Cocomachi Coding LABO (hereinafter referred to as the “Company”) stipulates the following Terms and Conditions (hereinafter referred to as these “Terms”) for the use of Coding LABO coding as a service (hereinafter referred to as this “Service”).
Article 1 (Objective)
Article 2 (Definitions)
The following are the definitions of words and terms commonly used in these Terms.
- (1) “User” means an individual or corporation that has entered into this Service Use Contract pursuant to the provisions of these Terms.
- (2) “Our Website” means the website “Coding LABO” operated by the Company.
- (3) “Communication Tool” means a tool for sharing information, sending data, and communicating other information about this Service between the Company and the User.
- (4) “Usage Rules” means the rules delivered to the User by the Company (including manuals, guidelines, specifications and other forms of media) concerning the use of this Service as specified on Our Website.
- (5) “Basic information” is information submitted by the User that the Company deems necessary for the provision of service (including but not limited to necessary website design information, such as photos, videos, text etc.)
- (6) “Coding File” means the deliverables resulting from the carrying out of this Service.
- (7) “Publishing” means the task of publishing a Coding File that has been delivered by the method specified in these Terms and releasing it as a website that the User can operate, manage or use.
- (8) “Published File” means the Coding File that is released on the Internet as a result of Publishing.
Article 3 (Application)
- 1. In cases where the Company sets usage rules, the Usage Rules shall constitute a part of these Terms.
- 2. If there is any discrepancy between these Terms and the Usage Rules, these Terms shall apply.
Article 4 (Compliance)
- 1. The User shall use this Service in compliance with the conditions and procedures set forth in these Terms and Usage Rules (collectively referred to as “these Terms, etc.”).
- 2. The Company may change or abolish the contents of these Terms, etc. at its discretion. In such cases, the User shall be informed of change or abolition of these Terms, etc. according to methods deemed appropriate by the Company.
Article 5 (ID / Password)
- 1. With respect to the ID and password of the Communication Tool granted by the Company for the use of this Service, the User shall at their own risk manage and store IDs and passwords without leakage to third parties, they shall not be used by, lent to, ceded to, bought or sold etc. to third parties, nor shall names be changed without the permission of the Company, and the User shall instruct the person in charge to follow these Terms as well.
- 2. When this Service is accessed using the ID and password registered as belonging to the User, the Company shall regard this as legitimate access or usage by the User. The Company does not accept any responsibility in case of ID or password theft, misuse or any other incidents.
- 3. In the event of ID or password theft, or if unauthorized use by a third party is discovered, the User shall immediately notify the Company and follow Company instructions.
Article 6 (Establishment of Contract)
- 1. The Company shall release access authority to the Communication Tool to individuals or corporations (hereafter referred to as the “Applicant”) wishing to apply for this Service Use Contract in advance, thereafter the Applicant shall notify the Company regarding the delivery date, invoice issuance month, payment deadline and other conditions deemed necessary by the Company, through the Communication Tool.
- 2. When the Company receives notification from the Applicant as stated in the preceding paragraph, after consultation with the Applicant, the terms for providing service (hereinafter referred to as the “Terms of Offer”) and cost estimate will be uploaded to the Communication Tool. If the Applicant does not respond to the consultation, no estimate will be uploaded.
- 3. Once the Applicant understands the cost estimates as mentioned in the preceding paragraph and the contents of these Terms, etc., they shall apply to the Company for this Service Use Contract in the manner prescribed.
- 4. When applying in the manner set forth in the preceding paragraph, if the Applicant wishes to cancel their application, they may do so only if the Company has not yet accepted the application as set forth in the following paragraph. However, this does not apply if the Company accepts the cancellation.
- 5. When an application is submitted by the Applicant according to paragraph 3, and this application is accepted by the Company, this Service Use Contract shall be considered established.
Article 7 (Submission of Basic Information)
- 1. The User shall submit the Basic Information according to the time specified by the Company, allowing for the provision of service according to the Terms of Offer, and if the information is not submitted according to the date specified, causing a delay in the provision of service, the Company shall not accept any responsibility for the delay.
- 2. The Company expects that the User shall reply promptly to requests for additional submission or confirmation of information if the Company determines that there is a lack of information or uncertainty in the Basic Information submitted.
- 3. The User shall guarantee that the Basic Information submitted to the Company does not infringe upon the intellectual property rights, privacy rights, portrait rights, or reputation of any third party.
- 4. If there is a change or addition to the Basic Information already submitted, the User shall immediately notify the Company of said changes or additions. In such cases, the Company may request a review of the original Terms of Offer, and fees may be incurred in addition to the amount stated in the estimate written in Article 6, paragraph 2.
Article 8 (This Service)
Excepting Terms of Offer specified separately by the Company, this Service will be provided according to the discretion of the Company and the designated coding guidelines （URL：https://coding-labo.jp/guideline.pdf）.
Article 9 (Fees)
- 1. Fees for this Service are as stated in the estimate sent by the Company to the User through the Communication Tool. The User shall agree in advance that additional fees may be incurred in the event of a review of the Terms of Offer etc. In such cases, an additional fee estimate will be issued by the Company through the Communication Tool.
- 2. With regard to fees for this Service, the Company shall issue an invoice in accord with the Terms of Offer, and the User shall pay the amount specified in the invoice by the set date and according to the method specified separately by the Company. However, in cases where the Company and the User mutually agree to change the Terms of Offer etc., fees for this Service may be paid according to the agreement.
- 3. In case the User delays payment of fees, the Company shall claim damages from the User for the delay at a rate of 14.6% per year from the day following the payment due date until the day of full payment.
Article 10 (Delivery)
- 1. The Company shall deliver the Coding File by the delivery date stipulated in the Terms of Offer.
- 2. The method for Delivery in the preceding paragraph shall be carried out by the Company uploading the Coding File to the Communication Tool and is completed when it becomes available for download by the User.
- 3. The Company shall promptly notify the User if the delivery date specified in paragraph 1 cannot be met. In such cases, unless there is deliberate or gross negligence on the part of the Company, the Company shall not be liable for damages caused to the User due to the late delivery date.
- 4. When the Coding File has been delivered, the User shall verify the Coding File within 10 business days and notify the Company of the verification results.
- 5. If there is found to be a deviation in the Coding File according to the verification in the preceding paragraph, the Company shall promptly modify the Coding File. However, this will not apply in cases where the deviation is caused by the Basic Information or instructions submitted by the User.
- 6. If the Company is not notified of the verification results within the time specified in paragraph 4, the Company shall consider the Coding File as verified and accepted.
- 7. However, even in cases where verification has been completed as specified in this article, if a defect is found within one year from the time of delivery, the User may request a modification of said defect from the Company.
Article 11 (When Modifications are not Possible)
The User acknowledges that this Service is provided according to the original specifications of the Company, notwithstanding the provisions of paragraphs 5 and 7 of the preceding Article, if the User modifies the Coding File thereafter, the Company shall not make any further modifications and shall not accept any costs incurred in the modification done by the User.
Article 12 (Publishing etc.)
- 1. Except as provided for in the following paragraph, if the User receives delivery of a Coding File according to the procedure prescribed in Article 10, the User shall be responsible for the Publishing at his own expense.
- 2. If the User pays the options fee in addition to this Service fees, the Company will do the Publishing. In such cases, the Company shall determine separately the options fee and payment method.
Article 13 (Prohibited Activities)
- 1. When using this Service, the User shall abtain from any of the following actions.
(1) Acts that violate laws and ordinances, criminal acts, or acts contrary to public order and morals
(2) Acts that violate the intellectual property rights, privacy rights, reputation, portrait rights or any other rights or interests of the Company, other users of this Service, or third parties
(3) Acts that interfere with the provision of this Service or any other disruptive acts
(4) Acts that violate these Terms
(5) Other acts that the Company deems inappropriate
- 2. In the event that the User violates any of the terms mentioned in the preceding paragraph, the Company may suspend provision of all or part of this Service without notice and will not accept any liability for damages incurred to the User.
Article 14 (Attribution of Rights)
- 1. The User shall notify the Company regarding copyrights, trademark rights, patent rights, design rights, utility model rights, and any other intellectual property rights (hereinafter referred to as “Intellectual Property Rights”) belonging to the User contained in the Basic Information submitted by the User to the Company, and shall grant permission to use, duplicate, create derivatives, and any other uses necessary for provision of this Service.
- 2. The User shall agree to the use of intellectual property rights of third parties such as free software, open software (hereinafter referred to as “FOSS”), etc. as part of this Service or as part of the Coding File. However, regarding the use of third party intellectual property rights, the Company does not guarantee that no other third party’s rights are infringed upon, nor that the property is defect free. The Company shall not accept any responsibility when using a third party’s intellectual property rights, except in cases where the Company knew of the existence of infringements or defects or did not know of gross negligence within the Company.
- 3. Except for intellectual property rights owned or reserved by third parties, the Intellectual Property Rights generated in the process of providing this Service will be transferred from the Company to the User at the completion of delivery as stipulated in Article 10.
Article 15 (Suspension or Interruption of this Service)
- 1. The Company may cancel or suspend the provision of this Service after giving advanced notice to the User in cases of the following. However, in case of an emergency or if it is impossible to notify the User in advance, notice will be given afterwards, in as prompt a manner as the Company deems appropriate.
(1) When conducting maintenance or inspecting the system related to this Service
(2) In cases of unavoidable occurrences such as fire, power outages, accidents with communication lines or natural disasters that make it impossible to provide this Service
(3) Besides the preceding items, in cases where the Company deems it necessary
- 2. The Company will not be liable for damages caused to the User under this article.
Article 16 (Discontinuation)
- 1. The Company may discontinue or suspend provision of all or part of this Service Use Contract without any notification and without accepting any liability if the User falls under any of the following.
(1) If the User violates all or part of any provision stipulated in these Terms, etc.
(2) In cases where due to deterioration of a property or credit situation, the User faces foreclosure, provisional foreclosure, provisional injunction, compulsory execution, petition for auction, or demand for payment of taxes and public dues, and the Company deems the credit situation of the User no longer viable.
(3) When there is failure of payment due to checks or promissory notes failing to go through, or any other circumstance where payment is stopped or suspended
(4) When the regulatory authorities order a suspension of business, or when a business license or registration has been canceled
(5) When bankruptcy, civil rehabilitation, corporate reorganization or special liquidation proceedings are initiated, or any other legal bankruptcy proceedings, dissolution (including dissolution under laws) or in cases of entering into voluntary liquidation or settlements
(6) When reducing capital and the business is abolished, suspended, changed or when the whole or an important part of the business is reassigned
(7) In cases where laws or public order and morals are violated
(8) When falling under any of the items of Article 13, paragraph 1
(9) In other situations where the Company deems that the contract with the User cannot be continued
- 2. When the User falls under any of the items of the preceding paragraph, the User will lose any payment extension, and regarding obligations to the Company under these Terms, shall immediately pay the entire debt to the Company in cash (including the options fee of Article 12, same hereafter).
Article 17 (Information Management)
Article 18 (Confidentiality)
- 1. Both the Company and the User shall keep confidential all technical or business information belonging to other party, or any other disclosed information required to be kept confidential, (Hereinafter referred to as “Confidential Information”) gained through concluding this Service Use Contract or by using this Service. Disclosure, proffering or leaking such information to third parties without the prior written consent of the disclosing party, or any use other than that stipulated by this Service Use Contract is prohibited.
- 2. Notwithstanding the provisions of the preceding paragraph, the receiving party of information shall disclose Confidential Information in the following cases. However, in such cases, the receiving party must notify the disclosing party that a request for disclosure has been made.
(1) To the extent necessary for exercising rights under this Service Use Contract, the receiving party of information shall disclose information at their own risk to experts who are obliged to confidentiality such as attorneys, tax accountants, etc.
(2) When disclosure is legally requested by regulatory authorities, courts, or investigative agencies.
- 3. The provisions of the preceding paragraph shall not apply to information that falls under the following items.
(1) Upon receiving disclosure, information already possessed by the User
(2) Upon receiving disclosure, information already publicly known
(3) After receiving disclosure, information that became publicly known regardless of the User’s accountability.
(4) Information legally obtained from a third party with legitimate authority
(5) Information independently developed or acquired without disclosure from the other party
- 4. The obligation to confidentiality under this section shall continue after the end of this Service Use Contract.
Article 19 (Exclusion of Anti-social Forces)
- 1. Both the Company and the User shall declare that they are not connected to, nor a participant in any anti-social forces, and will not become so in the future. They shall notify the other party, mutually at the time of using this Service Use Contract if the User himself / herself, a representative, an executive or persons who substantially control company management are involved with anti-social forces (hereinafter referred to as “Anti-social Forces”) such as organized crime groups, gangsters, gang-related companies, corporate racketeers etc.
- 2. If a violation of the preceding paragraph has been discovered, the Company or the User shall immediately stop fulfilling its obligation to the other party and may discontinue this Service Use Contract without any notice or liability.
- 3. When the User falls under any of the items of the preceding paragraph, the User will lose any payment extension, and regarding obligations under these Terms to the Company, shall immediately pay the entire debt to the Company in cash.
- 4. Discontinuation of the contract under this section shall not preclude a claim for damages against the other party.
Article 20 (Disclaimer)
- 1. The Company does not guarantee that this Service will conform to the purpose and usage expected by the User, nor that it will be problem free and comply with the law etc., it is the responsibility of the User to confirm that this Service conforms to their purpose and expected usage.
- 2. Unless there is deliberate or gross negligence on the part of the Company, it is not liable for any damages whatsoever to the User due to actions done under this Service Use Contract and will bear no responsibility for any disputes arising between the User and third parties.
Article 21 (Assignment of Rights)
Except as otherwise authorized by the Company, the User shall not reassign in whole or in part the rights and obligations of this Service Use Contract, or the status of this Service Use Contract to a third party nor provide it as collateral.
Article 22 (Consultation)
The Company and the User shall consult in good faith to resolve any doubts about matters not stipulated in these Terms or in the interpretation of these Terms.
Article 23 (Jurisdiction)
For any dispute relating to this Service Use Contract, the Tokyo District Court shall be the exclusive agreement jurisdictional court.
Article 24 (Applicable Law)
The establishment, efficacy, implementation and interpretation of this Service Use Contact shall be governed by Japanese law.
Enacted February 1, 2018