JamRoll Terms of Use

 

This Terms of Use Agreement is a legal agreement between Empath, Inc. (hereinafter referred to as the "Company") provides JamRoll (hereinafter referred to as the "Service"). (hereinafter referred to as the "Company"). Users shall use the Service by agreeing to the following terms and conditions, as well as the Privacy Policy separately stipulated.

Article 1 (Definition of Terms)

In these Terms of Use, the following terms shall have the following meanings

a. "Service Agreement" means the contract for the provision of the Service between the Company and a customer based on these Terms of Service.
b. "Applicant" means an individual, corporation, institution, etc. applying for the provision of the Service to the Company.
c. "Customer" means an individual, corporation, institution, etc., who enters into this Service Agreement with the Company and receives the Services.
d. "User" means an individual who is a customer, a person who belongs to a corporation, institution, etc. which is a Customer, or a person who belongs to a subcontractor of a Customer who uses the Service.
e. "Online conference service" means a service provided by a third party other than the Company that enables online conferences.
f. "Third Party User "means a person who uses Online Conference Service together with a User but who is not a User.

Article 2 (Application of these TERMS OF USE)

1. The Company shall provide the Services in accordance with the terms and conditions of this TERMS OF USE, and the Customer shall use the Services under the terms and conditions set forth in this TERMS OF USE and by the Company.

2. Details of the Service shall be described on the pages related to the Service on the Company's website. The contents of such pages shall constitute a part of this TERMS OF USE.

 

Article 3 (Modification of this TERMS OF USE)

1. The Company may modify these Terms of Use at its discretion. The terms and conditions of provision of the Service after the TERMS OF USE have been modified shall be governed by the modified TERMS OF USE.

2. If the Company changes the TERMS OF USE, it will notify the user of the date of the change and the content of the changed TERMS OF USE with a notice period of at least 14 days via the Company's website, e-mail, or any other medium operated by the Company. However, if the Company determines that the change is minor and will not be detrimental to the customer, no notice shall be given.

3. Notwithstanding the provisions of Article 18 (Cancellation) and Article 19 (Termination, etc.), if the customer does not agree to the revised TERMS OF USE, the customer may notify the Company during the notice period in the preceding paragraph. The TERMS OF USE may be terminated by the customer.

Article 4 (Formation of this Agreement for Use)

1. An applicant shall apply for use of the Service by submitting an application form and an order form for use of the Service after accepting the contents of these Terms of Use. This Service Agreement shall come into effect when the Company accepts the application.

2. The Company may refuse to accept a Customer's application if the Company determines that the application falls under any of the following conditions

a. When there is a falsehood or omission in the application form
b. If the applicant has delayed payment of the Service fee in the past, or has attempted to evade payment fraudulently.
c. If the applicant does not exist
d. The purpose of use of the Service is different from the original purpose of evaluation, research, analysis, or other purposes.
e. The applicant or its representatives, officers, employees, or those with substantial management authority are antisocial forces (as defined in Article 30). If the applicant or any of its representatives, officers, employees, or those with effective management authority falls under or is likely to fall under any of the following
f. Other cases in which the Company deems it inappropriate

3. If the Company does not accept the application for this Service Agreement in accordance with the preceding paragraph, the Company shall notify the applicant to that effect. In no event shall the Company be liable for failure to accept the application or for any other cause. 

Article 5 (Obligation to Notify Changes in Registered Information)

1. The customer warrants that all registration information (including matters stated in the application and order form, hereinafter collectively referred to as "Registration Information") provided to the Company upon application for the Services is accurate.

2. The Customer shall notify the Company of any change in the Registration Information by e-mail, fax, or other means.

3. The Company shall deem that the Registration Information is always registered with the latest contents, and the Company's notice shall be deemed to have reached the Customer even if the notice from the Company did not reach the customer properly due to the Customer's failure to make the change.

Article 6 (Restrictions on Use, etc.)

1. The Customer may use the Service only for the Customer's own business purposes, and may not use the Service for any other purpose (including commercial purposes such as providing services to a third party, whether for compensation or free of charge).

2. The Customer may use the Service only for the User, and shall not allow any other third party Terms of Uses the Service.

3. The Customer shall make known the terms and conditions set forth in this TERMS OF USE Terms of Users who are allowed Terms of Uses the Service based on the preceding paragraph, and shall make them comply with such terms and conditions.

4. The Company recommends that,prior Terms of Uses of the Service, the Customer inform Third Party Users that meetings, etc. between the User and Third Party Users may be recorded through use of the Service, that the User's speech rate in meetings, etc. may be calculated, and the like.

Article 7 (User Registration, etc.)

1. User IDs shall be assigned by the Customer in accordance with the method and terms of use determined by the Company.

2. The Customer may add user IDs to the maximum number of user IDs by the method specified by the Company, and if the Company accepts the request, the Customer may add additional user IDs.The same shall apply hereinafter. The Customer shall pay for the Service based on the number of user IDs after the addition, etc.

3. The Customer shall have the user register information necessary for use of the Service, such as name,e-mail address, and password.

4. Even if a user cannot use the Service due to errors in the information registered by the user, the Customer shall not be exempted from the obligation to pay the Service usage fee to the Company.

5. The Customer shall strictly manage authentication information (email address and password of each user registered by the user) for use of the Service, and shall not disclose or provide such information to any third party.

6. The Company shall not be liable for any loss or damage incurred by a Customer as a result of a user's authentication information being used by a third party, except in the case of willful misconduct or gross negligence on our part. The Company may deem that all acts of use of the Service performed after authentication information has been entered belong to the Customer.

Article 8 (Person Responsible for Administration)

1. The Customer shall designate a person responsible for the management of the use of the Service on the Service Settings screen, and shall communicate with the Company through said person responsible for the management of the use of the Service.

2. The Customer shall change the person in charge of management on the setting screen of the Service in the event of a change in the person in charge of management.

3. The Customer shall have the Administrative Manager manage and supervise compliance with the Terms of Service, and shall be responsible as the customer for the Administrative Manager's declaration of intent, notification, and all other actions.

Article 9 (Handling of Personal Information)

If personal information as defined in the Act on the Protection of Personal Information (Act No. 57 of 2003, hereinafter referred to as the "Act") is included in the recorded data, the Company shall manage such personal information in accordance with the Privacy Policy and other laws, guidelines, etc. concerning the protection of personal information separately established by the Company.

Article 10 (Usage Fees for the Service)

The fee for using the Service shall be asset forth in a separate quotation issued by the Company.

Article 11 (Method of Payment of Usage Fees)

1. In consideration of the use of the Service, the Customer shall pay the usage fee and related consumption tax(including local consumption tax) as set forth in the quotation and purchase order issued by the Company on the date specified by the Company (hereinafter referred to as the "Payment Due Date"). Bank transfer fees and other expenses necessary for payment shall be borne by the customer.

2. Even if the Customer stops using the Service during the term of validity of this Service Agreement, the Company shall not be obligated to reduce or refund the Service fee to the customer. However, this shall not apply in the event of intentional or gross negligence on the part of the Company.

3. In the event that the Customer delays payment of the Service usage fees, etc., the Customer shall pay to the Company an amount calculated at an interest rate of 14.6% per annum for the number of days from the day following the due date of payment of said obligation to the day prior to the payment date as a late payment penalty.

4. In the event that the Customer resides or is located outside of Japan and is therefore subject to taxation by the Company under the laws and regulations, etc. of such place or otherwise incurs a tax burden different from that under Japanese laws and regulations,etc., such tax burden shall be borne by the customer.

Article 12 (Prohibited Matters)

In using the Service, the Customer shall not engage in any of the following acts

a. Acts that violate or may violate laws and regulations (including acts that infringe on the Company's ora third party's copyrights, trademarks, patents, utility model rights, design rights or other intellectual property rights, know-how, honor rights, privacy rights, etc.)
b. Acts that offend public order and morals
c. Acts that interfere or may interfere with the use of other customers
d. Acts of unauthorized access to hardware or software comprising the Service, cracking, or other acts that interfere with facilities, etc.
e. Acts that obstruct or may obstruct the provision of this service
f. Analyzing, analyzing, reverse engineering or otherwise attempting to obtain the source code of software comprising the Service
g. Viewing, altering, or falsifying data of other customers, or any action that may lead to such an action.
h. Acts that damage the reputation or credibility of this service
i. Use of the Service for any purpose other than the Customer's own business use (including use for the purpose of developing the same or similar services to the Service)
j. Using or attempting to obtain another user ID

Article 13 (Handling of Information Obtained through the Service)

1. The Company shall manage the registration information of customers obtained through the Service and there corded data obtained by the recording function of the Service as strictly confidential with the duty of care of a good manager, and shall not use such information for any purpose other than providing the Service, and shall not disclose or leak such information to any third party. In addition, the Customer shall not use the use of the Service, including the user interface of theService, the results of the speech recognition provided by the Service, or any information disclosed by the Company to the customer in relation to the Service with the designation of treating it as confidential (hereinafter collectively referred to as "Confidential Information", including registration information and recorded data).

2. Notwithstanding the provisions of the preceding paragraph, information falling under any of the following items shall not be included in Confidential Information.

a. Information that was already in its possession when it was disclosed or provided by the other party
b. Information that was already public knowledge before being disclosed or provided by the other party
c. Information that became public knowledge through no fault of its own after being disclosed or provided by the other party
d. Information obtained from a duly authorized third party without any obligation of confidentiality
e. Statistical data specified in the following paragraph

3. Notwithstanding the provisions of Paragraph 1, the Company shall prepare statistical data of information obtained from customers and users through the Service in a format that does not identify or specify customers or users, and shall use such data for the purpose of analyzing and publicizing the validity, reliability, and trends of the Service. The Company may use this information.

4. Notwithstanding the provisions of Paragraph 1, the Company may use the recorded data recorded by the Service to improve voice recognition technology, etc.

Article 14 (Disclosure of Cases of Use)

1. Unless otherwise requested by the Customer, the Company may disclose the name of the Customer as the company introducing the Service. In this case, the customer grants permission to the Company Terms of Use the logo of the name free of charge.

2. With the prior consent of the Customer,the Company may use cases, etc., in which the Customer has used the Service to introduce the Service to third parties.

Article 15 (Modification of the Service)

The Customer understands and acknowledges that the Company may, at its discretion, add or change any part of the Service for the purpose of adding or improving the functionality of the Service, and that such addition or change does not guarantee that all the functions and performance of the Service prior to the change will be maintained.

Article 16 (Service Level)

The Company shall respond to inquiries from customers during the hours of 10:00 a.m. to 6:00 p.m. on weekdays, excluding Saturdays, Sundays, national holidays, and year-end and New Year holidays (December 28 through January 4).

Article 17 (Term of Use)

1. The term of use of the Service shall be the contract period stated in the application form or quotation.

2. If neither the Customer nor the Company gives notice of non-renewal of the agreement at least 30 days prior to the expiration of the agreement period, the terms of use shall be extended for another year, and the same shall apply thereafter.

Article 18 (Termination)

The Customer may not terminate this Service Agreement during the term of use of the Service (for the avoidance of doubt,the Customer may not terminate this Service Agreement during the term of use of the Service if the Customer has difficulty using the Service due to individual User causes such as failure of the User's terminal, computer, system or communication line related to the Service, or any other cause). However, even during the term of use of the Service, a Customer may terminate the contract before the end of the month in which the customer wishes to terminate the use of the Service, provided that the customer notifies the Company of the customer's desire to terminate the contract by the end of the previous month,and pays as a penalty an amount equivalent to the usage fee up to the month of termination and the remaining period during which the Customer will not use the Service.

Article 19 (Termination of Contract,etc.)

1. The other party may immediately terminate all or part of this Service Agreement without any notice if the Company or the customer falls under any of the following items.

a. If the other party violates these Terms of Use and does not correct the violation within 14 days despite having given notice to the other party
b. If there is a suspicion of violation of laws, court judgments, decisions or orders, or legally binding administrative measures
c. If the business license is cancelled or suspended by the regulatory authorities
d. If you become insolvent or unable to pay your bills or checks, or if your bills or checks are dishonored.
e. If a third party files a petition for seizure, provisional seizure, provisional disposition or auction,or receives a disposition for delinquent payment of taxes and public dues.
f. If the Company receives a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings, or files such a petition on its own behalf.
g. When it is recognized that a material change in assets or credit status has occurred and there is a risk that performance of obligations under this Service Agreement may become difficult.
h. Other reasons similar to those in the preceding items arise.

2. The Company may suspend the Service or terminate this Service Agreement without prior notice to the customer if the Company determines that the customer falls under any of the following grounds

a. When a user has been suspended from using the Service or had the Usage Contract terminated in the past due toa violation of these Terms of Use, etc.
b. When the Company otherwise deems it difficult to continue the Terms of Use

Article 20 (Compensation for Damages)

1. The Customer and the Company may claim compensation for damages caused by the intentional or negligent acts or omissions of the other party.

2. In the event that the Company incurs damages to the Customer with respect to the Service for reasons attributable to the Company, except in the case of willful misconduct or gross negligence on the part of the Company, the maximum amount of damages shall be the total usage fees for the Service actually paid by the Company if the term of this Service Agreement is less than one year (including the case where the contract is renewed for a period exceeding one year), and if the term of the contract exceeds one year, the maximum amount of damages shall be twelve months of the usage fees for the Service (the most recent 12 months for which the Company has actually received payment).

3. In the event of a dispute with a third party caused by the Customer, the Customer shall report to the Company as soon as possible and settle the dispute at the Customer's responsibility and expense. In addition, the Customer shall pay all damages and expenses(including attorney's fees for dealing with the third party) incurred by the Company as a result of the dispute with the third party.

Article 21 (Interruption of Provision of the Service)

1. The Company may temporarily suspend the Service periodically or as necessary for maintenance of the equipment for the Service.

2. The Company shall notify Customers in advance of any maintenance described in the preceding paragraph.

3. Notwithstanding the provisions of the preceding paragraph, the Company may temporarily suspend the Service or interrupt the Service without prior notice to Customers in the event of any of the following events. However, even in this case, the Company shall notify the customer promptly after the fact.

a. In the event of emergency maintenance of the facilities for the Service, etc.
b. When provision of the Service is temporarily interrupted due to fire, power failure, etc.
c. In case of temporary unavailability of the Service due to natural disasters such as earthquake,eruption, flood, tsunami, fire, etc.
d. (When the Service is temporarily unavailable due to war, riot, disturbance, labor disputes, etc.
e. When the Service is temporarily unavailable due to a natural disaster such as an earthquake, eruption, flood,tsunami, fire, etc.
f. In any other cases where the Company deems it necessary to temporarily suspend the Service for operational or technical reasons.

4. The Company shall not be liable for any disadvantage or damage incurred by the Customer as a result of the temporary suspension of the Service made in accordance with the preceding paragraph.

Article 22 (Discontinuation of theService)

1. The Company may discontinue all or part of the Service at any time.

2. In the event of discontinuance of all or part of the Service, the Company shall notify the customer at least three months prior to discontinuance.

3. Even if the Company is unable to give at least three months' notice in the event of discontinuance of the Service due to unforeseeable circumstances beyond the Company's control, or dueto the enactment, amendment, or abolition of laws, regulations, or rules,natural disasters, or other unavoidable reasons, the Company shall give the Customer as much notice as possible as soon as possible.

4. When notice is given in accordance with the procedures set forth in this Article, the Company shall not be liable for any damage, loss, or lost profits incurred by the Customer as a result of the Company's decision to discontinue the Service.

Article 23 (Disclaimer)

1. The Company shall provide the Services on an "AS IS" and "AS AVAILABLE" basis. The Company makes no warranty of any kind, including but not limited to accuracy,precision, fitness for a particular purpose, commercial usefulness,completeness, or continuity of the Services.

2. The Company shall not be liable for any damage, loss, or lost profits incurred in connection with the customer's business partners or other third parties.

3. The Customer understands that this service is essentially a service via the Internet communication network with inherent risks of information loss, alteration, destruction, etc. The Customer shall preserve necessary information at its own risk, and shall not be liable for any damage incurred by the customer due to loss, alteration, destruction,etc. of information. The Company shall not be liable for restoration,compensation for damages, or any other liability.

Article 24 (Disposition after Termination of this Service Agreement)

1. In the event of termination of this Service Agreement for any reason, the Customer shall immediately terminate use of the Service and may not use the Service thereafter.

2. Upon termination of the Terms of Use, the Company will delete registered information and recorded data recorded by the Service.

3. Notwithstanding the termination of this Service Agreement, the Company may use the recorded data recorded by the Service for improving voice recognition technology, etc., without erasing the recorded data.

4. Notwithstanding the provisions of the preceding paragraph, if the Customer wishes to erase the recorded data as described in the preceding paragraph, the Company shall erase said recorded data.

5. Even if the Customer suffers damages as a result of the erasure of data pursuant to this Article, the Company shall not be obligated to compensate the Customer for such damages.

Article 25 (Provisions for Survival after Termination of this Service Agreement)

Even after the termination of this Terms of Use Agreement, the User shall not be liable for any loss or damage arising out of the use of the Software, including, but not limited to, Article 7 (UserRegistration, etc.) Paragraph 4, Article 11 (Method of Payment of Usage Fees)Paragraph 3, Article 1. Article 20 (Compensation for Damages), Article 21 (Suspension of Provision of the Service) Paragraph 2, Article 22 (Provision of the Service) Paragraph 2, Article 23 (Handling of Information Obtained through the Service), Article 24 (Handling of Information Obtained through the Service) Paragraph 3 (Handling of Information Obtained through the Service)  Article 25, Article 26 (Intellectual Property Rights), Article 27 (Prohibition of Transfer), Article 30 (Exclusion of Anti-Social Forces), Paragraph 3 Article 31 (Severability), Article 32 (Force Majeure), Article 33 (Governing Law) and Article 34 (Jurisdiction) shall remain in effect as long as the subject matter exists.

Article 26 (Non-Compete Obligation)

1. The Customer agrees not to develop services similar to the Service by itself or to allow its affiliated companies, etc. to develop services similar to the Service using confidential information of the Company during the term of validity of this Service Agreement.

2. The customer shall have the same obligation to the user as in the preceding paragraph.

Article 27 (Intellectual Property Rights)

All ownership, intellectual property rights (including copyrights, patent rights, utility model rights, design rights,trademark rights, the right to obtain or apply for registration, etc. of such rights, and other know-how and technical information, etc.), and other rights to the tangible and intangible components of the Service shall belong to the Company or third parties authorized by the Company.

Article 28 (Prohibition of Transfer)

Customer shall not assign or succeed its position under this Service Agreement to a third party, or assign or succeedits rights or obligations under this Service Agreement to a third party, or offer as security any rights or obligations under this Service Agreement to a third party, without the prior written consent of the Company.

Article 29 (Entrustment)

With respect to the development,maintenance, and other operations of the Service, the Company shall, without obtaining the prior consent of the Customer, perform some or all of the operations at its own responsibility to a third party (hereinafter referred toas the "Subcontractor"). In such a case, the Company shall have the Subcontractor assume the same obligations as those assumed by the Company under these Terms of Use, and the Company shall be liable to the Customer for any breach of such obligations by the Subcontractor.

Article 30 (Exclusion of Antisocial Forces)

1. The Company and the Customer shall ensure that neither they nor their representatives, officers, employees,or those with substantial management authority shall, past, present, or in the future, fall under the category of antisocial forces (Boryokudan, Boryokudan members, those who have not been bouryokudan members for 5 years,quasi-organized crime syndicate members, companies related to crime syndicates,or other similar persons) and shall not engage in violent acts, fraudulent or threatening acts, acts of business obstruction, and any other acts in violation of laws or regulations or the threat of such acts.

2. In the event that the other party violates the provisions of the preceding paragraph, either the Company or the customer may terminate this Service Agreement without any notice.

3. In the event this Service Agreement is terminated pursuant to the preceding paragraph, the terminated party may not make any claim against the terminating party for damages arising from the termination. However, this shall not preclude the terminated party from making a claim for damages against the terminated party.

Article 31 (Severability)

If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid in part, the remaining provisions shall remain in full force and effect.

Article 32 (Force Majeure)

If the performance of the Service is prevented by a natural disaster, the enactment, amendment, or repeal of laws,regulations, or other force majeure, the Company shall not be liable for any damages incurred by the Customer as a result of such force majeure,notwithstanding any other provisions of this Service Agreement or otherwise.

Article 33 (Governing Law)

This User Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 34 (Jurisdiction)

The Tokyo District Court shall have exclusive jurisdiction in the first instance over any litigation relating to the Service and this User Agreement.

Article 35 (Consultation)

If any question arises concerning the interpretation of these Terms of Use, or if any matter arises that is not stipulated in these Terms of Use, the parties shall endeavor in good faith to resolve the matter through consultation.

Adopted March 1, 2022

Empath Inc.