Terms of Service

The following terms have the meanings set out below in these Terms.

• Service means the document conformity-checking and related functions and services provided by the Company under the name INDX Compliance.
• Customer means a corporation or individual that agrees to these Terms and uses the Service.
• User means an officer, employee, or other individual whom a Customer allows to use the Service.
• Customer Data means documents and other data entered or uploaded to the Service by a Customer or User.
• Individual Agreement means any separate agreement, application form, purchase order, quotation, or similar document entered into between the Company and a Customer in relation to use of the Service.

These Terms apply to all conditions for providing the Service and all relationships between the Company and Customers relating to use of the Service. Any separate rules, guidelines, or similar provisions posted by the Company on the Service form part of these Terms. If the contents of these Terms differ from the contents of an Individual Agreement, the Individual Agreement prevails.

An agreement for use of the Service is formed when a Customer applies for use by the method specified by the Company and the Company accepts the application, or when the Company and the Customer enter into an Individual Agreement. The Company may decline an application if it contains false information, if the applicant has previously violated these Terms, or if the Company otherwise reasonably determines that acceptance is inappropriate.

• Customers must properly manage Service account information, including IDs and passwords, at their own responsibility and must not lend, share, or transfer that information to any third party.
• Customers are responsible for damage caused by inadequate management of account information, misuse, or use by a third party, and the Company bears no responsibility for such damage.
• If a Customer becomes aware of unauthorized use of account information, the Customer must immediately notify the Company and follow the Company's instructions.

Service fees, billing methods, payment methods, and payment timing are as presented separately by the Company in pricing plans or as set out in an Individual Agreement. Customers must pay Service fees and applicable consumption tax by the specified due date. If payment is delayed, the Company may charge late payment damages at an annual rate of 14.6%. Fees received by the Company are non-refundable unless otherwise required by law or set out in an Individual Agreement.

Check results, conformity or non-conformity determinations, confidence scores, and cited evidence presented by the Service are reference information intended to support Customer review and decision-making. Final conformity determinations, legal or regulatory evaluations, and decisions on responses are the responsibility of the Customer. The Company does not warrant that check results are complete, accurate, current, or fit for any particular purpose. The Service does not provide legal advice by attorneys or other licensed professionals.

Customers and Users must not engage in any of the following conduct when using the Service.

• Conduct that violates laws or public order and morals, or conduct related to criminal activity.
• Conduct that infringes the intellectual property rights, portrait rights, privacy, reputation, or other rights or interests of the Company or any third party.
• Entering or processing a third party's personal information or confidential information in the Service without authority.
• Reverse engineering, decompiling, copying, modifying, redistributing, or using the Service to develop or provide a competing service.
• Placing excessive load on the Service network or systems, unauthorized access, vulnerability scanning or attacks, or other conduct that interferes with operation.
• Using information obtained through the Service for an improper purpose.
• Providing benefits to anti-social forces or engaging in equivalent conduct.
• Any other conduct that the Company reasonably determines to be inappropriate.

Rights in Customer Data belong to the Customer or the lawful rights holder, and the Company handles Customer Data only to the extent necessary to provide the Service. The Company does not use Customer Data to train machine-learning models without Customer consent. Personal information is handled in accordance with the Privacy Policy and information security is handled in accordance with the Information Security Policy. Customers represent and warrant that they have lawful authority to enter Customer Data into the Service.

All intellectual property rights in the Service and related software, technology, documentation, trademarks, and all other materials belong to the Company or lawful rights holders. The license to use the Service under these Terms does not transfer those rights to Customers. The Company may use improvement suggestions and feedback provided by Customers in relation to the Service without charge and without restriction.

The Company may suspend or stop all or part of the Service without prior notice to Customers for maintenance, inspections, system failures, force majeure events such as natural disasters, or other operational or technical needs. The Company may also change the Service content or terminate provision of the Service after giving reasonable advance notice. For damage suffered by Customers as a result, the Company is liable only within the scope set out in these Terms.

If a Customer violates these Terms, delays payment of fees, experiences credit concerns, or similar circumstances arise, the Company may suspend use of the Service or terminate the use agreement without prior demand. In such cases, the Company bears no responsibility to the Customer, and all obligations owed by the Customer to the Company become immediately due and payable.

The Company makes no express or implied warranties regarding the Service, including fitness for a particular purpose, merchantability, completeness, accuracy, usefulness, continuity, or non-infringement of third-party rights. The Company does not warrant that the Service will meet specific Customer requirements or operate without interruption or error.

• The Company's liability for damages to a Customer in relation to the Service, whether based on breach of contract, tort, or otherwise, is capped at the total amount of Service fees paid by the Customer to the Company during the 12 months immediately preceding the occurrence of the damage, except in cases of the Company's willful misconduct or gross negligence.
• In no event is the Company liable for lost profits, loss of business opportunity, loss of data, indirect damages, special damages, or consequential damages, regardless of foreseeability.
• The preceding items are not intended to exempt the Company from liability and do not apply to the extent invalidated by the Consumer Contract Act or other mandatory laws.

The Company and Customers must not disclose or leak to any third party, without prior written consent from the other party, information disclosed by the other party in connection with use of the Service that is expressly designated as confidential or should reasonably be recognized as confidential (Confidential Information). Confidential Information may be used only within the scope of using or providing the Service. This does not apply where disclosure is required by law or by a governmental authority.

The Company and Customers represent and warrant that they are not organized crime groups, members of organized crime groups, or other anti-social forces, and that they have no relationship with anti-social forces. If either party is found to violate this representation, the other party may immediately terminate the use agreement without demand and bears no liability for damage arising from such termination.

If a Customer violates these Terms or causes damage to the Company or a third party in connection with use of the Service, the Customer must compensate or indemnify for that damage, including reasonable attorney fees.

Customers may not assign, transfer, pledge, or otherwise dispose of all or part of their status under these Terms or rights and obligations under these Terms without prior written consent from the Company. If the Company transfers the business relating to the Service to a third party, the Company may transfer its status under these Terms, rights and obligations, and Customer information to the transferee as part of that business transfer, and Customers consent to this in advance.

Under Article 548-4 of the Civil Code of Japan, the Company may change these Terms if (i) the change conforms to the general interests of Customers, or (ii) the change is not contrary to the purpose of the agreement and is reasonable in light of the necessity and content of the change and other circumstances. When making a change, the Company will notify Customers of the amended content and effective date by posting on the Service or by another appropriate method before the effective date. If a Customer uses the Service after that date, the Customer is deemed to have agreed to the change.

Notices from the Company to Customers are made by posting on the Service, sending to the email address registered by the Customer, or by another method the Company considers appropriate. When the Company sends a notice to a registered contact address, the notice is deemed to have reached the Customer at the time it would normally arrive.

If any provision of these Terms, or any part of a provision, is held invalid or unenforceable under law, the remaining provisions remain in full force and effect.

These Terms and use of the Service are governed by the laws of Japan. The Tokyo District Court has exclusive jurisdiction in the first instance over disputes between the Company and Customers arising in connection with the Service or these Terms.