Customer's in-house systems, the Customer shall be responsible for storing or managing such data at their own expense and responsibility. The Company shall not be liable for the loss or damage of such data, except in cases of its intentional misconduct or gross negligence.
10. Even if the Company is held responsible for any reason, its liability for Customer Damage shall not exceed the amount of fees paid by the Customer to the Company during the past six months. Additionally, the Company shall not be liable for any consequential damages, indirect damages, special damages, future damages, or lost profits.
11. The Company shall not be responsible for any transactions, communications, disputes, or any other matters that arise between the Customer and external service providers or third parties in connection with the Service.
Article 18 (Confidentiality)
1. In this Agreement, "Confidential Information" refers to all information related to the technical, business, operational, financial, organizational, or other matters of the other party that is provided or disclosed to the Customer or the Company in writing, orally, or through recorded media in connection with the Service or the usage agreement. However, the following information shall be excluded from Confidential Information: (1) information that was already publicly known or in possession of the receiving party at the time of the provision, disclosure, or acquisition; (2) information that becomes publicly known through publications or other means after the provision, disclosure, or acquisition without any fault of the receiving party; (3) information lawfully obtained without being obligated to maintain its confidentiality by a third party authorized to provide or disclose such information; (4) information developed independently without using Confidential Information; and (5) information expressly confirmed by the other party in writing as not requiring confidentiality.
2. The Customer and the Company shall use Confidential Information solely for the purpose of using or providing the Service and shall not provide, disclose, or leak the other party's Confidential Information to any third party without the written consent of the other party.
3. Notwithstanding the provisions of Clause 2, the Customer and the Company may disclose Confidential Information based on orders, requests, or demands from laws, courts, regulatory authorities, financial exchanges, or other public institutions.
4. Notwithstanding the provisions of Clause 2, the Customer and the Company may disclose Confidential Information to third parties, such as lawyers, tax accountants, or certified public accountants, who are legally bound by professional confidentiality obligations.
Article 19 (Handling of Personal Information)
1. The Customer shall handle personal information (referring to all information related to individuals' privacy, as defined by the Act on the Protection of Personal Information and information concerning registered users' privacy) obtained through the Service in accordance with all laws and regulations related to the protection of personal information, including the Act on the Protection of Personal Information, its enforcement regulations, and guidelines issued by relevant ministries and agencies. The Customer shall manage such information with the duty of care of a prudent manager.
2. In the event that the Company receives any claims, inquiries, complaints, or other assertions of rights infringement from third parties due to the Customer's violation of the preceding clause, the Customer shall be responsible for resolving such matters at their own expense and liability. In the event that the Company independently handles such disputes, the Customer shall immediately reimburse the Company for all expenses (including legal fees, but not limited to) incurred by the Company for its defense or other legal activities to protect its rights and interests.
Article 20 (Liability for Damages)
If the Customer violates any provision of this Agreement, engages in fraudulent or illegal activities, and causes damages to the Company, its affiliates, or third parties, the Customer shall be liable to compensate the Company for all such damages, including legal fees and costs necessary for the restoration of the Company's or the Service's reputation and image.
Article 21 (Amendment of this Agreement)
The Company may modify this Agreement. In the event of any modifications to this Agreement, the Company shall notify the Customer of the revised content.
Article 22 (Contact/Notification)
Any inquiries, communications, or notifications from the Customer to the Company regarding the Service or any changes to this Agreement, as well as any communications or notifications from the Company to the Customer, shall be conducted through the methods specified by the Company.
Article 23 (Use of Case Studies)
Unless otherwise agreed upon separately with the Customer, the Company may use the name and logo of the Customer as a case study without charge for press releases, sales materials, investor relations materials, and publication on the Company's website,
Article 24 (Assignment of Service Agreement)
1. The Customer shall not transfer, assign, pledge, or dispose of its position under the Service Agreement or the rights or obligations based on this Agreement to any third party without the prior written consent of the Company.
2. In the event that the Company transfers its business related to the Service to another company, the Company may transfer its position under the Service Agreement, rights and obligations based on this Agreement, and the Customer's registration information and other customer information to the transferee of such business transfer. The Customer hereby agrees in advance to such transfer as stipulated in this clause. However, the business transfer mentioned in this clause shall include the transfer of the business as a whole, and not a partial transfer that significantly affects the provision of the Service.
Article 25 (Validity of Provisions)
Articles 5, 18, and 19 shall remain in effect even after the termination of this Terms of Use/Agreement.
Article 26 (Severability)
If any provision or part thereof of this Agreement is deemed invalid or unenforceable under applicable laws or regulations, the remaining provisions of this Agreement and the remaining part of the provision determined to be invalid or unenforceable shall continue to be fully effective.
Article 27 (Governing Law and Jurisdiction)
1. The governing law for this Agreement and the Service Agreement shall be the laws of Japan.
2. Any and all disputes arising out of or in connection with this Agreement or the Service Agreement shall be exclusively subject to the jurisdiction of the Tokyo District Court as the court of first instance.
[Revision History]
Enacted: July 1, 2023
