ABEJA Platform Service Terms

1 (Application of this Terms of Service)
1. These “ABEJA Platform Terms of Service” (hereinafter referred to as the “Terms”) are applied to the client’s use of “ABEJA Platform” (the “Service”) provided by ABEJA, Inc. (“ABEJA”).
2. The “Client” hereinafter means collectively: (a) a company or an organisation that has agreed on the Terms, applied for the usage of the Service in accordance with the procedures specified by ABEJA and been approved such application by ABEJA; and (ii) an individual who has been approved the use by ABEJA.
3. The Terms are applied between ABEJA and the Client; and the Client is deemed to have agreed to be bound by the clauses of the Terms once it provides the necessary information for the application by submitting the application form or application sheet (the “Application Sheet and Others”) for the Service to ABEJA.
4. The Client is deemed to have entered into a contract with ABEJA in relation to the use of the Service as set out in the Terms (the “Contract”) once the Client starts using the Service. In this event, the person who applied for the Service is deemed as a representative of the Client who is authorised to sign the Contract.
5. The Terms shall be applied to any and all interactions and relationships between ABEJA and the Client in relation to any use of the Service.
6. If there is any discrepancy between the details of the Terms and description of the Service and others outside the Terms, the provisions of the Terms shall apply.
2 (Conduct of the Service)
ABEJA will provide the Service to the Client pursuant to the provisions of the Terms.
3 (Alteration of the Terms)
1. ABEJA may alter any or all part of the Terms without consent of the Client under situations shown below. In such cases, the Client shall agree to the altered Terms, which shall become effective as the Terms of the Contract:

(1) where ABEJA deems that the alteration of the Terms conforms to the general interest of the Client; or

(2) where ABEJA deems that the alteration of the Terms is not against the objective of the Contract, and that the alteration is reasonable in the light of its necessity and appropriateness, and other circumstances relating to such alteration.

2. Upon alteration of the Terms, ABEJA will determine the effective date of such alteration and immediately notify the Client of the altered Terms and effective date through the Internet or other methods designated by ABEJA.
4 (Contents of the Service)
1. ABEJA will, through the Service, provide the Client with a platform that will enable them to manage and analyse training data and related data, build a trained model and relearn from it, and do like things.
2. For more detailed information about the contents and function of the Service and the like, please see the pages relating to the Service on our website. ABEJA may add, modify, or delete the contents or function of the Service at its own discretion from time to time, without prior notice.
5 (Service Fee)
1. The Client shall pay ABEJA the fee prescribed in the price table in the Application Sheet and Others or the amount stated in a proposal form (the “Service Fee”) in consideration of the usage of the Service.
2. Service Fee shall be paid by credit card or invoice. Payment date shall be specified in Application Sheet and Others. In the case of payment by credit card, where the credit card issuer fails to send the Client’s payment to ABEJA for Service Fee due to reasons such that the payment transaction with respect to Service Fee is not authorised pursuant to the provisions of the membership agreement, the Client ceases to be a card member, or others, ABEJA shall charge Service Fee that has not been paid by the credit card issuer to the Client and the Client shall pay the amount so charged into the bank account designated by ABEJA by the date and in a manner specified by ABEJA.
3. Any bank charges relating to the Client’s payment to ABEJA shall be borne by the Client.
6 (Contract Term)
1. The term of the Contract (the “Contract Term”) is initially one (1) month from the start date of using the Service. If either of the Client or ABEJA does not indicate otherwise by the end of the months which is two (2) months prior to the expiration of the initial Contract Term or renewed Contract Term thereof, the Contract shall be renewed automatically for a period of one (1) month from the following day of such expiration with the same condition and the same shall apply thereafter.
2. Once the Contract becomes effective, the Client may not cancel or terminate it before expiry of the Contract Term. Upon termination of the Contract in whole or in part due to any cause on the Client side, the Client shall pay ABEJA termination fee with full amount equivalent to Service Fee for the rest of the Contract Term. If such amount has already been paid, it will be applied to the termination fee, and if there is any shortfall in the termination fee, the Client shall pay the balance of the amount to ABEJA.
3. In the event that ABEJA falls in a situation where it is difficult for ABEJA to continue providing the Service, ABEJA may terminate the Contract by notifying the Client.
7 (Termination of the Contract)
1. Notwithstanding the provisions of the preceding clause, the Client and ABEJA may immediately terminate the Contract in whole or in part if the other party falls under any of the following items and when such party does not immediately correct such situation despite having received a written warning thereof:

(1) The other party has not performed the Contract without justifiable grounds; or

(2) Fulfillment of obligation of the other party set forth in the Contract has been extremely delayed or failed due to any reason attributable to such other party.

2. Notwithstanding the provisions of the preceding clause, the Client and ABEJA may immediately terminate the Contract in whole or in part without any notification or warning if the other party falls under any of the following items:

(1) Any bill or check drawn by the other party has turned unpayable due to dishonor and the like;

(2) In the event of any petition for seizure, provisional seizure, provisional disposition relating to the Contract, or auction has been filed against the other party, or a proceeding has been taken against the other party for recovery of taxes in arrears;

(3) In the event of any petition for insolvency, commencement of corporate reorganization procedures or corporate rehabilitation procedures;

(4) In the event of dissolution, liquidation or transfer of whole or significant part of business to a third party;

(5) For the Client, in the event that other similar events to paragraphs (1) to (4) of this clause under the laws of the country(ies) or area(s) in which the Client is incorporated incur;

(6) When there is a reasonable ground that the financial position of the other party has deteriorated or likely to be deteriorated; or

(7) In any other case where a serious violation against the Contract is deemed to have occurred.

3. Notwithstanding clause 26, ABEJA shall not be in any way liable for any damages incurred to the Client due to ABEJA not providing the Service for any of the reason referred to in the preceding clause.
8 (Discontinuance of the Service)
In the event of any of the following items, ABEJA may discontinue to provide all or a part of the Service:

(1) When ABEJA notifies the Client about the discontinuance six (6) months before the intended date of discontinuance;

(2) When ABEJA is unable to provide the Service due to force majeure as set out in clause 28; or

(3) When there is any suspension of supply including discontinuing manufacturing or sales of licenses of software that have not been developed by ABEJA or hardware that have not been manufactured by ABEJA, or support for such software or hardware has ended.

9 (Service Levels)
1. ABEJA will provide a primary response for inquiries about how to use the Service on web application of the Service or by email, within the scope of Service Fee.
2. Notwithstanding clause 26, ABEJA shall not be in any way liable for any damage incurred to the Client due to any addition or change of the contents of the Service, or interruption, suspension, discontinuance or termination of the Service. The same shall apply to cases where data processing speed on the internet has been deteriorated or where system trouble has caused by heavy traffic or other unexpected reasons.
3. ABEJA will not, upon providing the Service, guarantee any levels or qualities of the Service in terms of data processing speed or data quality.
4. ABEJA shall not be in any way liable for any incident caused by functional limit of the Client’s device, the Client not updating ABEJA’s application program, or security incident such as unauthorized access or hacking that are unavoidable even though ABEJA has implemented preventive measures to the reasonable extent.
10 (Obligations of the Client)
1. The Client shall appropriately manage and use its own log-in information and API connect information under its own responsibilities and must not disclose or have any third parties to use them.
2. If the Client violates above clause and causes any damage to ABEJA, ABEJA may claim compensation from the Client for such damage.
3. Even where the log-in information and API connect information of the Client have been used by any third party other than the Client, ABEJA will deem that such information has been used by the Client, and thus shall have no liability for the damage caused to the Client.
4. ABEJA may lock the Client’s account to avoid log-in to the Service without notification to the Client, to prevent any improper use of the Service.
11 (Handling of Network Communications)
1. Network security for the Service has been enhanced with SSL cryptographic technology. However, the Client fully understands and agrees that emails and other electronic data transmitted and/or received by the Client by using the Service may go through networks and devices that ABEJA has nothing to do with; and recognizes that, in certain instances, there are possibilities that the Client may not be able to use the Service properly or that the Service is used by unintended third party; and uses the Service under the understanding that the Service does not guarantee uninterrupted connections.
2. Notwithstanding clause 26, ABEJA shall not be in any way liable for any damages incurred to the Client due to any usage of the Service outside of the environments or conditions specified by ABEJA.
12 (Saving of Data)
1. All data provided to ABEJA by the Client for the Service will be stored and accumulated at an external server for the Service to which ABEJA outsources such functions (“Server for the Service”).
2. The Client warrants that it has an authority to use and have ABEJA use the data pursuant to the Terms and that its use of data will not violate any laws and regulations.
3. For the data and information acquired by using the Service and the data and the like acquired by using the Service that are stored and accumulated at Server for the Service, the Client shall be responsible for taking protective measures such as backups. ABEJA may backup the data and the like relating to the Service for the sake of protection against system failure of the Service, however, ABEJA shall not be obliged to restore or take other actions for such backup data and the like of the Service for the Client.
4. In the event that all or part of the Client’s data relating to the Service that have been saved to the Server for the Service has been lost or damaged by any reason attributable to ABEJA, the Client may request ABEJA to recover the relevant data to the extent reasonably possible. Provided, however, that ABEJA shall not be in any way liable for the recovery, even if all or part of the relevant data may not have been recovered after ABEJA had conducted data recovery. ABEJA will conduct data recovery stated in this clause only when the client notifies ABEJA in writing within 30 days after the Client has become aware of the loss or damage of the data.
5. Upon expiry or termination of the Contract for whatever the reason, ABEJA may delete all data of the Client remaining at the Server without notifying the Client. The Client shall be deemed to have agreed on deleting all data of the Client remaining at the Server at the expiry or termination of the Contract.
13 (Procedures upon System Failures)
1. When the Client has discovered any malfunction or failure (the "Failure") with respect to the Service, the Client shall promptly contact ABEJA thereof. ABEJA will maintain and monitor communication networks, servers, and software with the due care of a prudent manager to ensure normal operation of the Service, and promptly notify the Client if any Failure occurs.
2. Upon occurrence of the Failure with regard to the Service, the Client shall follow instructions by ABEJA as to the necessary works and cooperate with ABEJA for the works to identify the cause of the failure and recover the system.
14 (Temporary Suspension of the Service)
1. If the Client commits any acts set forth in each of the followings, ABEJA may, without any prior notice or any responsibility on its part, suspend the use of the Service by the Client who committed such act:

(1) which violates or is deemed by ABEJA to be likely to violate any provision of the Terms;

(2) which affects or is deemed by ABEJA to be likely to affect the provision of the Service due to considerable load to or failure of the Service since there has been or is like to be the use in excess of the monthly usage limit; or

(3) any other acts which ABEJA deems inappropriate.

2. ABEJA may suspend the Service without prior notification to the Client for the following reasons:

(1) For the maintenance of system necessary to provide the Service, maintenance or electric work necessity for telecommunication facilities, or the occurrence of unavoidable Failure;

(2) When it is difficult or judged to be difficult for ABEJA to provide the Service at normal state due to the excessive load or System Failure;

(3) When ABEJA is aware of the possibility that the Client or other third parties may suffer from substantial damage by continuing the Service, due to data alteration, hacking or the like with respect to the Service;

(4) When the provision of the Service has become difficult due to suspension of telecommunication service provided by telecommunication carriers or telecommunication organizations domestic and abroad, distribution of electricity provided by electric power companies, or provision of other public services.

15 (Responsibilities for the Protection and Handling of Personal Information)
1. ABEJA shall be provided, based on entrustment from the Client, with the personal information that is included in the data and others disclosed by the Client to ABEJA (provided, however, that the user information set forth in clause 16, paragraph 1 will be excluded; such personal information shall be herein referred to as “Personal Data”. In the Terms, personal information shall mean the personal information defined by the Law Concerning Protection of Personal Information of Japan (Law No.57, enforced in 2003, the "Personal Information Protection Law")) in accordance with ABEJA’s privacy policy set forth on its website [ ]. When the Client discloses Personal Data by uploading it to the Service or the like, the Client is deemed to have entrusted the handling of Personal Data to ABEJA for using the Service.
2. When the Client entrusts the handling of Personal Data to ABEJA, the Client shall warrant that it has followed the procedure prescribed in the laws and regulations including the Personal Information Protection Law.
3. ABEJA will not at any time disclose or leak Personal Data entrusted by the Client to any third party, regardless of the effective period of the Contract.
4. In order to prevent leakage, loss or damage, or to protect the security of Personal Data entrusted by the Client, ABEJA will assign a protection officer and take necessary and appropriate measures.
5. ABEJA will not use, process, copy, or reproduce Personal Data entrusted by the Client beyond the meaning of such entrustment.
6. In the event of any incident involving leakage, loss, damage, or the like of Personal Data entrusted by the Client, ABEJA will promptly report the fact to the Client, investigate the cause and take necessary measures to prevent expansion of the incident.
7. Where any Personal Data is included in data and others provided to ABEJA by the Client for the Service, the Client shall proactively handle such data and others as a personal information processor defined in the Personal Information Protection Law, and the Client and ABEJA shall mutually confirm that ABEJA is merely entrusted by the Client to handle such data and others within the scope of providing the Service under clause 4 hereof.
16 (Use of Information)
1. Notwithstanding the provisions of the preceding clause, ABEJA may use the user information (which means the information provided to ABEJA by the Client through Application Sheet and Others as stated in clause 1, paragraph 3, and the information relating to the Client and was provided by ABEJA, such as user name or log-in password) to improve quality of and to provide guidance to the Client with respect to the service which ABEJA provides or intends to provide, including the Service.
2. With respect to the provision of user information, the Client shall warrant that it has followed the procedure prescribed in the laws and regulations including the Personal Information Protection Law.
3. ABEJA may analyse the situation of the usage of the Service by the Client for statistical purpose and disclose such statistical results to the public. ABEJA will ensure that any information on each Client and any Personal Information shall not be identified from the disclosed results.
4. ABEJA may acquire information on the use of the Service from the Client or request the Client to provide feedback on the Service. The Client agrees that ABEJA may utilise the usage information or contents of the feedback for free of charge, and that ABEJA may continue to use them even after the expiration or termination of the Contract by the Client. Provided, however, that the usage information or contents of the feedback will only be used for the management, promotion, improvement and development of new services.
17 (Disclosure as Reference Cases)
The Client gives consent that ABEJA discloses and/or introduces the name of the Client as a user company of the Service under each of the following situations and that the Client licenses ABEJA to use its logos and trademarks and the like with a prior notification to the Client for the purpose of such disclosure and introduction.

(1) Sales materials

(2) Booths at exhibitions

(3) Seminars

(4) ABEJA’s website

(5) Interviews with media

18 (Confidentiality)
1. The confidential information in the Terms ("Confidential Information") shall mean the useful technical or sales information which is disclosed from one party to the other party in relation to the Contract and falls under one of the followings:

(1) any document, diagram, or other relevant materials disclosed in tangible form, that is clearly stated that it is confidential; or

(2) any information that is disclosed orally or in intangible form after announcing the confidentiality thereof and followed by a written notice which clearly states that the information is confidential within thirty (30) days after the disclosure.

2. Notwithstanding the provisions of the preceding paragraph, any information that falls under any one of the followings shall not be included in Confidential Information:

(1) information that is already public domain, or has become public domain for reasons not attributable to oneself;

(2) information that is already known by the other party;

(3) information that is acquired from a third party without any obligation of confidentiality; or

(4) information that is developed or obtained independently without relying on Confidential Information.

3. The Client and ABEJA shall handle Confidential Information provided by the other party strict confidentiality and shall not disclose or leak thereof to any third party without written consent from the other party. The contents of the Terms shall be regarded as Confidential Information.
19 (Delinquency Charge)
In the event that the Client fails to satisfy any of its obligation of payment under the Contract, it shall pay ABEJA delinquency charge of 14.6% per annum on the amount payable.
20 (Transfer of Rights and Obligations)
The Client shall not transfer to a third party or have any third party to assume the rights and obligations under the Contract, unless the Client has received prior consent in writing from ABEJA.
21 (Intellectual Property Rights)
1. Any and all intellectual property rights (including but not limited to copyrights and other industrial property rights), and other tangible and intangible property rights for the programs, software, services, procedures, trademarks, and trade names that configure the implementation environment of the Service ("Intellectual Property Rights") shall belong to ABEJA or to third parties that license their rights to ABEJA. ABEJA shall not transfer Intellectual Property Rights to the Client or authorise the Client to use such Intellectual Property Rights beyond the scope defined in the Terms.
2. With respect to the data that was uploaded by the Client and stored in Server for the Service, the Client and ABEJA shall have the rights to use the data, respectively, as set forth below:

(1) the Client may use the data freely; and

(2) ABEJA may use the data only to improve the quality of the service that ABEJA provides or intends to provide, including the Service (the “Purpose”).

3. Intellectual Property Rights of the trained model that the Client has obtained prior to the execution of the Terms and the model that the Client has independently developed by using the Service (excluding the model that ABEJA build in accordance with the entrustment of the Client) belong to the Client. Provided, however, that ABEJA may use Intellectual Property Rights within the scope of the Purpose.
22 (Outsourcing)
ABEJA may at its sole discretion outsource all or part of operations with respect to the provision of the Service to third parties under ABEJA's responsibility.
23 (Prohibitions)
The Client shall not conduct any of the following acts in using the Service:

(1) any act or omission in violation of the Terms;

(2) any act that infringes, or allows to infringe copyrights, trademark rights, patent rights, or other intellectual property rights of ABEJA or any third party;

(3) with respect to all or any part of the Service, any act of copy, alter, edit, delete, integrate with other programs, reverse engineering, disassemble, reverse compile, structure mirror site, and the like;

(4) any act to overload the Service by sending harmful programs like computer virus etc., or to place the Service in a situation where it may receive transmissions from such harmful programs;

(5) any act to use the Service with the purpose where secure connection is necessary;

(6) any act prohibited by laws and other regulations or notices by authorities, or any act that violate public orders;

(7) any act to allow a third party to use the Service without prior consent from ABEJA;

(8) any act that may disturb the operation of the Service;

(9) any act of unauthorised access or act to try unauthorised access to the network of ABEJA, the System, or others;

(10) any act that directly or indirectly gives rise to or facilitate any of the acts set forth in the preceding items; or

24 (Exclusion of Antisocial Forces)
1. The Client and ABEJA represent and warrant that they do not, and will not, belong to any antisocial forces, including organized crime groups, members or associate members of an organized crime group, related companies of organized crime group, corporate extortionists, politically-branded racketeering organizations or crime groups specialized in intellectual crimes.
2. The Client and ABEJA warrant that they shall not, independently or through any third party, make violent demands, make unreasonable demands that go beyond the limits of legal liability, use threatening words or behaviour for business transactions, damage the other party’s trust or interrupt its operation by the use of rumors, fraudulent means or forces, foster activities of or contribute to operations of antisocial forces, share profit with antisocial forces or do any other acts similar to the above.
25 (Damages)
In the event that ABEJA violates the Contract and causes damage to the Client, ABEJA shall be liable to compensate only to the extent of the ordinary and direct damage caused to the Client by such violation, within the amount of the Client’s Service Fee for the past one (1) year up to the date of such act that has been already received by ABEJA.
26 (Severability)
If any part of the provisions of the Terms is deemed illegal or invalid by a court of competent jurisdiction, the remaining part thereof shall remain in effect thereafter.
27 (Disclaimer)
1. ABEJA shall not be in any way liable for loss of profit, indirect damage, punitive damage or other special damage caused to the Client arising from the Client’s usage of the Service.
2. ABEJA shall not be in any way liable for any disputes that may arise between the Client and any third party as a result of using the Service.
3. The Client shall compensate ABEJA for the debt, damage and cost (including attorney’s fees) caused to ABEJA by the Client.
28 (Force Majeure)
ABEJA shall not be in any way liable for any default of its obligations under the Contract caused by force majeure events such as disaster, typhoon, earthquake, power outage, fire, labor dispute, turmoil, epidemic, default by supplier, changes in laws, laws, ordinances, regulations, notices, administrative guidance or other directive from the government or related ministries or local governments, problem of transportation or any other event beyond the reasonable control of ABEJA.
29 (Survival Clause)
Upon expiration or termination of the Contract, whatever the reasons are, clause16 (Responsibilities for the Protection and Handling of Personal Information), clause16 (Use of Information), clause17 (Disclosure as Reference Cases), clause18 (Confidentiality), clause19 (Delinquency Charge), clause20 (Transfer of Rights and Obligations), clause25 (Damages), clause27 (Disclaimer), this clause and clause31 (Governing Law and Court of Jurisdiction) shall continue in effect, as well as those agreement made within the Contract that are defined valid after the term of the Contract.
30 (Consultation)
Any discrepancies arising from the matters not stipulated in the Terms or clauses hereunder shall be consulted between the Client and ABEJA in good faith for amicable solution.
31 (Governing Law and Court of Jurisdiction)
Formation and effect of this Terms shall be governed by and construed in accordance with the laws of Japan. Any disputes arising with regard to the Service shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Established  22 February 2018

Revision History 1 July 2019