General Terms and Conditions of Service Agreement for “Sansan”

[For Customers in Japan]

The services provided by Sansan, Inc. (hereinafter referred to as the “Services”) are those developed and provided by Sansan, Inc. (hereinafter referred to as “SANSAN”), which has been established and existed under the Japanese law whose main office locates at Aoyama Oval Building, 13F, 5-52-2, Jingu-mae, Shibuya-ward, Tokyo, 150-0001, Japan.
Any Customer in japan who agrees to this General Terms and Conditions of Service Agreement and uses the Services shall enter into an agreement between SANSAN under this General Terms and Conditions of Service Agreement.

[For Customers in the United States]

Sansan Corporation has been established and existed under the law of the state of Delaware whose main office locates at 113 Barksdale Professional Center Newark, DE 19711 U.S.A.
Sansan Corporation provides the Services stipulated in this General Terms and Conditions of Service Agreement (hereinafter referred to as the “Services”) as the official distributor of Sansan, Inc. (hereinafter referred to as “SANSAN”).
Any Customer who agrees to this General Terms and Conditions of Service Agreement and uses the Services shall enter into an agreement between Sansan Corporation under this General Terms and Conditions of Service Agreement. Accordingly, the terms “Sansan, Inc.” and “SANSAN” in this General Terms and Conditions of Service Agreement shall be deemed to be replaced with “Sansan Corporation” unless provided otherwise.
Moreover, the original General Terms and Conditions of Service Agreement in Japanese shall have the binding force and this General Terms and Conditions of Service Agreement translated into English from the original one is for reference materials.

[For Customers other than those above]

Sansan Global PTE. LTD. has been established and existed under the law of Singapore whose main office locates at 128 Prinsep Street #01-01 Singapore 188655.
Sansan Global PTE. LTD. provides the Services stipulated in this General Terms and Conditions of Service Agreement (hereinafter referred to as the “Services”) as the official distributor of Sansan, Inc. (hereinafter referred to as “SANSAN”) to the Customers outside of Japan or of the United States.
Any Customer who agrees to this General Terms and Conditions of Service Agreement and uses the Services shall enter into an agreement between Sansan Global PTE. LTD. under this General Terms and Conditions of Service Agreement. Accordingly, the terms “Sansan, Inc.” and “SANSAN” in this General Terms and Conditions of Service Agreement shall be deemed to be replaced with “Sansan Global PTE. LTD.” unless provided otherwise.
Moreover, the original General Terms and Conditions of Service Agreement in Japanese shall have the binding force and this General Terms and Conditions of Service Agreement translated into English from the original one is for reference materials.

Chapter 1 General Rules

Article 1 (Service Agreement)

• 1. Under the provisions of this General Terms and Conditions of Service Agreement (hereinafter referred to as “the Agreement”), SANSAN shall provide the Service to the person/entity who has applied for the use of the Service (hereinafter referred to as “the Customer”).
• 2. The Customer shall agree to the Agreement to use the Service, and any Customer who gave consent to the Agreement by clicking the Agree button of the Service which indicates the consent to the Agreement or by affixing his or her signature or name and seal on the application form which refers to the Agreement shall be deemed to have given consent to the Agreement.
• 3. When the Customer gives consent to the Agreement and uses the Service under the name of the corporate body or the other entity to which he or she belongs, the Customer is deemed to have the authority to enter into the Agreement and to have entered into the Agreement on behalf of the corporate body or the other entity. In the case where the Customer do not have such authority and cannot attribute the effects of the Agreement to the corporate body or the other entity to which he or she belongs, the Customer who gave consent to the Agreement and used the Service shall assume all the responsibilities and liabilities that arise from the Agreement and SANSAN shall be able to decide at its own discretion whether to affirm the Agreement or to cancel it.
• 4. When the Customer is a minor or a person with limited legal capacity under the laws and regulations of the government, agencies, etc. of the country where the Customer actually uses the Service, the Customer is deemed to use the Service after obtaining the consent of the statutory agent such as the parent. In addition, when the Customer gives consent to the Agreement and uses the Service, the Customer is deemed to have expressed the acquirement of the consent of the statutory agent such as the parent.

Article 2 (Outlines of Service)

• (1) SANSAN will lend the Customer the equipment including, but not limited to, scanners (hereinafter called “Sansan Scanner”) and offer other means to digitize the information on business cards (hereinafter called “Sansan Scanner or any other means” with “Sansan Scanner” included) in accordance with the terms and conditions of the contract.
• (2) SANSAN will receive the data on the business card which the Customer registered through the Sansan Scanner or any other means via the Internet, and convert the image data of characters to the text data (hereinafter called “text data conversion”).
• (3) SANSAN will issue user ID (hereinafter called “User ID”) to the user the Customer specified (hereinafter called “User”), and provide the entrusted data for the Customer's use, using SANSAN's original application software.
• (4) SANSAN will provide the Customer with other various additional services through the above-mentioned application software.

Article 3 (Amendments of the Agreement)

• When SANSAN alter, amend, modify or change the Agreement, SANSAN will post updated version and effective date on the websites and applications operated by SANSAN (hereinafter referred to as “the website of the Service”). Customer’s continued use of the Service after the effective date of any alteration, etc. will mean that the Customer accept and agree to such alteration,etc.

Chapter 2 Contract

Article 4 (Conclusion of the Agreement)

• 1. The Customer shall apply to the Service by either of the following ways and shall provide without delay the data which SANSAN needs to offer the Service (hereinafter referred to as “the Registered Data”):
• (1) by filling in and submitting the application form for the Service in response to receiving this Agreement and the written estimate, etc. (hereinafter referred to as “Estimates”) from SANSAN; and
• (2) by giving consent to the Agreement and the table of charges of the Service (hereinafter referred to as “the table of charges”) and following the application procedures designated by SANSAN.
• In the latter way, since SANSAN may alter, amend, modify or change the table of charges in its discretion, the Customer who gives consent to the table of charges and goes through the application procedures shall preserve the table of charges as of the time of the application on the Customer’s own responsibility.
• 2. The Service Agreement shall be deemed concluded as of the time when the Customer submitted the above-mentioned application form to SANSAN or completed the application procedures designated by SANSAN. However, if SANSAN takes objection after the application, this Agreement should become null and void retroactively from the point when the Customer applied.
• 3. The Estimates or the table of charges supersede this Agreement in case the Estimates or the table of charges stipulate otherwise.
• 4. This Service shall start from the earlier of the following days (hereinafter referred to as the “starting date”):
• (1) the day when SANSAN informs the Customer of the commencement of the Service; and
• (2) the day when the Customer starts the use of the Service.
• 5. When the Customer adds the functions, etc. (hereinafter referred to as the “Addition”), the Addition to the Agreement shall take effect on the starting date of that Addition, which may differ from the date of the Addition itself. The contents of the Addition shall be reflected in the fee charged of the Service by SANSAN.

Article 5 (Service Content)

Article 6 (Payment)

• 1. The fee of this Service is as written in the Estimates or the table of charges and shall be paid by the ways and the currency designated by SANSAN by the payment date designated by SANSAN.
• 2. SANSAN shall only take responsibilities of paying the taxes imposed on itself according to the profits, assets and employees thereof. Accordingly, the fee of this Service includes no taxes, tariffs nor any kind of levies similar to the aforementioned charged by governments (hereinafter referred to as the “Taxes, etc.”), and the Customer shall have the obligation to pay all of the Taxes, etc. related to the usage of the Service.
• 3. In the event that any of the Taxes, etc. provided in the previous paragraph is newly established or is altered during the period of this Agreement, the newly established or altered Taxes, etc. shall be applied even during the period of the Agreement.
• 4. In the event that the Customer fails to pay the service charge when due hereunder, or that any one of the events written in the items of the Article 8 hereof occurs to the Customer, any and all payment obligations that the Customer owes SANSAN shall immediately become due and payable without any notice or demand from SANSAN, and the Customer shall immediately have to pay any and all service charges.
• 5. SANSAN shall never refund the amount of the fee of the Service paid by the Customer unless otherwise stipulated in the Agreement or the refund is enforced by laws and regulations.

Article 7 (Term of Agreement)

• 1. This Agreement shall become effective and shall continue in force for the following period:
• (1) In the event the term of the Agreement is not provided From the starting date of the Service until the Customer cancels the Service;
• (2) In the event the term of the Agreement is provided From the starting date of the Service until the term of the Agreement expires
• a) This Agreement shall automatically be renewed for successive term under the same condition as the initial term unless the Customer shall give a written notice of termination or make a written offer of amendments hereto to SANSAN, no later than thirty (30) days prior to the expiration of the then current term, and the same shall apply thereafter. In cases of the Addition, the initial agreement before the addition shall be changed into the Agreement after the Addition and the term of the Agreement after the Addition shall newly be applied regardless of the residual term of the initial agreement.
• b) In the event where the Customer wishes to cancel all or a part of the Agreement after the conclusion of the Agreement and during the term of the Agreement, the Customer shall pay the cumulative amount of fees of the Service to the expiration of the original term of the Agreement. If the Customer has already paid the amount, it shall be applied to the payment, and if the Customer has not fully paid the amount, the Customer shall pay the shortage separately.
• 2. In the event that the continuation of this Service becomes difficult, SANSAN shall be entitled to terminate this Agreement at its own discretion by way of informing the Customer thereof.

Article 8 (Cancellation)

• (1) breaches of any provision of this Agreement;
• (2) check dishonor, suspension of bank transaction;
• (3) revocation of business license, business suspension by the regulatory agency;
• (4) issuance of an order for provisional attachment, provisional disposition, auction, or seizure of the assets or property as a result of one's delinquency of payment;
• (5) insolvency, bankruptcy, liquidation or dissolution;
• (6) petition for any proceedings under the provisions of any insolvency or bankruptcy law or any law for relief of debtors;
• (7) breaches of the prohibitions provided under Article 25 hereof;
• (8) breaches of the commitment under Article 26 hereof; and
• (9) the event in which there is a reasonable ground for one party to consider the individual business will be difficult to handle.

Article 9 (Effect of Termination)

• (1) SANSAN shall destroy any and all personal information in the Entrusted data.
• (2) SANSAN will not provide any means to the Customer to download and to preserve the Entrusted data at the time of the cancellation. However, SANSAN may provide certain downloading methods as part of the Service according to the content of the agreement.
• (3) The Customer shall promptly return the Sansan Scanner SANSAN has installed. The Agreement shall be terminated on the condition that the Sansan Scanner is returned to where Sansan designated; (a) by the expiration of the Term of the Agreement from the time when the Customer has made a notice or an offer provided in the proviso of Article 7. 1 (2) a) hereunder in the event of the expiration of the Agreement; and (b) within 10 (ten) days from the cancellation day provided in Article 7. 1 (2) b) hereunder in the event of the cancellation, respectively. The Customer shall agree in advance that he or she may be claimed for and shall pay the amount equivalent to the value of the Sansan Scanner in the event when the Customer will not promptly return the Sansan Scanner according to Article 10, Paragraph 6 hereof.

Chapter 3 Usage

Article 10 (Installation of Sansan Scanner)

• 1. The Customer shall install the Sansan Scanner in its environment and exercise due care in storage and handling when using this Service.
• 2. The Customer shall set up the Sansan Scanner in the environment accessible to the Internet; provided, however, that the Customer use the network transmission card option.
• 3. The Customer shall provide consent to the use of the Sansan Scanner be limited to the use of this Service.
• 4. SANSAN shall be entitled to change the Sansan Scanner from time to time in its own discretion.
• 5. The Customer shall not make change, modification, etc. to the Sansan Scanner without permission from SANSAN.
• 6. The Customer shall compensate for the damage caused to SANSAN in case the Customer should be liable for the damage, destruction, wreckage, tampering, etc. of the Sansan Scanner.

Article 11 (Level of Service)

• 1. SANSAN will not provide any supporting service relating to the Service through the website of the Service, or by paying visits, by telephone, by e-mail or by post. However, in the event when supporting services are included in the agreement selected by the Customer, the supporting services shall be provided according to the content thereof.
• 2. SANSAN shall not take any responsibility relating to any damages incurred to the Customer by the additions, alterations, amendments, modifications or changes to the contents of the Agreement or the suspension or termination of the Agreement. The same shall apply when the deduction of the displaying speed or other disorders occur due to excess of accesses and other unpredicted causes.
• 3. SANSAN shall have no obligation to monitor and preserve the information registered by the Customer.
• 4. SANSAN shall not take any responsibility relating to the legality, morality, credibility, or accuracy of the information registered by the Customer, or the conformity to the internal rules and regulations of the corporate body or the other entity to which the Customer belongs.
• 5. SANSAN shall not guarantee in any kind relating to the merchandise attributes, suitability to certain purposes, integrity, accuracy, certainty, usefulness, legality, availability, etc. with regard to the contents of the Agreement, the information and software accessible through the Service, etc., irrespective of them being written or unwritten.
• 6. SANSAN shall give no guarantee, upon providing the Service, relating to the processing speed, processing matters, processing quality, processing languages, etc. with regard to the text and image data conversion of business cards.
• 7. SANSAN shall give no guarantee in the event when a security incident occurs such as an unauthorized access by the third party and a hacking occurs due to the restriction on functions by the machines used by the Customer or to the failure by the Customer of upgrading the program of the application of the Service.

Article 12 (Database Service)

• (1) Copyrights and any and all rights in connection with the database information belong solely and exclusively to SANSAN or the provider of the information.
• (2) Information provided for the database service shall not be used for any purpose other than internal use. The use of the information for other purposes, including, but not limited to copying, selling, publishing, publicly-announcing, and distributing, is strictly prohibited.

Article 13 (Usage of Registered Data by Customer)

• 1. The Customer shall download and use the business card data registered with the SANSAN applications based on the Customer’s own judgments and responsibility, and SANSAN assumes no responsibility regarding the usage of the Registered Data by the Customer.
• 2. The preceding paragraph shall apply when the Customer connects to the other external services and uses the business card data through the Service which SANSAN provides.

Article 14 (Handling of Trouble)

• 1. The Customer shall promptly report SANSAN when finding any defect, trouble, etc. in connection with this Service, and shall do the task required, such as rebooting, etc., as instructed by SANSAN.
• 2. The Customer shall agree to any cooperation required for SANSAN to remove and fix the troubles.
• 3. When SANSAN decides to replace the Sansan Scanner in trouble, the Customer shall install the new one sent from SANSAN, and return the one in trouble to SANSAN.
• 4. In case the Sansan Scanner is altered, modified, etc., SANSAN does not warrant the performance of the Sansan Scanner.

Article 15 (Temporary Suspension of the Service)

• 1. SANSAN may temporarily suspend this Service without notice in advance in the events including, but not limited to, the following:
• (1) when an unavoidable situation occurs relating to the maintenance of or work on the system or telecommunications facilities necessary to provide the Service, or when an unavoidable disorder occurs;
• (2) when it is difficult to provide the Service properly due to the excess burden on the Service or a disorder thereof, or when SANSAN determines as such;
• (3) when SANSAN recognizes the possibility that the Customer or a third party would suffer significant damages through the provision of the Services due to the alteration of data or hacking relating to the Service; and
• (4) when it is difficult to provide the Service due to the suspension of the provision of telecommunications services by telecommunications carriers at home and abroad, power supply services by electric companies and other public services.

Chapter 4 Handling of Information

Article 16 (Secure Management)

• 1. SANSAN shall securely handle the Entrusted data and the information of the Customer using the User ID of this Service (hereinafter referred to as "User Information") as confidential information, and take appropriate measures on information security management.
• 2. The Customer shall take appropriate measures on the management of ID, password, etc., to prevent the illegal use of this Service.

Article 17 (Privacy Policy)

• 1. The Customer shall provide SANSAN the User Information legally obtained in accordance with Private Information Protection Law and other related regulations of Japan.
• 2. SANSAN shall handle the Customer's personal information according to the privacy policy of SANSAN.
• 3. SANSAN shall not ever disclose nor leak the personal information provided by the Customer to the third party notwithstanding the term of this Agreement.
• 4. SANSAN shall appoint a person in charge to securely manage the Customer's personal information, including, but not limited to, preventing the leakage, loss, or damage of the information provided from the Customer, and shall take required and appropriate measures on the information management.
• 5. SANSAN shall not use, process, copy, nor replicate the personal information provided from the Customer for any purpose other than the provision of this Service.
• 6. In the event that the leakage, loss, or damage of the information provided by the Customer should occur, SANSAN shall promptly inform the Customer of the event, investigate the cause, and take measures required to prevent the expansion of the event.

Article 18 (Usage of the Information)

• 1. In addition to the foregoing, SANSAN will use the User Information to provide information about new products and new services of SANSAN.
• 2. SANSAN will analyze the usage of this Service for statistical purpose, and release the result in public; provided, however, that the Customer and the personal information shall not be identified.
• 3. SANSAN may acquire feedback information relating to the Service from the Customer. The Customer shall agree that SANSAN will use and continue to use such feedback information without charge even after the termination of the Agreement.

Article 19 (Release of the cases)

• 1. SANSAN is entitled to release the Customer's company name as one that introduced this Service unless the Customer requires otherwise.
• 2. The Customer shall permit the use of its logo and trademark to SANSAN at the request from SANSAN within a necessary extent in the event when SANSAN releases cases.

Chapter 5 General Provisions

Article 20 (Confidentiality)

• (1) those that have been already known to the public or become known to the public for the reasons not attributable to either party;
• (2) those that have been already in the possession of the other party;
• (3) those that are received from a third party without confidentiality
• (4) those whose disclosure is permitted by the other party in writing; and
• (5) those that are developed independently or known without the use of the Confidential Information.

Article 21 (Default Charge)

Article 22 (Assignment)

Article 23 (Ownership)

Article 24 (Reconsignment)

• 1. SANSAN shall be able to consign all or part of the work of this Service to the third parties, which shall not be relieved of any obligation hereunder, and SANSAN shall be liable for any damage arising out of or in connection with the consignment.
• 2. SANSAN may assign work like server operations of this Service to an operator of a data center. The Customer shall agree that the Entrusted data from the Customer may be transferred to and processed at the servers outside of the country of residence of the Customer.

Article 25 (Prohibited Matters)

• 1. The Customer shall be prohibited from the following upon the use of the Service:
• (1) acts in breach of the Agreement;
• (2) acts of registering the following data or information:
  
  
  (a) e-mail addresses, including domain names, which are obtained without authorization; and
  
  
  (b) e-mail addresses, including domain names, not belonging to the corporate body or the other entity to which the Customer belongs (The Customer may, however, use e-mail addresses which do not belong to the corporate body or the other entity only when the corporate body or the other entity do not own a domain name and the corporate body or the other entity acknowledges the use of such e-mail addresses by the Customer.);
  
  
  
• (3) act of infringing upon copyright, trademark right, patent and other intellectual properties of SANSAN or the other third party or act of enabling such an infringement;
• (4) act of copying, alteration, editing, or erasing of all or part of the Service, combining the Service with other programs, reverse engineering, reverse assembling, reverse compiling or setting up of a mirror site;
• (5) act of gaining access to the Service or obtaining information relating to the Service by way of scraping, crawling (by crawlers, robots or programs such as spiders) and the other similar means;
• (6) act of attempting to nullify or nullifying the security relating to the Service;
• (7) act of placing a load on the Service by sending harmful program, such as a virus, to the Service or placing the Service in such a situation as to be able to receive such a harmful program;
• (8) act of distributing information disadvantageous to the administrations pursuant to the policies of such an administration or distributing discriminatory information by way of using the Service;
• (9) act prohibited by laws, regulations, and other administrative rules and notices or act against public order and morality; and
• (10) act prohibited in the Agreement.

Article 26 (Elimination of Anti-Social Forces)

• 1. The Customer and SANSAN declare that neither of us is a gang, a gangster, a quasi-member of a gang, a company related to the underground, a corporate racketeer, a rogue who proclaims himself as a social activist, a crime syndicate with special abilities, nor other similar anti-social forces, and commit ourselves that neither of us will not fall under the category listed above for the future.
• 2. The Customer and SANSAN commit ourselves that neither of us shall make abuseful demands nor undue claims beyond legal liabilities, shall use intimidatory behavior nor violence concerning transactions, shall spread rumor, use fraudulent means nor force to damage credit nor obstruct business of a company, shall foster the activities of anti-social forces, contribute to their businesses nor provide benefits thereto, nor shall do any other equivalent acts listed above.

Article 27 (Damages)

Article 28 (Indemnities)

• 1. The Customer shall indemnify SANSAN from and against any and all claims, damages, losses, demands, costs or expenses resulting directly or indirectly from the use of the Service.
• 2. In no event shall SANSAN be responsible or liable for any disputes or damages (hereinafter referred to as “Disputes”) arisen between the Customer and the third party resulting directly or indirectly from the use of the Service nor for any Disputes caused by reasons attributable to the Customer. Examples of Disputes include, but are not limited to, the following:
• (1) Disputes that arise when the effects of the Agreement cannot be attributed to the corporate body or the other entity to which the Customer belongs; and
• (2) Disputes, due to the information registered by the Customer, resulting from the use of the Service by any user who does not belong to the corporate body or the other entity to which the Customer belongs.
• 3. The Customer shall compensate SANSAN for the damages and expenses (including, but not limited to, attorney’s fees) due to the cause attributable to the Customer and shall indemnify the liabilities of SANSAN caused as such.

Article 29 (Force Majeure)

Article 30 (Governing Law and Jurisdiction)

• 1. This Agreement shall be governed by the laws of Japan in all respects of validity, construction and performance thereof.
• 2. All lawsuits arising out of or in connection with this Agreement shall be exclusively brought in the Tokyo District Court or Tokyo Summary Court of Japan according to the sum of the claim for the first instance.

Article 31 (Export Restrictions)

Article 32 (Independent Contractor)

Article 33 (Non-Waiver)

Article 34 (Entire Agreement・Severability)

• 1. The Agreement includes the entire agreement between the Customer and SANSAN and has priority over any agreement or understanding made before conclusion of the Agreement regardless of whether agreement or understanding is made in writing or orally.
• 2. Even if a part of the stipulations of the Agreement is invalidated pursuant to the laws or by the judgment of the court, the other stipulations of the Agreement remain valid.

Article 35 (Special Provision for Certain Customers and those in Certain Countries)