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Terms of use

These Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the users of the Service (as defined in Article 2) provided by BoostIO, inc (hereinafter referred to as the “Company”) as well as the rights and obligations of the Company and such users with respect to the use of Boost Note. All persons intending to use the Service are required to review the entire text of the Terms before agreeing to the Terms.

Article 1 Scope of Application

1.1 The Terms define the rights and obligations of the Company and the Registered Users (as defined in Article 2), and apply to any relationship between the Company and the Registered Users with respect to use of the Service.

1.2 Rules and regulations concerning the Service posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.

Article 2 Definitions

For the purposes of the Terms, the following terms shall have the meanings ascribed to them below:

(1) “Intellectual Property Rights” means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the right to acquire such rights or to file an application for the registration of such rights.

(2) “Website” means the website operated by the Company with the domain name “boostnote.io” or ”boostio.co”, including the website following any changes to the domain name or contents thereof for any reasons.

(3) “Applicant” has the meaning given to it in Article 3.

(4) “Registration Information” has the meaning given to it in Article 3.

(5) “Registered User” means a natural or legal person who is registered as a user of the Service in accordance with the provisions of Article 3.

(6) “Service” means the service of note application named Boost Note provided by the Company including, any services following any changes to the name or content thereof for any reasons.

(7) “Service Agreement” has the meaning given to it in Article 3.4.

(8) “Third Party SNS Services” means social networking services provided by third parties, such as GitHub, that have functions of user identification, disclosure of personal relationships, public posting of contents within the network of such services, or the like and that are used in relation to the Service.

(9) “Third Party SNS Provider” means an entity that provides Third Party SNS Services.

(10) “Third Party SNS Terms of Use” means the terms that apply to the legal relationship between the Registered User and the Third Party SNS Provider.

Article 3 Registration

3.1 Any person that intends to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in the manner specified by the Company.

3.2 The application for registration must be made by the natural or legal person that will use the Service and applications by proxy will not be accepted. For each application for registration, the Applicant shall provide true, correct and current information to the Company.

3.3 The Company may reject an application for registration if:

(1) the Company determines that the Applicant is likely to violate the Terms;

(2) the Registration Information submitted to the Company contains, in whole or part, false or erroneous statements or omissions;

(3) a previous registration of the Applicant for the use of the Service was cancelled;

(4) the Applicant is a minor (miseinensha), an adult ward (seinen-hi-koukennin) , a person under curatorship (hi-hosanin) or a person under assistance (hi-hojonin) and has not obtained the necessary consent of its respective legal representative, guardian, curator or assistant;

(5) the Company determines that the Applicant is an Antisocial Force (which means collectively organized crime groups (boryokudan), organized crime group members, quasi organized crime group members, organized crime group-associated companies, corporate extortionists (sokaiya), rogue persons proclaiming themselves as social activists (shakai undo to hyobo goro), organized special intellectual crime groups (tokushu chino boryoku shudan) and other groups or individuals seeking economic benefit by conducting or using violence, force or fraud), or the Company determines that the Applicant is associated with or involved with any Antisocial Force in any manner such as cooperating or engaging in the maintenance, operation or management of any Antisocial Force through funding or any other method; or

(6) the Company otherwise determines that acceptance of the application for registration would be inappropriate.

3.4 The acceptance or rejection of applications for registration shall be determined by the Company in accordance with criteria established by the Company, including, without limitation, the items of Article 3.3. The registration of an Applicant as a Registered User shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted. The completion of the registration constitutes the execution of the agreement (the “Service Agreement”) between the Registered User and the Company with respect to the use of the Service in accordance with the Terms

3.5 In the event of any change in its Registration Information, the Registered User shall promptly notify the Company of the updated information in accordance with the procedure specified by the Company and submit to the Company the materials as required by the Company.

Article 4 Use of the Service

During the effective term of the Service Agreement, the Registered User shall be entitled to use the Service in accordance with the Terms and in such manner as specified by the Company.

Article 5 Fee

5.1 The Registered User shall pay to the Company the fee for the Service specified below (hereinafter referred to as the “Fee”).

Fee: The fee set forth in the pricing page of the Website.

Payment date: The Registered User shall pay the Fee for each month by the end of the month.

5.2 The Registered User shall pay to the Company the Fee and the amount of consumption tax (including local consumption tax) to be impressed thereon to the Company by the payment date specified in Article 5.1 in accordance with the method specified by the Company. The costs for the wire transfer and any other expenses concerning the payment shall be borne by the Registered User.

5.3 In the event that the Registered User fails to pay the Fee, the use of the Service by the Registered User shall be suspended.

Article 6 Management of User ID and Password

6.1 The Registered User shall be fully responsible for the security and safekeeping of its user ID and password (the “Account Information”). The Registered User shall not cause or permit any third party to use the Account Information, and shall not loan, assign, change the registered name of, transfer, sell or otherwise dispose of the Account Information.

6.2 The Registered User shall be responsible and liable for any damage incurred as a result of inadequate management, wrong or improper use or use by a third party of the Account Information, or other similar events. In no event shall the Company be responsible or liable for such damage.

6.3 If the Registered User finds that its Account Information has been stolen or is used by a third party, the Registered User shall immediately notify the Company of such fact and follow the instructions provided by the Company.

Article 7 Prohibited Activities

7.1 The Registered User shall be prohibited from engaging in any of the following acts with respect to use of the Service:

(1) performing any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Registered Users, the Third Party SNS Providers or other third parties (including, without limitation, any act which causes such infringement directly or indirectly);

(2) performing an act associated with a criminal act, or an act against public order and good morals;

(3) transmitting information which is indecent or harmful to minors;

(4) transmitting information relating to relationships with people of the opposite sex;

(5) performing any act which violates any law or regulation, or the internal rules of the entity of which the Company or the Registered User is a member;

(6) transmiting information containing computer viruses or other harmful computer programs;

(7) changing or modifying with information available in the Service;

(8) transmitting through the Service a volume of data which is larger than the size of data specified by the Company;

(9) performing any act which is likely to interfere with the operation of the Service by the Company; or

(10) performing any other acts determined by the Company to be inappropriate.

7.2 In cases where the Company determines that an act involving transmission of information conducted by the Registered User falls or is likely to fall under any of the items listed in Article 7.1, the Company may delete all or part of such information without any prior notice to the Registered User. The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company pursuant to this Article 7.2.

Article 8 Discontinuation or Suspension of the Service

8.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the Service without prior notice to the Registered User:

(1) when the Company conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the Service;

(2) when a computer or telecommunications network ceases to operate or function as a result of an accident;

(3) when the Service becomes inoperable due to fire, power failure, natural disaster, or any other cause of force majeure;

(4) when trouble, discontinuation or suspension of service, discontinuation of association with the Service, changes of specifications, etc. occur with respect to the Third Party SNS Services;

(5) when updating the Service; or

(6) when for any other reason the Company determines that discontinuation or suspension is necessary.

8.2 The Company may, in its discretion, terminate the Service. In such case, the Company shall give prior notice to the Registered User.

8.3 The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with this Article 8.

Article 9 Preparation of Equipment

9.1 The Registered User shall, at its own cost and responsibility, prepare and maintain computers, software and other devices and communication lines and other equipment and services relating to network that are necessary to enable it to use the Service.

9.2 The Registered User shall, at its own cost and responsibility, prepare and maintain security systems suitable for its settings and conditions for use of the Service to avoid attacks by computer viruses, unauthorized access, information leakage, etc.

9.3 The Company is under no obligation to retain messages or other information transmitted by or to the Registered User through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Company may delete such information at any time at its discretion. The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any such deletion.

9.4 If the Registered User, at the commencement of or during the use of the Service, installs software or programs from the Website onto its computers by way of downloading or other means, the Registered User shall exercise due care in order to prevent any loss or alteration of information held by it, or any fault or damage to its equipment. The Company shall in no event be responsible or liable for any such loss or damage incurred by the Registered User.

Article 10 Ownership and Intellectual Property Rights

10.1 All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its licensors, and the use of the Service permitted through the registration under the Terms shall not be construed as assigning, or granting any license with respect to, any Intellectual Property Rights relating to the Website or the Service held by the Company or its licensors. The Registered User shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.

10.2 The Registered Users shall grant to the Company a non-exclusive, sublicensable and royalty-free license to copy, reproduce, modify or otherwise use, without any restriction, the texts, graphics, videos and other data uploaded to or transmitted via the Website or the Service by the Registered User.

Article 11 Cancellation of Registration

11.1 The Company may temporarily suspend use by the Registered User of the Service or deregister the Registered User without any prior notice if:

(1) the Registered User violates any provision of the Terms;

(2) the Registration Information is found to contain false information;

(3) the Registered User uses or attempts to use the Service for such purposes or in such a manner that may cause damage to the Company, other Registered Users, the Third Party SNS Providers or other third parties;

(4) any Third Party SNS Service or its association with the Service is made unavailable to the Registered User by the Third Party SNS Provider due to violation by the Registered User of the Third Party SNS Terms of Use or other reasons;

(5) the Registered User interferes with the operation of the Service by any means;

(6) payment by the Registered User is suspended, or the Registered User becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar proceedings is made with respect to the Registered User;

(7) the Registered User dishonors any note or check issued or accepted by it;

(8) a petition is filed against the Registered User for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;

(9) the Registered User becomes subject to the procedures for tax delinquency;

(10) the Registered User dies or is subject to an order for the commencement of guardianship, curatorship or assistance;

(11) the Registered User falls under any of the items listed in Article 3.3; or

(12) the Company determines for any reason that the continuation of the registration of the Registered User would be inappropriate.

11.2 In cases where the Registered User falls under any of items listed in Article 11.1, any and all monetary debt of the Registered User to the Company shall become forthwith due and payable and the Registered User shall immediately settle such monetary debt.

11.3 The Registered User may cancel the Registered User’s registration as a Registered User by sending notice to the Company with the procedures specified by the Company.

11.4 The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with the provisions of this Article 11.

11.5 In the event of the cancellation of the registration pursuant to this Article 11, the Registered User shall return, destroy or otherwise dispose of the software, manuals or any other materials supplied by the Company in connection with the Service, in accordance with the instructions provided by the Company.

Article 12 Disclaimer and Limitation of Liability

12.1 The Service is provided “as is”, and the Company makes no warranty of any kind, including, without limitation, warranty of fitness for particular purpose, merchantability, completeness or consistency, with respect to the Service.

12.2 The Company does not make any warranty which is not expressly provided for in the Terms even in cases where the Registered User has acquired from the Company, directly or indirectly, any information concerning the Service, the Website, other Registered Users or any other matter.

12.3 Although the Service may be associated with the Third Party SNS Services, the Company makes no warranty regarding such associations. The Company shall not be responsible or liable even where such association is not available.

12.4 In cases where the Service is associated with the Third Party SNS Services, the Registered User shall comply with the Third Party SNS Terms of Use at its own cost and responsibility. In no event shall the Company be responsible or liable for disputes, etc. which arise between the Registered User and the Third Party SNS Providers.

12.5 The Registered User shall investigate at its own cost and responsibility to determine whether or not its use of the Service will violate any law or regulation applicable to the Registered User or the internal rules of the entity of which the Registered User is a member, and the Company makes no warranty that the use of the Service by the Registered User will comply with the laws and regulations applicable to the Registered User and the internal rules of the entity of which the Registered User is a member.

12.6 The Registered User shall, at its full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service or the Website which arise between the Registered User and other Registered Users, the Third Party SNS Providers or other third parties. In no event shall the Company be responsible or liable for such matters.

12.7 In no event shall the Company be responsible or liable for any suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any message or information of the Registered User, cancellation of the registration of the Registered User, loss of data or failure of or damage to equipment through use of the Service, or any other damage incurred by the Registered User in connection with the Service.

12.8 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.

12.9 In no event shall the Company be responsible or liable for the damage incurred by the Registered User in connection with the Service. Even if the Company is responsible or liable for the damage, regardless of this Article 12 or other provisions exempting the Company’s liabilities, by the application of the Consumer Contract Law of Japan or other reasons, the responsibility and liability of the Company for such damage shall be limited to the total amount that the Company actually receives from the Registered User during the 6 months preceding the date on which the cause of such damage occurs.

Article 13 Indemnification by the User

13.1 The Registered User shall indemnify and hold harmless the Company from and against any damage incurred by the Company resulting from any breach by the Registered User of any provision of the Terms or in relation to use by the Registered User of the Service.

13.2 The Registered User shall immediately notify the Company of any claim against the Registered User brought by other Registered Users, any Third Party SNS Providers or other third parties in connection with the Service or of any dispute arising between the Registered User and any of the other Registered Users or other third parties, and shall settle such claim or dispute at its own cost and responsibility and, upon the Company’s request, report the processes and results of the settlement to the Company .

13.3 In cases where a claim is brought against the Company by other Registered Users, the Third Party SNS Providers or other third parties for infringement of rights or for any other reason with respect to the use of the Service by the Registered User, the Registered User shall compensate the Company for any amounts that the Company is required to pay to such other Registered Users, the Third Party SNS Providers or other third parties as a result of such claim.

Article 14 Confidentiality

14.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company which may be provided or disclosed by the Company to, or comes to the knowledge of, the Registered User in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Registered User at the time when the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (2) which becomes publicly known through publication or otherwise without fault of the Registered User after the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (3) which the Registered User has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Registered User has developed independently of the Confidential Information, or (5) which is confirmed by the Company in writing to be excluded from the obligation of confidentiality.

14.2 The Registered User shall use the Confidential Information solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information to any third party without the Company’s prior written consent.

14.3 Notwithstanding Article 14.2, the Registered User may disclose the Confidential Information when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Company by the Registered User.

14.4 The Registered User shall first obtain the prior written consent of the Company if it intends to reproduce any document or magnetic storage media containing the Confidential Information, and shall keep the reproductions under strict control in the same manner as provided for in Article 14.2.

14.5 At any time upon request by the Company, the Registered User shall promptly return to the Company or destroy the Confidential Information and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Company.

Article 15 Effective Term

The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered User, and remain in force and effect between the Company and the Registered User until the earlier of the termination of the registration or the cessation of the provision of the Service.

Article 16 Amendment and Changes to Terms, etc.

16.1 The Company reserves the right to make amendments or changes to the contents of the Service without restriction.

16.2 The Company reserves the right to make amendments or changes to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article 16). In the event of any amendment or change to the Terms, the Company shall notify the Registered User to that effect. If the Registered User uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment and change made to the Terms.

Article 17 Notice

Any inquiries with respect to the Service or other communications or notices from the Registered Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.

Article 18 Assignment of Terms

18.1 The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of its status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.

18.2 In cases where the Company assigns the business related to the provision of the Service to a third party by any means, such as through a business transfer or company split, the Company may, as a part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance.

Article 19 Entire Agreement

The Terms constitute the entire agreement between the Company and the Registered User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered User with respect to the matters contained herein.

Article 20 Severability

If any provision of the Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.

Article 21 Survival of Provisions

The provisions of Articles 5 (to the extent that the Fee is unpaid), 6.2, 7.2, 8.3, 9, 10, 11.2, 11.4, 11.5, 12 through 14, and 18 through 22 shall survive the expiration or termination of the Terms and remain in full force and effect.

Article 22 Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan without regard to conflict of laws principles. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 23 Resolution Through Discussion

Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered User.

[Enacted on November 18th, 2019]