{# SPDX-License-Identifier: AGPL-3.0-or-later #} {# SPDX-FileCopyrightText: 2023 JWP Consulting GK #}

Projectify Terms of Use

This Projectify Terms of Use (hereinafter referred to as the "Terms of Use") is a binding agreement between JWP Consulting GK (hereinafter referred to as the "Company") the Organizational Member and/or the User stipulating their rights and obligations with respect to the Organizational Member’s and/or the User’s use of any task and project management services and/or any communication services for business operators called "Projectify" provided by the Company (hereinafter referred to as the "Services").

Article 1 (Definitions)

Unless otherwise defined separately, any term used in this Agreement are defined as follows:

  1. "User" means an officer, employee, member or subcontractor of an Organizational Member who has agreed to the Terms of Use, Etc. and has completed the user registration procedures specified in Article 5 (User Registration).

  2. "Organizational Member" means a corporation, partnership, group or other organization (hereinafter collectively referred to as "Corporation, Etc.") that has agreed to the Terms Use, Etc., completed the Organizational Member registration procedures set forth in Article 6 (Organizational Member Registration) and entered into a Service Usage Agreement with the Company (hereinafter collectively referred to as "Corporation, Etc.").

  3. "Administrator" means a User who has the management authority designated by the Company in the account of an Organizational Member.

  4. "User, Etc." means Users and Organizational Members collectively.

  5. "Website" means the website(s) operated by the Company to provide the Services.

  6. "Contents" means any text, voice, music, image, video, data and any other information.

  7. "Posted Contents" means any Contents posted, transmitted, or uploaded within the Services by any User or Organizational Member.

  8. "Terms of Use, Etc." means the rules or text stipulated by the Company in relation to the Services, regardless of its name, such as the Terms of Use, privacy policy, guidelines, rules, guide and notes, etc.

  9. "Service Usage Agreement" means an agreement for the use of the Services between the Company and a User and/or between the Company and an Organizational Member, which is executed in accordance with Article 5 (User Registration) or Article 6 (Organizational Member Registration), respectively, and which contains the Terms of Use, Etc.

Article 2 (Consent to the Terms of Use, Etc.)

  1. The Terms of Use, Etc. shall apply to all uses and exploitations of the Services by the User, Etc.

  2. The User, Etc. shall use the Services in accordance with the provisions of the Terms of Use, Etc. upon its valid and irrevocable consent to the Terms of Use, Etc.

  3. By using the Services, the User, Etc. shall be deemed to have validly and irrevocably agreed to the Terms of Use, Etc.

  4. If the User is a minor, the User shall use the Services after obtaining the consent of its legal representative(s) such as a person(s) with parental authority (including the consent to the Terms of Use, Etc.).

Article 3 (Modification of the Terms of Use, Etc.)

  1. The Company shall have the rights to modify or change the Terms of Use, Etc. at any time without obtaining any prior consent from the User, Etc. if the Company deems it necessary to do so.

  2. In case of any modification of the Terms of Use, Etc., such modification shall become effective when the Company posts the modified Terms of Use, Etc. on the Website.

Article 4 (Contents of the Services)

  1. The Services include the services that enable task management, project management, data sharing and communication, etc. for business operators. Any details of the Services shall be determined separately by the Company.

  2. The Company shall have the rights, at its discretion, to change, add, discontinue or terminate the Services, in whole or in part, without any prior notice to the User, Etc. and the User, Etc. hereby consent to such changes, additions, discontinuation or termination in advance. In addition, in case of any termination of the Services in its entirety, the Service Usage Agreement between the Company and the User, Etc. shall be deemed to be naturally terminated.

Article 5 (User Registration)

  1. Any person or entity who wishes to become a User shall agree to the Terms of Use, Etc., and shall apply for the User Registration on the Website by entering its e-mail address and other items designated by the Company (hereinafter collectively referred to as the "Registration Items"). If a User wishes to become a User after receiving an invitation from an Organization Member, the User shall connect to the Website via the invitation e-mail.

  2. The User shall provide truthful, accurate, and up-to-date information when applying for the User Registration.

  3. If the Company determines that a prospective User falls under or is likely to fall under any of the following cases, the Company may, at its discretion, reject or withhold the User's application for the User Registration, and the Company shall have the rights not to notify or disclose to such a User, Etc. any reason for refusing or withholding the application for the User Registration:

    1. In case of the User’s violation of laws, ordinances, public order and moral or the Terms of Use, or in case there is a high possibility of such violation in the future;

    2. In case of the User’s providing to the Company all or part of the Registration Items containing any false information;

    3. In case the Company has refused, withheld, or canceled the User’s User Registration for the Services in the past; or,

    4. In any other case where the Company deems its User Registration as being inappropriate.

  4. If the Company approves a User Registration, the Company will notify the User of such approval by e-mail or other means. When such notification is sent, the User Registration is completed, and a Service Usage Agreement shall be deemed as established between the Company and the User.

Article 6 (Organizational Member Registration)

  1. A Corporation, Etc. that wishes to become an Organizational Member may apply for the Organizational Member through a User who has the necessary authority to enter into the Service Usage Agreement at the Corporation, Etc., by entering the Registration Items on the Website after agreeing to the Terms of Use, Etc.

  2. The application for the Organizational Member registration shall be made by the Corporation, Etc. itself (the User itself who has the authority necessary to execute the Service Usage Agreement at the Corporation, Etc. in question) that wishes to become an Organizational Member, and unless otherwise approved by the Company, no application for an Organizational Member registration by a representative shall be made.

  3. A Corporation, Etc. applying for the Organizational Member shall provide true, accurate and up-to-date information when applying for the Organizational Member.

  4. The Company may, at its own discretion, reject or withhold an Organizational Member application if the Company determines that the Corporation, Etc. applying for the Organizational Member falls under, or is likely to fall under, any of the following cases, and the Company shall have the rights not to notify or disclose to such a Corporation, Etc. any reason for refusing or withholding the application for the Organizational Member registration:

    1. In case of any violation of laws, ordinances, public order and morals, or the Terms of Use, Etc. or in case there is a high possibility of such violation in the future;

    2. In case of the Corporation, Etc.’s providing to the Company all or part of the Registration Items containing any false information;

    3. In case the Company has refused, withheld, or canceled the Corporation, Etc.’s Organizational Member registration for the Services in the past; and,

    4. In any other case where the Company deems its registration as an Organizational Member as being inappropriate.

  5. If the Company approves the Organizational Member registration, the Company will notify the Corporation, Etc. applying for the Organizational Member of such approval by e-mail or other means. When such notification is sent, the Organizational Member registration is completed and a Service Usage Agreement shall be deemed as established between the Company and the Organizational Member.

  6. If the Organizational Member registration is approved, the User who applied for said registration becomes the Administrator of said Organizational Member.

Article 7 (Change of Registration Items)

  1. In case of any change in the Registration Items, the User, Etc. shall notify the Company of the changed Registration Items without delay in a manner designated by the Company, and shall submit any materials requested by the Company.

  2. If the User, Etc. does not follow the procedures for changing the Registration Items as described in the preceding paragraph of Article 7.1, the Company shall have the right to perform any various processes based on the Registration Items before the change, and the Company shall not be liable for any disadvantages or Damages, Etc. incurred by the User, Etc. as a result of such changes.

Article 8 (Management of Account, Etc.)

  1. In case the Company approves the registration of a User, Etc., the Company will provide such User, Etc. with an account for the use of the Services and any other information designated by the Company regarding the account (hereinafter referred to as "Account, Etc."). In addition, if permitted by the Company, the User may log in by using the single sign-on function designated by the Company or by using an account for services designated by the Company and provided by any third parties.

  2. The User, Etc. shall manage its Account, Etc. at its own risk, and the Company shall not be liable for any damage to the User, Etc. due to any leakage or error, etc. in use of such Account, Etc.

  3. When a User logs in with the corresponding and matched combination of e-mail address and password, etc., it shall be deemed as the use by the User of that e-mail address.

  4. The User, Etc. shall not lend, transfer, change the name of, or pledge its Account, Etc. to any third party.

  5. A User shall not have multiple user Accounts. In addition, multiple Users shall not jointly hold one or more user Accounts.

  6. An Organizational Member may have multiple Organizational Member Accounts; provided, however, that, multiple Organizational Members shall not jointly hold one or more Organizational Member Accounts.

Article 9 (Cancellation of Registration)

If a User, Etc. wishes to cancel its registration on the Services, the User, Etc. shall submit a request in the manner designated by the Company. Upon the Company’s acceptance of such application and cancellation of registration, the Service Usage Agreement between the relevant User, Etc. and the Company shall be terminated.

Article 10 (Restriction of Use, Cancellation of Registration, Etc.)

  1. If the Company determines that an User, Etc. falls under any of the following or is likely to fall under any of the followings, the Company may, at its discretion, restrict any and all use of the Services and/or cancel the User, Etc.’s registration, without any prior notice, and the Company shall have the rights not to notify or disclose the circumstances or reasons for such measures to the relevant User, Etc.;

    1. In case a User, Etc. violates all or part of Article 14 (Prohibited Matters);

    2. In case a User, Etc. violates all or any of the Service Usage Agreement, in addition to the preceding item;

    3. In case of an Organizational Member, if the Administrator of such Organizational Member or a User associated with such Organizational Member violates the Terms of Use, Etc. or the Service Usage Agreement.

    4. If the credit standing of the User, Etc. deteriorates.

    5. In any other case in which the Company deems it inappropriate to maintain the registration of the User, Etc.

  2. Notwithstanding the preceding paragraph of Article 10.1, if any Posted Contents contains any expressions or actions that fall under or may fall under any of the items of Article 14 (Prohibited Matters) or any other content that the Company deems inappropriate, the Company shall have the rights to suspend any distribution, publication or any other use of all or part of such Posted Contents, to delete such Posted Contents or to take any other action deemed necessary by the Company.

  3. In case the Company cancels the registration of a User, Etc. pursuant to Paragraph 1 of this Article 10, the Service Usage Agreement between the Company and said User, Etc. shall be deemed as terminated.

  4. In case a User, Etc. falls under any of the items of Article 10.1, the User, Etc. shall forfeit its benefit of term with respect to any and all monetary obligations without any notice or demand from the Company, and the User, Etc. shall be obligated to immediately repay any and all monetary obligations owed to this Company.

  5. In no event shall the Company be liable for any Damages, Etc. incurred by the User, Etc. as a result of the actions described in Article 10.1 or 10.2.

Article 11 (Permission, Etc. for Posted Contents)

  1. The User, Etc. hereby grants to the Company the free-of-charge, non-exclusive, sublicenseable and transferable rights and licenses to reproduce, publicly transmit (including making transmittable, referred to as "deliver" in the Terms of Use, Etc.), screen, distribute, transfer, lend, translate, adapt or otherwise use all or part of the Posted Contents of the User, Etc. throughout the universe in any manner (including any new form of use to be developed in the future) for any period of time (in perpetuity) in any media and for any number of uses.

  2. The User, Etc. hereby agrees not to exercise or enforce or cause any third party to exercise or enforce against the Company or any third party designated by the Company any and all moral rights of authors, performer’s moral rights, portrait rights and/or any other personal rights (hereinafter simply referred to as "moral rights") with respect to the Posted Contents of the User, Etc.

Article 12 (Representations and Warranties, Etc.)

  1. The User, Etc. hereby represents and warrants to the Company as follows:

    1. That the User, Etc. has the authority and power necessary to enter into and perform the Service Usage Agreement, and that there are no legal or factual obstacles to the performance of the Service Usage Agreement.

    2. That the Posted Contents of the User, Etc. do not infringe any copyrights, portrait rights, or any other rights of any third party.

    3. That all necessary rights clearances have been completed for the Posted Contents of the User, Etc. for the purpose of the preceding article.

    4. That no additional rights clearances or payments of any usage fees by the Company shall be required with respect to any use of the Posted Contents of the User, Etc., and that no other economic burden shall be incurred by the Company with respect to such use.

    5. That no objection, claim, or any other demand, etc. (hereinafter referred to as "Demand, Etc.") is made by any third party with respect to the Posted Contents of the User, Etc., and that no Demand, Etc. by any third party will be made in the future against the Company or any third party designated by the Company.

  2. if the User, Etc. violates all or part of the representations and warranties in the preceding paragraph of Article 12.1, the User, Etc. (including, if the violator being an Administrator or User, the Organization Member associated with the Administrator and the Organization Member associated with the User) shall resolve the matter at their own responsibilities and expenses, and shall indemnify and hold harmless the Company from and against any and all damages, losses, and expenses incurred by the Company arising out of or in connection with such violation (including reasonable attorneys' fees. Hereinafter collectively referred to “Damages, Etc.”).

Article 13 (Fees)

The Organizational Member shall pay to the Company the fees designated by the Company in accordance with the applicable plan and in the manner designated by the Company.

Article 14 (Prohibited Matters)

The User, Etc. shall not engage in any of the following acts, whether intentionally or negligently, or any act that may lead to any of the followings:

  1. Any act that violates laws and regulations, ordinances, public order and morals, or the Terms of Use, Etc., or any act that gives advance notice of such violations;

  2. Any act that affirms, encourages or facilitates criminal acts or acts in violation of laws and regulations;

  3. Any obscene expression (including any expression related to pornography or child pornography. The expression is not limited to that in videos, photographs, etc., but also includes any drawings, paintings, text, voice, gestures, etc., and the same shall apply hereinafter), or any act that encourages such obscene expressions;

  4. Any domestic violence (DV), child abuse, animal abuse, suicide, self-injury, or any other harmful, grotesque, cruel, or violent acts, or any act that encourages such acts;

  5. Any act for the purpose of meeting or dating any person of the opposite sex, etc.;

  6. Any expression that includes or promotes drug abuse;

  7. Any expression that includes or promotes any discrimination based on race, nationality, creed, gender, social status, family origin, etc.;

  8. Any harassment, slander, libel, defamation, defamation of reputation, discredit, or discomfort to the Company, any User, Etc. or any third party, or any act that encourages such acts;

  9. Any act that infringes on the rights or interests of the Company, any User, Etc. or any third party, or any act that encourages such acts;

  10. Any sales, advertising, publicity, solicitation, or any other commercial activities (except those approved by the Company);

  11. Any transmission of computer viruses or other malicious programs, or any act that destroys or interferes with the functions of the Company's servers or network;

  12. Any act of impersonating the Company (including its officers, employees and business partners) or any third party;

  13. Any act of collecting or disclosing any personal information; or,

  14. Any other act that the Company deems inappropriate, such as interfering with the operation of the Services.

Article 15 (Prohibition of Assignment, Etc.)

  1. The User, Etc. shall not assign, transfer, succeed, grant a security interest in or otherwise dispose of, all or part of their position in the Service Usage Agreement or their rights and obligations under the Service Usage Agreement to any third party, except as otherwise permitted by the Company.

  2. In case the Company transfers any business related to the Services to any third party, the Company may transfer the position under the Service Usage Agreement, any rights and obligations under the Service Usage Agreement and any Registration Items and any other information of the User, Etc. to the transferee of such business transfer in connection with such transfer, and the User, Etc. hereby agrees in advance in this paragraph to such transfer. The business transfer stipulated in this paragraph shall include not only ordinary business transfers, but also corporate divestitures and any other cases in which a business is transferred.

Article 16 (Non-warranty, Disclaimer, Etc.)

  1. The Company hereby makes no warranty of any kind regarding the Services or the Website, including, but not limited to, the completeness, usefulness, accuracy, security, reliability, or freedom from errors or bugs.

  2. The Company shall not be liable for any effect of the User, Etc.’s use of the Services or the Website.

  3. Even in the event of any direct or indirect Damages, Etc. incurred by the User, Etc. due to any use of the Services, any default by the Company of its obligations under the Terms of Use, Etc., or any tort (including, but not limited to, any case where the Posted Contents are disclosed, provided or made public to any third party), the Company shall not be liable for any loss or damage incurred by the User, Etc.; provided, however, that, if the Service Usage Agreement constitutes a consumer contract under the Consumer Contract Act, the above-mentioned paragraph of this Article 16.3 shall not apply and the following paragraph of Article 16.4 shall apply.

  4. In case of the proviso of the preceding paragraph of Article 16.3, in no event shall the Company be liable for Damages, Etc. arising out of special circumstances within any Damages, Etc. incurred by the User, Etc. and caused by any default or tort attributable to the negligence (excluding gross negligence) of the Company. In addition, any indemnification for Damages, Etc. incurred by the User, Etc. due to any default or tort caused by the Company's negligence (excluding gross negligence) shall be limited to 100,000 yen.

Article 17 (Intellectual Property Rights, Etc.)

  1. Any and all copyrights and trademark rights (including the rights to obtain registration) and any other intellectual property rights related to the Services and the Website shall belong to and be vested in the Company or any third party to which the Company has granted permission for their use.

  2. The execution of the Service Usage Agreement shall not be construed as any transfer or license of copyrights, trademark rights, know-how, or any other rights related to the Services and the Website from the Company to the User, Etc., except that the User, Etc. may use the Services in accordance with the Terms of Use, Etc.

  3. Any and all copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patent rights (including the rights to obtain a patent), trademark rights, utility model rights, and design rights (including the rights to obtain registration of such rights) and all other rights in and to any opinions, know-how, ideas, or any other feedback provided by User, Etc. to the Company regarding the Website or the Services (hereinafter collectively referred to as "Feedback, Etc.") shall be deemed as transferred to the Company free of charge simultaneously upon the timing of their arising.

  4. The User, Etc. shall not exercise or enforce any of its moral rights against the Company or any third party designated by the Company with respect to Feedback, Etc.

Article 18 (Suspension of the Services, Etc.)

  1. In case of any of the followings, the Company may, at its discretion, suspend or discontinue the Services, in whole or in part, without any prior notice to the User, Etc.;

    1. In case of periodic or emergency maintenance and inspection of the system related to the Services;

    2. In case of it becoming difficult to provide the Services due to natural disasters such as earthquakes and lightning strikes, fire, power outages, or sabotage by any third party;

    3. In case of an abnormality, failure, or malfunction of facilities, or any other reason that prevents the provision of the Services to the User, Etc.; or,

    4. In any other case where the Company deems it necessary to suspend or discontinue the Services.

  2. The Company shall not be liable for any disadvantage, Damages, Etc. incurred by the User, Etc. due to the suspension or interruption of the Services.

Article 19 (Exclusion of Anti-Social Forces, Etc.)

  1. The User, Etc. hereby represents and warrants to the Company that the User, Etc. does not fall under any of the followings and will not fall under any of the followings in the future:

    1. That the User, Etc. (including its directors, officers, employees, and members if the User, Etc. is a Corporation, Etc.) itself is any of the followings:

      1. Bouryokudan (Article 2, Item 2 of the Law Concerning Prevention of Unjust Acts by Bouryokudan Members (Law No. 77 of 1991)), a Bouryokudan member (Article 2, Item 6 of the Law Concerning Prevention of Unjust Acts by Bouryokudan Members), any person who has not been a Boryokudan member for five years since it ceased to be such a member, a Boryokudan-related company, organization or their related person, a corporate extortionist, or any person equivalent thereto (hereinafter individually or collectively referred to as "Boryokudan-in, Etc.").

      2. Any organization or any persons belonging to such an organization or any person having any transaction with such a person that may encourage to engage in any violent act, etc. collectively or habitually.

    2. That the User, Etc. is recognized as being under the control of a Boryokudan-in, Etc.

    3. That the User, Etc. is recognized as using any Boryokudan-in, Etc. for the purpose of taking advantage of the power of Boryokudan-in, Etc. and/or making unjust profits on property or having Boryokudan-in, Etc. engaged for the purpose of taking advantage of the power of Boryokudan-in, Etc.

    4. That the User, Etc. is recognized that it itself is involved in providing funds, benefits, or unfair preferential treatment to Bouryokudan-in, Etc.

    5. That the performance of the Service Usage Agreement encourages the activities of Boryokudan-in, Etc. or contributes to the operation of Boryokudan-in, Etc.

  2. In case the User, Etc. falls under any of the followings, the Company shall have the rights to immediately cancel the registration of the User, Etc. without any notice or demand:

    1. When the User, Etc. has violated the preceding paragraph of Article 19.1; or,

    2. When the User, Etc. commits any of the following acts by itself or through any third party;

      1. Any violent demanding behavior toward the Company or any third party;

      2. Any unreasonable demands beyond any legal responsibility toward the Company or any third party;

      3. Any threatening statements or violent acts against the Company or any third party;

      4. Any interfering with the Company's business by spreading false rumors or using deceptive means or force, etc.; or,

      5. Any other acts similar to any of the preceding items.

  3. In case of cancellation of registration of the User, Etc. by the Company pursuant to the preceding paragraph of Article 19.2, the Service Usage Agreement between the Company and said User, Etc. shall be deemed as terminated.

  4. In case of termination under the preceding paragraph of Article 19.3, the Company shall not be liable for any Damages, Etc. incurred by the User, Etc., and the User, Etc. shall be liable to indemnify the Company for any Damages, Etc. incurred by the Company as a result of the termination under the preceding paragraph of Article 19.3.

Article 20 (Handling of Personal Information)

The User, Etc. hereby agrees with and consents to any privacy policy designated by the Company.

Article 21 (Liability)

In case the Company incurs any Damages, Etc, attributable to or in connection with the User, Etc.’s violation of the Terms of Use, Etc. or the User, Etc.’s wrongful or illegal act, the User, Etc. shall be liable to indemnify the Company for any and all such Damages, Etc.

Article 22 (Remaining Terms)

Even after the Service Usage Agreement between the Company and the User, Etc. is terminated for any reason, such as cancellation or termination, Article 7.2 (Change of Registration Items), Article 8.2, 8.5 and 8.6 (Management of Accounts, Etc.), Article 10.4 and 10.5 (Restriction of Use, Cancellation of Registration, Etc.), Article 11 (Permission, Etc. for Posted Contents), Article 12 (Representations and Warranties, Etc.), Article 15 (Prohibition of Assignment, Etc.), Article 16 (Non-warranty, Disclaimer, Etc.), Article 17 (Intellectual Property Rights, Etc.), Article 18.2 (Suspension of the Services, Etc.), Article 19.4 (Exclusion of Antisocial Forces, Etc.), Article 20 (Handling of Personal Information), Article 21 (Liability), this Article 22, Article 23 (Codification), Article 24 (Governing Law), Article 25 (Agreed Jurisdiction), and Article 26 (Matters to be Discussed), as well as any monetary claim arising out of the Service Usage Agreement shall remain in full force and effect.

Article 23 (Codification)

The original version of the Terms of Use, Etc. shall be in Japanese language, and in case any difference in interpretation between the Japanese version of the Terms of Use, Etc. and any other language version of the Terms of Use, Etc., the Japanese version shall prevail.

Article 24 (Governing Law)

The Terms of Use, Etc. and the Service Usage Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 25 (Agreed Jurisdiction)

The Tokyo District Court of Japan shall have exclusive jurisdiction in the first instance over any and all disputes related to the Terms of Use, Etc. and the Service Usage Agreement.

Article 26 (Matters to be Discussed)

In case any question arises concerning any matter not stipulated in the Terms of Use, Etc. or any interpretation of any provision of the Terms of Use, Etc., the Company will resolve such question through consultation with the User, Etc. in accordance with the principle of good faith and belief.

Supplementary Provisions

Enacted on December 20, 2023

JWP Consulting GK