This agreement between Bengo4.com, Inc. (hereinafter the “Company”) and the corporations, organizations, associations, and individuals (hereinafter collectively the “Customer(s)”) who use the CloudSign service (optional and ancillary services)(the same shall apply hereinafter) that it offers (hereinafter the “Service”) defines the terms of use for the Service.

Agreement to These Terms.

1. Customers shall use the Service in accordance with these terms of use.
2. By using the Service, Customers are providing their legal and irrevocable consent to these terms.
3. Consent by a legal representative is required for minors to use the Service.
4. If any guidelines or specific usage agreements regarding the Service are established separately from these terms (those agreements hereinafter the “Separate Agreements”), Customers shall use the Service in accordance with both of these terms of use and those Separate Agreements. If a provision in a Separate Agreement differs from what is stated in these terms, that provision will take precedence over these terms.
5. If a Customer uses a service offered by the Company under a similar name (for example, “CloudSign XX Version”), he or she shall agree the terms of use for that service separately.

Modifying these Terms.​ ​

1. The Company may modify the content of the Terms of Use if deemed necessary by the Company.
2. If the Company modifies these Terms, it shall promptly notify Customers of those changes, which will take effect starting on the date specified in the notification. However, if a Customer's consent is required by law, the Company shall obtain this consent by any method that the Company deems appropriate. By using the Service on or after the date specified in the notification, unless the modified terms contradict the law, Customers are providing their consent to the modified terms.

Notifications.

1. When notifying Customers about information related to the Service, the Company will do so using methods that it deems appropriate, such as posting notices on the Service, sending emails, or sending written notices to the email or physical addresses registered to the Service by the Customers.
2. Notifications sent to the email address registered to the Service by a Customer will be considered delivered even if an error occurs during transmission; in such cases, the Company may cease sending further emails to that address. The Company is not responsible for any damages that a Customer incurs due to a failure to receive email or the suspension of email transmission.

The Service.

1. Our goal is to have customers using our Service upload contracts (hereafter referred to as “Contents”) and upon having customers agree to this, provide evidence that between customers, they were able to come to a conclusion with their Contents. Customers who agree to using our Services should confirm their identity themselves as either the individual in question who wishes to use this Service or as the person with legal authority to decide to use this Service as proof is not necessary to be provided. With our Service, our Company has prepared functions that help people with legal authority make agreements such as through workflow functions.
2. The Company grants to Customers the nonexclusive right to use the Service under the conditions described in these terms of use. Even if certain words such as “Purchase” or “Sale” appear on one of the Service’s displays, the Company is only granting the right to use the Service and is not transferring any intellectual property rights or other rights related to the Service to the Customer.
3. Customers shall not use the Service in any way that exceeds its designed form of use, including actions related to duplication, translation, adaptation, transmission, reproduction, modification, sale, distribution, licensing, public transmission (including making it transmittable), lending, transferring, or leasing.
4. The Company may restrict a Customer’s usage of the Service if it determines that the individual is or might be using the Service in a way that violates laws, ordinances, or these terms of use, or if it deems that such restriction is necessary for its business operations.

Registered Information.

1. If information must be registered to use the Service, Customers shall provide information that is truthful, accurate, and complete.
2. If a change occurs to any information provided by a Customer, that individual shall promptly submit notice of the change via the procedure established by the Service. The Company is not responsible for any damages incurred due to a failure to update registered information.

ID, Password, and Email Address.

1. The Customer shall be responsible for the proper management of their email addresses, IDs, and passwords (hereinafter collectively referred to as “IDs, etc.”) and shall not manage such IDs and passwords (including email address IDs, passwords, and other setting information. This applies below as well.) in such a way as to be known to a third party. The Company shall bare no responsibility for any damages incurred by a Customer due to neglect of this obligation.
2. Customers shall set the password so as to be difficult to guess by any third party, and thereafter are obliged to change the password as necessary. The Company shall bear no responsibility for any damages incurred by Customers due to neglect of these obligations.
3. Customers bear full responsibility for properly using and managing their IDs, etc. The Company is not responsible for any damages that a Customer incurs due to inadequate management, improper use, or usage by a third party.
4. Customers shall not loan, transfer, or sell their IDs, etc., offer them as collateral, or otherwise allow a third party to use them unless that party is authorized by the Company.
5. If the Company suspects that a Customer’s IDs, etc. are being used in an unauthorized manner, such as if there are more than a certain number of failed login attempts, it may suspend the usage of that ID and password at its own discretion. In such cases, the Customer may use the procedure established by the Company to request that the suspension be lifted. The Company is not responsible for any damages that a Customer incurs if they are unable to use the Service because the Company took such measures.

Usage of Information.

1. Customers grant the Company as well as any cooperating third parties the license to reproduce Content uploaded to the Service as well as data created using the Service, for the purposes of Web hosting, storage, and backup. This includes their consent to copyright usage. Except for items which the Customer licenses to the Company, the Company does not make any ownership claims toward the Customer’s uploaded Content.
2. These terms do not grant the Company any intellectual property rights or other rights related to the Customer’s Contents, except to the extent that is reasonably necessary to operate the Service.

Correction or Deletion of Information

1. In order for Customers to comply with laws related to special cases concerning the preservation of electronically calculated national tax records, applicable government ordinances, and other laws regarding content that should not be deleted or edited, our Company will not correct or delete any content uploaded by our Customers onto our Service without a justifiable reason, regardless of the content.
2. The Company will not handle any personal information contained in the Contents, except when separately entrusted by a Customer or required by law, and will control access to said information appropriately.

Privacy and Confidentiality

1. The Company respects the privacy of its Customers and appropriately handles their personal information in accordance with the CloudSign Privacy Policy.
2. CloudSign’s business partners and advertisers have separate privacy policies for their websites and other services. The Company bears no responsibility or obligation for those separate terms or activities.
3. The Company and its Customers shall treat confidential information (Service related information disclosed by the other party with the intent of treating said information confidentially and content uploaded by Customers to the Service) in compliance with the duty of care, and shall not provide, disclose, or leak this information to a third party without written or digital consent. However, these obligations will not apply in cases where disclosure is required by law.

Premium Plan.

1. If Customers use Service features that have their own usage terms such as fees and time periods (those features collectively hereinafter the “Premium Plan”), they shall do so in accordance with those separately established terms of use.
2. The initial contract period for the Premium Plan is one year. After this, the contract is automatically renewed annually unless our Company receives a written or electronic notification as set forth by us separately to discontinue the contract. This notification must be received no later than one month prior to the end of the contract period.
3. Even if a Customer begins using the Premium Plan partway through a month, it shall pay the fixed monthly fee in its entirety.
4. Customers shall pay the corresponding usage fees for the duration of their Premium Plan contract periods, regardless of whether or not it is used.
5. A Premium Plan contract is established when the Company receives a Premium Plan application through its specified method, and approves the usage according to the Company’s predetermined methods, after undergoing necessary review and procedures. After a Premium Plan application is submitted, the Company may at its sole discretion conduct a review to ensure that the Customer meets the requirements for using the Service, regardless of whether the Company has already approved that Customer’s application or plans to approve or deny it later. If the results of this review show that one or more of the following clauses applies to the Customer, the Company may deny the application or retroactively revoke the Customer’s usage rights (hereinafter "revocation measures regarding usage rights") (such measures may apply not only to the Premium Plan, but to the entire Service). The Company is not obligated to disclose the results of the review to the Customer. All decisions made by the Company regarding the reviews are final and cannot be appealed by the Customer, including the disclosure or nondisclosure of review results.
   1. if the Customer is in absentia
   2. if no contact information exists for the Customer
   3. If the Premium Plan application is submitted at a time when revocation measures regarding a Customer's usage rights have already been taken or if the Company has previously canceled a contract with the Customer due to breach of agreement
   4. if any of the information listed on the Premium Plan application is falsified
   5. if the Premium Plan application is submitted at a time when the Customer is or has been delinquent on the payment of usage fees for any services offered by the Company
   6. if the Customer is in danger of not fulfilling his or her obligations as described in this agreement
   7. if the Customer engages or may engage in conduct prohibited by this agreement
   8. if the Customer is a minor, adult ward, or subject to a curatorship or limited guardianship and the application process was not conducted by the individual’s guardian, or else consent was not obtained from a legal representative at the time of application
   9. if the Customer is a member of a criminal organization, anti-government organization, or other anti-social organization or is connected to such an individual
   10. if the Company determines that the Customer creates operational or technical problems for the Company’s business
6. The Company may subcontract the handling of Premium Plan applications and review procedures to a third party.

Document Import Feature

If a Customer uses the document import feature, any PDF files uploaded via the document import feature will be deleted from the Service’s server after the contract for the document import feature ends. Deleted PDF files cannot be restored even if a Customer reapplies to use the document import feature.

Termination of the Premium Plan

1. If a Registrant that uses the Premium Plan cancels that plan or terminates the Service, they shall continue paying the usage fees for the duration of the Premium Plan contract period regardless of the reason for the cancellation.
1. If the Customer's IDs, etc. are suspended based on these terms
2. If revocation measures regarding a Customer's usage rights are taken after a Premium Plan is established
3. If the Company deems it appropriate to suspend the use of this Service or to take any other measures (hereinafter referred to as "Corrective Steps").
4. If the Company terminates the contract based on civil law or other laws and ordinances, or in accordance with Paragraph 1 or 2 of Article 13
5. If a Registrant that uses the Premium Plan cancels that plan or terminates the Service
6. If the Company deems it necessary to terminate a Customer's Service for any other reason based on these terms

Cancellation by the Company

1. If the customer meets the following items, our Company will suspend all or part of our Service as well as services connected to our own that is being provided to a customer while reserving the right to cancel the contract with our customer.
   1. if the Customer has violated these terms of use;
   2. if the Customer defaults on a check or promissory note;
   3. if the Customer is subject to garnishment, provisional seizure, injunction, or any other foreclosure or attachment;
   4. Claims involving bankruptcy, civil rehabilitation, corporate reorganisation, or claims for liquidation of assets.
   5. if there have been substantial changes to the Customer’s credit rating for reasons other than those listed in the preceding three clauses;
   6. if the Customer undergoes dissolution or suspends business operations;
   7. if the Customer has been issued warnings, recommendations, or sanctions from governmental authorities regarding its business practices;
   8. if the Customer views, modifies, or destroys data stored on the Company’s computers without permission from the Company, or if the Company deems such action to be likely;
   9. if the Company deems that the Customer’s usage of the Service runs contrary to public order and morality or that they are otherwise unsuitable as a Customer; or
   10. if the Customer has engaged in any of the following conduct either personally or using a third party:
       1. violent demands;
       2. unjust demands that exceed legal obligations;
       3. using violence or menacing behavior during business transactions;
       4. using deceptive plans, one’s influence, or the circulation of rumors to damage the credibility of another party or obstruct its business; or
       5. any other conduct that corresponds to that listed above.
2. Aside from the items above, the Company may cancel its agreement with a Customer based on these terms if it deems that continued usage of the Service by that Customer would be problematic.
3. If the contract of a Customer that uses the Premium Plan is canceled due to one of the provisions in this section, it shall continue paying the fixed monthly fee for the duration of the Premium Plan contract period regardless of the reason for the cancellation.

Modifying, Supplementing, or Discontinuing the Service

1. The act of creating multiple free accounts except for when permission has been given by our Company through writing or electronically.
2. The Company may also terminate or discontinue all or a part of the Service or ancillary services after first notifying the Customers. However, in emergency situations the Company may terminate or discontinue all or a part of the Service without providing any prior notification.

When the Agreement Ends

When the Service usage agreement between the Company and a Customer ends, that Customer loses all rights and privileges related to their account with the Company, regardless of whether or not the agreement ended due to the Customer terminating the Service, the Company canceling the agreement, or the Service itself being discontinued. The Company is not responsible for any damages incurred by the Customer because of this loss. However, Customers may use the method prescribed by the Company to view their Service usage agreements even after they expire, for a length of time that is determined by the Company.

Intellectual Property Rights

All intellectual property rights related to the Service belong solely to the Company and their rightful third-party owners. These terms of use do not transfer any such rights to the Customers, but merely grant them the right to use the Service.

Prohibition on the Assignment of Rights and Obligations

Customers shall not transfer, pass down, or pledge any of the rights or obligations assigned to them by these terms or dispose of them in any other manner without the Company’s prior consent.

Outsourcing

The Company may outsource all or a portion of operations related to the Service to a third party.

Prohibited Conduct

1. Customers shall not engage in any of the following conduct when using the Service:conduct that infringes upon another individual’s copyrights;
   1. conduct that infringes upon another individual’s copyrights;
   2. conduct that violates another individual’s privacy;
   3. conduct that damages the honor or credibility of another individual;
   4. criminal conduct or conduct connected to criminal activities;
   5. conduct that involves providing false information (including the impersonation of another individual);
   6. conduct that hinders management of the Service or damages its credibility;
   7. conduct that wrongfully implies that the Company endorses or supports the Customer or the Customer’s services (including acts such as making the Company the point of contact for mass emails);
   8. conduct that inconveniences the Company or a third party (including acts such as sending mass emails to people who have not given consent or are unlikely to consent);
   9. conduct that that involves distributing malicious software such as computer viruses to the servers used to operate the Service;
   10. The act of illegally using a third party’s ID or password information.
   11. conduct that involves making false statements to the Company
   12. The act of creating multiple free accounts except for when permission has been given by our Company through writing or electronically.
   13. The act of using our Service for a third party or for any purpose beyond personal use. (The act of using this Service (including the Service’s API) for one of the Company’s competitors or allowing access are also naturally included.)
   14. Accessing this Service for the purpose of developing a competitor’s product or service.
   15. The copying, modification, decompilation, disassembling, and reverse engineering of this Service.
2. If a Customer engages in any of the conduct listed in the previous clause, the Company may take Corrective Steps regarding that Customer. The Company may take Corrective Steps at its discretion and is not obligated to disclose its reasons for doing so. Also, the Company is not responsible for any damages that a Customer may incur as a result of Corrective Steps.

Disclaimer

1. Customers are personally responsible for their usage of the Service as well as all conduct and outcomes that arise from that usage. If the Company incurs damages because of a Customer’s use of the Service, that Customer shall pay the Company compensation for those damages (including a reasonable amount of legal fees).
2. When the customer uses our Service to negotiate or communicate, the customer should confirm things beforehand regarding the authority to agree on the matter as well as whether or not the other party holds authority themselves. Although we may provide functions to make it easier to confirm and prove the possession of authority, we do not guarantee whether or not the other party is the actual customer or holds authority themselves.
3. The Company may modify the specifications or other attributes of the Service or any ancillary services without providing the Customers with prior notice.
4. The Company is not responsible for any damages that a Customer incurs because of the modification, suspension, or termination of the Service or any ancillary services.
5. The Company is not responsible for any damages that a Customer incurs because of the modification, suspension, termination, or failure of the Service or any ancillary services.
6. Customers recognize that usage of the Service or an ancillary service may be suspended for a certain amount of time in the following situations and shall not demand compensation from the Company for any damages that result from such suspension:
   1. if inspections, maintenance, or repair are being performed on the servers, software, or other equipment related to the Service or ancillary services;
   2. if computers, communication lines, or other equipment malfunctions; or
   3. for any other unavoidable reason.
7. Customers are responsible for all information that they transmit via the Service. The Company bears no responsibility for the integrity, accuracy, reliability, validity, or safety of that data. The Company also bears no responsibility for any information contained on sites linked to through the Service or for any problems that arise from that information.
8. The Company provides no guarantees regarding the integrity, accuracy, reliability, validity, or safety of any information that a Customer obtains through the Service or any ancillary services. The Company is not obligated to pay restitution for any damages that a Customer incurs because of information it obtained through the Service.
9. The Company is not responsible for compensating Customers for any damages they incur from using the Service or any ancillary services or for any problems that arise between Customers using the Service or any ancillary services.
10. If the Company is obligated to a Customer or third party for reasons other than those listed in the Disclaimer section of these terms of use, the amount of restitution that the Company will pay for that obligation has a maximum limit equal to the amount that the Customer paid the Company when using the Service, regardless of the circumstances. However, this limit does not apply if that obligation was created by malfeasance or gross negligence on behalf of the Company.

Exclusion of Organized Crime

1. By providing and using this Service, both the Company and the Customer affirm that they are neither a part of or in correspondence with criminal organizations, members of such organizations, corporations affiliated with criminal organizations, corporate racketeers, groups engaging in criminal activities under the guise of conducting social campaigns or political activities, crime groups specialized in intellectual crimes or any other anti-social groups (further referred to as “anti-social groups including criminal organizations”) and declare that they are not affiliated with any anti-social groups including criminal organizations, and will not join, correspond with, or become affiliated with such groups in the future.
2. ​ ​If the Company determines that the Customer is part of, in correspondence with, or affiliated with any anti-social groups including criminal organizations, Service usage may be suspended or terminated without prior notification. If the Customer determines that the Company is part of, in correspondence with, or affiliated with any anti-social groups including criminal organizations, they may terminate Service usage without prior notification.
3. If termination occurs for reasons listed in the preceding items, the terminating party will not be held responsible for any damages that the other party incurs (including the obligation to pay usage fees for the remaining contract period after the Customer’s services are terminated).
4. The Company shall bear no obligation or responsibility for damages incurred by the suspension or termination of the Service due to the Customer violating the items in this section.

Governing Law and Court of Jurisdiction

The terms of this agreement are to be interpreted in accordance with Japanese law. If any litigation related to these terms arises, either the First Section of the Tokyo District Court or the Tokyo Summary Court will have exclusive jurisdiction over those proceedings, depending on the lawsuit.

Miscellaneous

Enacted and enforced on 06/08/2015
Revised on 18/11/2015
Revised on 26/01/2017
Revised on 02/10/2017
Revised on 10/11/2017
Revised on 11/01/2018
Revised on 17/07/2018
Revised on 20/12/2018
Revised on 27/06/2019
Revised on 30/03/2020
Revised on 09/02/2021
Revised on 03/06/2021
Revised on 27/09/2021

The agreement was originally drafted in Japanese. If there is a discrepancy in the Japanese version and the English version, the Japanese version shall prevail.