These Terms of Use (these “Terms”) govern the terms and conditions regarding the use of all products and services (the “Services”) provided by FingerVision Inc. (the “Company”).  These Terms form an agreement between the customer (the “Customer”) who uses the Services, and the Company.  Any rules, regulations, etc. stated in the Services form a part of these Terms.

 

Article 1     (Consent to these Terms)

1. The Customer consents to use the Services in compliance with the provisions of these Terms.  The Customer may not use the Services unless the Customer effectively and irrevocably consents to these Terms.

2. By actually using the Services, the Customer is deemed to have made an effective and irrevocable consent to these Terms.

3. By performing the consent set forth in this Article and the procedures set forth in the following Article, an agreement regarding the use of the Services in compliance with the provisions in these Terms (the “Usage Agreement”) will be formed between the Customer and the Company.

 

Article 2     (Services’ Details and Conditions for the Provision)

1. The Services’ details and conditions for the provision are as stated in the Exhibit.  The Company and the Customer may establish conditions that differ from those conditions by agreeing separately in writing.

2. If there is any inconsistency or infringement between the conditions stated in the Exhibit and the contents of the main text of these Terms, then the conditions stated in the Exhibit shall prevail.

 

Article 3     (Application for the Usage Agreement)

The Usage Agreement is established by the Company’s notice given to the Customer who submitted the application form designated by the Company (the “Application Form”) (such Customer shall be referred to as the “Contracting Party”), by stating that the Company has accepted the application.  By the conclusion of the Usage Agreement, these Terms will be applied commonly to the individual agreements concerning the Services, that will be concluded thereafter between the Company and the Customer.

 

Article 4     (Non-approval of Use Application and Cancellation of Usage Agreement)

The Company may not approve the Customer’s application for use when there is any one of the following circumstances.  Furthermore, even after the Usage Agreement has been formed, the Company can cancel the Usage Agreement if any of the following facts are discovered.

• (1)   When it is discovered that there are false matters stated in the application for use;

• (2)   When it is discovered that the Customer’s Usage Agreement has been canceled in the past, or the Customer’s use of the Services has been suspended in the past, due to unauthorized use, etc.;

• (3)   When it is determined that there are other possibilities that it is difficult to conclude and continue the Usage Agreement, from the technological point of view or the perspective of the Company’s execution of duties; or

• (4)   When it is determined that the Customer’s use of the Services will be based on a purpose other than a legitimate purpose.

 

Article 5     (Handling of Equipment)

1. Regarding the provision of the Services, the Contracting Party (limited to the person who chose subscription) shall comply with each of the following conditions concerning the equipment leased from the Company to the Contracting Party, and the software associated with the equipment (the “Equipment, Etc.”).

   • (1)   The Contracting Party shall not lease, assign, or provide a license of the Equipment, Etc. to a third party, or conduct other disposals thereof.

   • (2)   The Contracting Party shall not cease, transfer, remove, delete, alter, dismantle, or damage the Equipment, Etc. without the Company’s approval.

   • (3)   The Contracting Party shall manage the Equipment, Etc. with due care of a prudent manager.

2. If the Contracting Party lost or damaged the Equipment, Etc. by breaching the preceding paragraph, then the Company’s officer or employee, or a person designated by the Company shall recover or repair the Equipment, Etc., and the Contracting Party shall bear the expenses of such recovery or repairment.  If it is impossible to recover or repair the Equipment, Etc., the Contracting Party shall bear the purchase price of such Equipment, Etc. as compensation for the damage.

 

Article 6     (Delivery of the Equipment)

1. Conditions for the transactions regarding the delivery of the Equipment, Etc. shall comply with the EXW (Incoterms 2020), unless there is a separate agreement between the Customer and the Company.

2. The Company merely guarantees to the Contracting Party that the Equipment, Etc. has the function or performance as stated in the specifications prescribed by the Company, and does not guarantee the conformity, etc. with the Contracting Party’s purpose for using the Equipment, Etc.

 

Article 7     (Transfer of Rights, Etc.)

1. The ownership rights of the Equipment, Etc. will be transferred from the Company to the Contracting Party upon the completion of the delivery set forth in paragraph 1 of the preceding Article.

2. If the Equipment, Etc. is lost or damaged before the completion of the delivery set forth in paragraph 1 of Article 6, due to a reason attributable to the Company, then such loss or damage shall be borne by the Company.

3. If a defect caused by a reason attributable to the Company is discovered after the completion of the delivery set forth in paragraph 1 of Article 6, and the Contracting Party claims for a repair or a provision of a replacement of the Equipment, Etc. by providing a reasonable time, then the Company shall promptly repair the relevant defect or deliver the replacement at the expense and burden of the Company.

4. The rights set forth in the preceding paragraph may only be exercised within three months from the completion of the delivery set forth in paragraph 1 of Article 6.

5. This Article will only be applied to the Contracting Party who chose to purchase the Equipment, Etc..

 

Article 8     (Use of Equipment, Etc.)

The Contracting Party (limited to the person who chose subscription) shall use and store the Equipment, Etc. with due care of a prudent manager.

 

Article 9     (Maintenance)

1. If, during the term of the Usage Agreement (limited to the person who chose subscription), the Equipment, Etc. do not operate according to the specifications prescribed by the Company due to force majeure or for reasons not attributable to the Contracting Party, then the Company shall repair or Equipment, Etc. or exchange the Equipment, Etc. to replacement equipment, by a method designated by the Company (however, this shall not include cases where such operation is due to the attached software, is due to equipment or a consumable part that is not designated by the Company and is connected to the Equipment, Etc., or is due to a natural wear-and-tear or deterioration of the consumable part).  The Company may extend, with no charge, the subscription period according to the period required for the completion of the exchange.

2. If an excessive amount of cost or time is required for the repair or exchange of the Equipment, Etc. as stated in paragraph 1, then the Company may cancel the Usage Agreement.

3. The Company will not be liable for any direct or indirect damages caused by a defect of the Equipment, Etc. and the use of the Equipment, Etc., or any damages regarding the program or data recorded in the recording media.

4. The obligation or liability to be borne by the Company for the Services, concerning the defect of the Equipment, Etc., will be limited to those provided in this Article.

 

Article 10   (Intellectual Property Rights)

All of the intellectual property rights of the Equipment, Etc. will belong to the Company, and the Contracting Party may use the intellectual property rights of the Equipment, Etc. only within the scope of the purpose for using the Services.

 

Article 11   (Provision Areas)

The area for which the Services can be provided shall be limited to Japan (unless the use of the Services is limited to the use of the Equipment, Etc.).  However, this shall not apply if the Company’s approval has been obtained in advance.

 

Article 12   (Contracting Party’s Cancellation of the Usage Agreement)

The Contracting Party (limited to the person who chose subscription) may cancel the Usage Agreement by notifying the Company as such by following the method determined by the Company, by at least two weeks prior to the day on which the Contracting Party wishes to cancel the Usage Agreement.

 

Article 13   (Company’s Cancellation of the Usage Agreement)

When the Contracting Party (limited to the person who chose subscription) falls under any one of the following items, the Company may suspend the Contracting Party’s use of the Services, and cancel the Usage Agreement without having to give any demand or being liable at all.  In this case, the Company shall not be liable for the cancellation.  The Contracting Party will forfeit the benefit of time for all of its debts against the Company, and shall immediately pay its debts in full.

• (1)   When the Contracting Party receives a provisional seizure, provisional disposition, compulsory execution, petition for auction, etc., disposition to suspend transactions with a clearinghouse, or delinquency of taxes and charges or other disposition of delinquency, or when grounds for receiving these petitions, dispositions, or notice has occurred;

• (2)   When the Contracting Party is subject to a suspension of payment, became unable to pay debts, or became insolvent, or the grounds for the petition of insolvency proceedings (including those that have been amended or established after the conclusion of these Terms), such as bankruptcy, corporate reorganization, and civil rehabilitation have occurred, or when the Contracting Party received these petitions or have made these petitions themself;

• (3)   When the Contracting Party conducted a violation of these Terms; or

• (4)   Otherwise, when the Company considered that it is inappropriate to continue the Contracting Party’s use of the services.

 

Article 14   (Handling at the Termination of the Agreement)

1. If the Usage Agreement will be terminated, the Contracting Party (limited to the person who chose subscription; hereinafter the same in this Article) must return the Equipment, Etc. to the Company by returning it to the condition as of the time when it was delivered (“Original State”), at the expense of the Contracting Party, by the termination date of the Usage Agreement.

2. The Company will conduct an inspection within two weeks from the return of the Equipment, Etc. to confirm whether or not the Equipment, Etc. returned according to the preceding paragraph has been returned to its Original State.  If the Equipment, Etc. passes the inspection, such fact will be notified to the Contracting Party.

3. If the Equipment, Etc. did not pass the inspection set forth in the preceding paragraph, the Company may request the Contracting Party to pay the expenses required to return, to its Original State, the Equipment, Etc. returned from the Contracting Party.

4. If the Contracting Party delays the obligation concerning the return set forth in paragraph 1, the Contracting Party must pay the damages equivalent to the amount that is twice the amount of the usage fee for the period from the day immediately following the termination date of the Usage Agreement until the day of the return.

 

Article 15   (Discontinuation and Suspension, Etc. of the Provision of the Services)

1. The Company may discontinue all or a part of the provision or the Services, or suspend the provision of the Services, in the event of circumstances such as a natural disaster, telecommunication system failure, regular or urgent maintenance of the Services, technological failure, dispute with a third party, or an amendment of the operation policy of the Services, or if the Company otherwise deems it necessary.  In this case, the Company shall notify the prospect of the restart of the Service, in advance or without delay, by a method specified by the Company.

2. The Company may terminate all or a part of the Services by giving notice to the Contracting Party by a method specified by the Company.

3. When the Services are discontinued, suspended, terminated, or amended pursuant to this Article, the Company shall not bear any liability against the Contracting Party or other third party.

4. When the Services are delayed, discontinued, suspended, etc. due to an unavoidable cause such as an unexpected accident, the Company shall not bear any liability for compensation.

 

Article 16                (Prohibited Matters)

When using the Services, the Contracting Party may not conduct any acts:

• (1)   That use the Services for a purpose other than its personal use, such as for marketing purposes or for other unfair purpose (however, use by the parent company, subsidiary, or related company will be permitted only when the Company’s prior approval has been received);

• (2)   That sublicense the rights under these Terms to a third party;

• (3)   That infringe or may infringe the intellectual property rights of the Company or the third party, used in relation to the Services, such as copyrights and trademark rights, as well as any other rights;

• (4)   That interfere with or obstruct the provision of the Services by sending a computer virus, spam mail, or other harmful computer program;

• (5)   That disassemble, decompile, or reverse engineer the Services, or analyze the source code, structure, idea, etc. of the Services;

• (6)   That provide a product that is identical or similar to the Equipment, Etc. to a third party;

• (7)   That encourage a criminal act or other act that will lead to a criminal act;

• (8)   That defame the Company or a third party, and harm the reputation or credit thereof;

• (9)   That unauthorizedly access the facilities, etc. of the Company or a third party, and obstruct or may obstruct the use or the management of the facilities, etc.;

• (10) That the Company determines to be inappropriate or inadequate due to a reasonable reason; and

• (11) That will otherwise violate the laws and regulations, these Terms, or public policy, or interfere with the operation of the Services, or be disadvantageous to the Company or a third party.

 

Article 17   (Prohibition of Transfer, Etc. of Rights and Obligations, Etc.)

The Contracting Party shall not, regardless of the cause, transfer, pledge, or provide other security of any and all rights and obligations that occurred based on the transfer of status under these Terms, these Terms, and any agreements incidental to these Terms, including the right to receive the provision of the Services.

 

Article 18   (Disclaimer)

1. The Contracting Party shall use the Services by following these Terms, and by its own decision and responsibility.

2. If the Contracting Party damaged a third party in relation to the use of the Services (including, but not limited a case where the Equipment, Etc. will be built into the Contracting Party’s commercial product), and the Company receives a claim from the Contracting Party or a third party, or a lawsuit has been filed from the Contracting Party or a third party to a Contracting Party, then the Contracting Party shall resolve the claim or the lawsuit at its expenses and liability.  The Company shall be discharged unless there is a circumstance that is attributable to the Company.

3. The Company shall not be liable, regardless of the cause, for the damage that occurred by the Contracting Party violating the prohibited matter set forth in these Terms.

 

Article 19   (Scope of Liability)

1. The Company shall not guarantee the conformity of the Services with the Contracting Party’s specific purpose, such as the completeness, correctness, certainty, and effectiveness thereof.

2. If a defect such as a bug, or any other defect is found in the Services’ program, then the Company shall promptly endeavor to correct the defect or improve the program. However, the Contracting Party shall agree that the Company is not obliged to correct the defect or improve the program unless there is a cause attributable to the Company.

3. Unless it is expressly provided in these Terms, the Company shall not be liable for any damages incurred by the Contracting Party due to a reason that is not attributable to the Company, and regardless of whether the Company could foresee or not, any damages caused by a special circumstance, lost profit, and damages incurred by a third party based on the third party’s claim for compensation, or any other damages.

4. When the Services cannot be provided due to a natural disaster, war, insurrection, or other force majeure, the Company shall not be held liable.

 

Article 20   (Elimination of Anti-Social Forces)

1. The Contracting Party agrees to affirm its commitment to each of the following items:

   • (1)   The Contracting Party is not an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a corporation associated with an organized crime group, a corporate racketeer (sokaiya), a social campaign racketeer, a political campaign racketeer, a special intellectual criminal organization, or other person equivalent thereto (collectively, “Anti-Social Force”);

   • (2)   The Contracting Party’s officer (meaning a member who executes business, director, executive officer, or person equivalent thereto) is not an Anti-Social Force, and an Anti-Social Force is not found to be substantially involved in the management of the Contracting Party;

   • (3)   The Contracting Party is not a person who allows an Anti-Social Force to utilize its name; and

   • (4)   The Contracting Party does not conduct, or use a third party to conduct, the following acts;

     • (i)    Act using threatening speech or behavior, or violence;

     • (ii)   Act using fraudulent means or force to obstruct the other party’s business or damage their credibility;

     • (iii)  Act that is found to be unjustly using an Anti-Social Force; or

     • (iv)  Act that has a relationship that provides funds, etc., or convenience to an Anti-Social Force.

2. The Company may cancel the Usage Agreement without giving any demand if it discovers that the Contracting Party violated the commitment stated in the preceding paragraph.

3. If the Usage Agreement is canceled pursuant to the preceding paragraph, the canceled Contracting Party may not claim compensation for damages resulting from the cancellation from the Company.

 

Article 21   (Amendment of these Terms)

1. If any of the following circumstances occur, the Company may amend these Terms at its own discretion:

   • (1)   The amendment of these Terms is consistent with the general profit of the Contracting Party; or

   • (2)   The amendment of these Terms does not breach the purpose for establishing the Usage Agreement, and is reasonable in light of the necessity of the amendment, the appropriateness of the contents after the amendment, the contents of the amendment, and other circumstances concerning the amendment.

2. When the Company amends these Terms by following the preceding paragraph, the fact of the amendment of these Terms, the contents of the amended Terms, and the day on which the amendment becomes effective will be posted on the Company’s website or notified to the user by e-mail.

3. The Contracting Party is deemed to have agreed to the amendment of these Terms if the Company notified the Contracting Party of the contents of the amended Terms, and the Contracting Party used the Services on or after the date on which the amended Terms become effective.

4. If the Contracting Party incurred any disadvantage or damages due to the amendment of these Terms, the Company shall not bear any liability therefor except in the case where it is due to the Company’s intentional cause or gross negligence.

 

Article 22   (Governing Law)

All of the governing laws regarding these Terms will be the laws and regulations of Japan, and the provisions of the United Nations Convention on Contracts for the International Sale of Goods will not be applied to these Terms.

 

Article 23   (Agreed Jurisdiction)

The Tokyo District Court shall be the court of agreed exclusive first instance jurisdiction for any litigations related to these Terms.

 

Establishment:        September 1, 2022

Amendment            November 1, 2022

Amendment            February 1, 2024

 

FingerVision Inc.

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