Terms of Service for Visual Learning .Japanese

Chapter 1 General Provisions

Article 1 (Establishment of Terms)
1. The Company has established these terms of service for Visual Learning .Japanese (including Fee Schedule; these “Terms”), under which the Company shall provide Visual Learning .Japanese (which means a service which provides the website to learn Japanese, texts in PDF format, contact for questions and applications for smartphones; “VLJ”).
2. A subscriber to VLJ (the “Subscriber”) shall in good faith comply with these Terms.

Article 2 (Scope of these Terms)
1. These Terms shall apply to any and all relationships between the Subscriber and the Company in relation to VLJ.
2. Terms and conditions for the use of VLJ of which the Company will notify the Subscriber as necessary to facilitate the smooth operation of VLJ shall form part of these Terms.

Article 3 (Revision to these Terms)
1. The Company may revise these Terms. In such case, unless otherwise stated, the fees and other terms for provision shall be governed by revised Terms.
2. Any revision under the preceding paragraph shall be notified to the Subscriber in the manner specified in Article 22 (Notice to the Subscriber), and shall take effect as specified in the same Article.

Chapter 2 Agreement

Article 4 (Offer and Acceptance)
1. Anyone who wants to use VLJ shall agree to these Terms and apply for VLJ in the manner designated by the Company.
2. The Company may not accept a subscription if the Company considers that:
(1) it is extremely difficult to provide VLJ as requested by an applicant for technical or other reasons;
(2) an applicant for VLJ actually fails or the Company considers that he/she is likely to fail, to pay the fee for VLJ provided by the Company or costs for the procedures;
(3) an applicant for VLJ falls or the Company considers that he/she is likely to fall, under any of the items of paragraph 1 of Article 12 (Suspension of Use);
(4) a false statement is made in the subscription form;
(5) an applicant for VLJ is not a corporation located in Japan (including those that the Company considers equivalent to a corporation); or
(6) otherwise the acceptance of the subscription disrupts the business of the Company.
3. Even after the agreement is formed, if the Company finds that the circumstance listed in any of the items of paragraph 2 occurs, the Company may cancel the acceptance under paragraph 2. In such case, the Company shall not be liable for any damage suffered by the Subscriber as a result of the cancellation, and the Subscriber shall bear any costs incurred by the Company before the cancellation.
4. If the Company does not accept a subscription, the Company shall notify the relevant applicant thereof.

Article 5 (Period of Provision)
1. Periods of provision of VLJ are specified in the Fee Schedule.
2. Upon the expiration of the period of provision of VLJ referred to in the preceding paragraph, the agreement for VLJ shall be terminated.

Article 6 (Change of Notified Matters)
If there is any change of matters notified to the Company at the time of applying for VLJ or thereafter, the Subscriber shall notify the Company thereof without delay in the manner prescribed by the Company. The Company shall not be liable for any disadvantage suffered by the Subscriber as a result of a failure by the Subscriber to notify such change.

Article 7 (Succession of Subscriber’s Status)
1. In the event of a succession of the Subscriber’s status as a result of inheritance, or corporate merger or demerger, the heir, the surviving corporation or newly established corporation after the merger, or the corporation which succeeds to all of the Subscriber’s rights of use as a result of the demerger shall succeed to the Subscriber’s status.
2. In the event of a succession of the Subscriber’s status as a result of inheritance, or corporate merger or demerger, the heir, the surviving corporation or newly established corporation after the merger, or the corporation which succeeds to all of the Subscriber’s rights of use as a result of the demerger shall submit to the Company a form prescribed by the Company together with a written document evidencing such succession.
3. In the case of the preceding paragraph, if there are two or more successors, one of them shall be appointed as a representative to the Company, and such fact shall be notified to the Company. The same shall apply if such representative is replaced.

Article 8 (No Assignment of Rights to Receive VLJ)
The Subscriber may not assign the right to receive VLJ under this Agreement unless the Company approves such assignment.

Article 9 (Termination of the Agreement by the Subscriber)
When intending to terminate this Agreement, the Subscriber shall fill out a form prescribed by the Company for that purpose and notify the Company thereof in writing. In such case, fees paid under Article 14 shall not be refunded to the Subscriber.

Article 10 (Termination of the Agreement by the Company)
1. The Company may terminate this Agreement in any of the following circumstances, in such case, fees paid under Article 14 shall not be refunded to the Subscriber:
(1) the Subscriber who is suspended from using VLJ pursuant to Article 12 (Suspension of Use) still fails to remedy the cause of such suspension of the provision;
(2) the Subscriber does not pay fee(s) for VLJ even after the day separately specified by the Company has passed;
(3) a natural disaster, incident or other emergency occurs, or is likely to occur;
(4) VLJ does not work correctly and it is extremely difficult to provide VLJ on a continuous basis; or (5) it is extremely difficult to provide VLJ due to compulsory disposition under the applicable law or regulation.
2. If the Company suspends the provision of VLJ pursuant to the preceding paragraph, the Company shall notify the Subscriber thereof in advance. However, this shall not apply if there are urgent and compelling reasons.

Chapter 3 Suspension, etc., of Provision or Use

Article 11 (Suspension of Provision)
1. The Company may suspend the provision of all or part of VLJ in any of the following circumstances:
(1) it is inevitable for the purpose of maintaining or constructing the Company’s equipment or providing VLJ;
(2) a natural disaster, incident or other emergency occurs, or is likely to occur;
(3) VLJ does not work correctly and it is extremely difficult to provide VLJ on a continuous basis;
(4) it is extremely difficult to provide VLJ due to compulsory disposition under the applicable law or regulation; or (5) it is necessary to do so in order to protect the Company’s equipment from unauthorized access.
2. If the Company suspends the provision of VLJ pursuant to the preceding paragraph, the Company shall notify the Subscriber thereof in advance. However, this shall not apply if there are urgent and compelling reasons.

Article 12 (Suspension of Use)
1. The Company may suspend the Subscriber from using VLJ if the Subscriber:
(1) breaches the provisions of Article 21 (Obligations of the Subscriber); or (2) in addition to item (1) above, engages in an act that breaches these Terms and that materially disrupts or is likely to materially disrupt the performance of the Company’s business related to VLJ or the operation of the Company’s telecommunication equipment (which means machinery, apparatus, line and other electric equipment for telecommunication; the same applies hereinafter).
2. If the Company suspends the Subscriber from using VLJ pursuant to the preceding paragraph, the Company shall notify in advance the Subscriber of the reason therefor and the date on and the period for which the provision of such use will be suspended. However, this shall not apply if there are urgent and compelling reasons.

Chapter 4 Fees, etc.

Article 13 (Fees)
Fees for VLJ shall be specified in the fee schedule.

Article 14 (Obligation to Pay Fees)
The Subscriber shall pay, in consideration of VLJ provided by the Company for the period of provision specified in Article 5 (Period of Provision), the amount specified in the Fee Schedule within thirty days after the date on which the Company commenced providing VLJ.

Article 15 (Premium)
If the Subscriber illegally avoided payment of fees, the Subscriber shall pay not only the amount so avoided but also the amount equal to twice the amount so avoided (excluding any amount of consumption tax) plus the applicable consumption tax as premium.

Article 16 (Delayed Interest)
When the Subscriber fails to pay fees or other monies due and payable (excluding delayed interest) even after the due date of payment has passed, the Subscriber may be required to pay, as delayed interest, the amount calculated at the rate of 14.5% per annum, based on the number of days from the day following the due date of payment until the day preceding the day of the actual payment.

Chapter 5 Compensation for Damages, etc.

Article 17 (Limitation of Liability)
1. If the Company causes damage to the Subscriber in connection with the provision of VLJ due to reasons attributable to the Company, the Company shall compensate the Subscriber for the ordinary damage (other than lost profit) actually incurred by the Subscriber to the extent not exceeding the amount equal to the fees the Subscriber actually paid to the Company for VLJ. The Company shall not be liable for any special damage, indirect damage or similar damage irrespective of whether or not it is foreseeable.
2. The provisions of the preceding paragraph shall not apply if the Company does not provide VLJ due to its willful misconduct or gross negligence.

Article 18 (Indemnification)
1. Except for the case of paragraph 1 of Article 17, the Company shall not compensate the Subscriber for any damage whatsoever, and the Subscriber shall not claim compensation for damage incurred by it against the Company. In addition, if the Subscriber causes damage to a third party as a result of the use of VLJ, the Subscriber shall, under its own responsibility, resolve the issue, and shall hold the Company harmless against the damage.
2. The Company shall not be responsible to the Subscriber for any consequences arising from the Subscriber’s use of VLJ, including those caused by a malfunction of or failure in the equipment necessary to provide VLJ, unauthorized access by a third party, commercial dispute or compulsory disposition based on the applicable law or regulation, or for other reasons.

Article 19 (No Warranty)
The Company shall not warrant to the Subscriber that:
(1) VLJ does not infringe any third party’s rights;
(2) VLJ has the quality and utility as expected by the Subscriber, and the operation thereof is not interrupted and is free from errors;
(3) the content of VLJ and information or data obtained by the Subscriber through VLJ are complete, accurate, reliable, useful, valuable, fit for particular purpose or fair; or
(4) the use of VLJ does not have any effect on applications or data, etc., on the device used.

Chapter 6 Miscellaneous

Article 20 (Discontinuance of VLJ)
1. The Company may discontinue VLJ in part or in whole.
2. If VLJ is discontinued in part or in whole pursuant to the preceding paragraph, the agreement relating to VLJ so discontinued in part or in whole shall be terminated.
3. The Company shall not be liable in any way for any loss or damage incurred by the Subscriber or a third party as a result of the discontinuance of VLJ in part or in whole.
4. When intending to discontinue VLJ in part or in whole pursuant to paragraph 1, the Company shall give reasonable prior notice thereof to the Subscriber.

Article 21 (Obligations of the Subscriber)
1. The Subscriber shall agree to comply with the following:
(1) The Subscriber will not license or sublicense VLJ to a third party or otherwise engage in any act that allows a third party to use VLJ;
(2) The Subscriber will not allow one ID specified in the fee schedule to be used by two or more persons;
(3) The Subscriber will not engage in any act that infringes the Company’s or third party’s copyright or other rights;
(4) The Subscriber will not modify, remove or otherwise dispose of the Company’s or third party’s data that can be accessed using VLJ;
(5) The Subscriber will not use VLJ while pretending to be a third party;
(6) The Subscriber will not intentionally transmit or distribute malicious computer programs;
(7) The Subscriber will not engage in any act that causes a hindrance to the use or operation of the Company’s equipment through unauthorized access to such equipment;
(8) The Subscriber will not engage in any act of collecting a third party’s personal information without that party’s consent or by fraudulent means;
(9) The Subscriber will not engage in any other act that breaches any applicable law or regulation or these Terms, disrupts the public order or the operation of the service, or damages the credibility of the Company, or causes disadvantage to the Company or a third party; or
(10) The Subscriber will not engage in any other act that is likely to fall under or is similar to any of the preceding items.
2. If the Subscriber damages the Company’s equipment or other devices for VLJ in breach of the preceding paragraph, the Subscriber shall pay the expenses necessary for repair or other works by the date designated by the Company.
3. The Company shall not be liable in any way for any loss or damage incurred by the Subscriber or other person as a result of a breach of the Subscriber’s obligations under this Article.
4. The Subscriber shall take necessary measures to ensure that those that use VLJ comply with these Terms. If any loss or damage is incurred by a user or a dispute arises with any user, as a result of the use of VLJ, the Subscriber shall, at its own expense and responsibility, resolve the same, and the Company shall not be liable in any way therefor.
5. The Subscriber shall be responsible for managing IDs and passwords relating to VLJ (the “IDs”), and shall not disclose the content thereof to a third party without good reasons. If the IDs are confirmed as matching, the Company shall consider that the Subscriber registered as a holder of such IDs has used VLJ.
6. If the Subscriber causes or the Company deems that the Subscriber is likely to cause, a significant hindrance to the performance of the Company’s business relating to VLJ or the Company’s equipment in breach of the preceding paragraph, the Company may change the IDs or take other necessary measures. The Company shall not be liable in any way for any loss or damage incurred by the Subscriber as a result of such measures.
7. When taking necessary measures pursuant to the preceding paragraph, the Company shall give prior notice to the Subscriber with reasons therefor. However, this shall not apply if there are urgent and compelling reasons.

Article 22 (Notice to the Subscriber)
Notice to the Subscriber may, at the Company’s discretion, be given in any of the following ways:
(1) by posting it on the Company’s website; in such case, the notice to the Subscriber shall be deemed to have been given at the time of posting;
(2) by sending an email to the email address or a fax to the fax number of, the Subscriber that was notified to the Company when applying for VLJ or thereafter; in such case, the notice to the Subscriber shall be deemed to have been given when it reached the server that manages the email address of the Subscriber or the fax machine;
(3) by mailing it to the address of the Subscriber that was notified to the Company when applying for VLJ or thereafter; in such case, the notice to the Subscriber shall be deemed to have been given when the mail reached the address of the Subscriber; or
(4) by other means that the Company deems appropriate; in such case, the notice to the Subscriber shall be deemed to have been given at the time designated by the Company in such notice.

Article 23 (Intellectual Property Rights of the Company)
1. Any and all intellectual property rights such as copyrights and know-how contained therein in connection with software and other programs or goods (including contents, etc., offered through these Terms, service specifications, users’ manual or VLJ; the “Programs” in this Article) lend or offered by the Company to the Subscriber in relation to the provision of VLJ shall belong to the Company or person(s) designated by the Company.
2. The Subscriber shall treat the Programs in the following manner:
(1) the Subscriber will not use the Programs for purposes other than using VLJ;
(2) the Subscriber will not reproduce, modify, edit, adapt or create derivative works from, or reverse-engineer, decompile, or reverse-assemble, or extract the source code, etc., of a program or content from, the Programs;
(3) the Subscriber will not lend or transfer the Programs to a third party or provide them as collateral whether or not for profit; or
(4) the Subscriber will not remove or change the copyright notice used by the Company or person(s) designated by the Company.
3. The provisions of this Article shall survive the termination or expiration of this Agreement.

Article 24 (Handling of Personal Information, etc.)
In providing VLJ, the Company shall handle personal information, etc., obtained by the Company in the manner separately specified by the Company.

Article 25 (Confidentiality Obligation)
1. The Subscriber shall use any operational, technical or other business secret (including users’ manuals: “Confidential Information”) disclosed in connection with VLJ only for the purpose of using VLJ, and shall not disclose or divulge to a third party or use Confidential Information without prior written approval of the Company for purposes other than using VLJ; provided, however, that this shall not apply to the information that:
(1) is in the public domain at the time of disclosure;
(2) enters the public domain through no fault of the Subscriber after the disclosure to the Subscriber;
(3) is duly obtained by the Subscriber without any confidentiality obligation from a third person who is lawfully authorized to disclose the same;
(4) is independently developed by the Subscriber without use of Confidential Information obtained from the Company; or (5) the Company agrees in writing that the confidentiality obligation does not apply to.
2. If required by laws, a court or administrative judgment, decision or order or otherwise to disclose Confidential Information of the Company, the Subscriber may disclose the same to the relevant organization to the minimum necessary extent; provided, however, that when so required, the Subscriber shall notify the Company in advance of the disclosure to the possible extent.
3. The provisions of this Article shall survive the termination of the agreement for the use of VLJ.

Article 26 (Export Control)
In using VLJ and technology used in VLJ (“VLJ, etc.”), the Subscriber shall comply with the Foreign Exchange and Foreign Trade Act and other export-related laws of Japan as well as US export control regulations, with the knowledge that VLJ, etc., may be subject to export control under those laws and/or regulations and may be on an export control list in other relevant countries. The Subscriber also shall not transfer, export or re-export VLJ, etc., to any entity, resident or citizen in a prohibited country or sanctioned country or a listed person or listed entity without appropriate government permission. The Subscriber shall not use VLJ, etc., for the purpose of developing, manufacturing or using weapons of mass destruction including nuclear weapons specified in the Foreign Exchange and Foreign Trade Act and other export-related laws of Japan and other conventional weapons.

Article 27 (Court of Jurisdiction)
If any dispute arises in connection with VLJ between the Subscriber and the Company, the Tokyo District Court shall have exclusive jurisdiction in the first instance.

Article 28 (Governing Law)
These Terms shall be governed by the laws of Japan.