Terms of Service

Article 1 (Purpose)

These KANATA Terms of Service (the "Terms") set forth the terms and conditions for the provision of the service "KANATA" (the "Service") operated by Third Scope Asia PTE. LTD. (the "Company"), as well as the rights and obligations between the Company and any person who uses the Service (a "User"). Legal matters relating to these Terms shall be based on the laws of Japan, given that the Company's parent, ThirdScope Co., Ltd., is a Japanese corporation. To use the Service, you must fully understand and agree to these Terms. By starting to use the Service, you shall be deemed to have agreed to these Terms.

Article 2 (Scope of these Terms)

Other rules separately presented in connection with the Service (including rules set forth in user manuals and the like) and notices shall also constitute a part of these Terms.
If the contents of these Terms differ from the rules and notices in the preceding item or any other description of the Service outside these Terms, the provisions of these Terms shall prevail unless such description is expressly stated to take precedence over the provisions of these Terms.

Article 3 (Formation of the Service Agreement)

Any person who wishes to use the Service (a "Prospective User") shall, after agreeing to these Terms, complete the registration procedures specified by the Company on its website.
Upon completion of the registration procedures by the Prospective User in the preceding item, a service agreement (the "Service Agreement") shall be formed between such Prospective User and the Company.
The Company may decline to approve the registration if the Prospective User falls under any of the following:
1. The registration information contains falsehoods, errors, or omissions;
2. The Prospective User has previously violated these Terms;
3. The Company otherwise reasonably determines that registration is inappropriate.

Article 4 (Provision and Content of the Service)

In providing the Service, the Company shall entrust part of its operations to the following group companies:
1. ThirdScope Co., Ltd. (Japanese corporation)
2. ThirdScope Europe Co., Ltd. (UK corporation)
Where the Company entrusts part of its operations to entities other than those listed above, the Company shall do so under its own responsibility, and the User agrees that any acts performed by such entrusted parties shall be deemed acts of the Company.
The Service consists of the following items. The User shall select the desired services on the Company's website. The specifications of each service shall be as set forth in materials separately specified by the Company.
Once the Service Agreement is formed, the Company shall promptly grant the User the environment necessary to use the Service requested by the User.

Article 5 (Fees)

The fees for the Service shall be as set forth in the price list published on the Company's website (the "Price List").
The Service offers the following plans (linked to projects within the Service). The features and conditions of each plan shall be as set forth in the Price List:
1. ENTERPRISE (Enterprise Plan)
Users of paid plans other than ENTERPRISE shall pay the fees set forth in the Price List (the "Fees") through a payment method designated by the Company (such as credit card payment).
Fees shall be billed starting from the contract start date (or the trial end date if a trial period applies), on the same day each month for monthly billing, or on the same day each year for annual billing.
For services with per-user billing, the addition and removal of members shall be handled as follows:
1. When adding members: If members are added beyond the number of seats already purchased, the additional seats shall be billed immediately on a pro-rata basis. Additions within the existing seat allowance can be made without additional charge.
2. When removing members: Even if a member is removed, the seat shall remain valid until the next billing date and no refund shall be issued. Removed seats remain available; if a member is added again before the next billing date, the seat may be reused without additional charge.
Where a User upgrades to a higher-tier plan during a paid plan term, the difference for the period from the upgrade date to the next billing date shall be billed immediately on a pro-rata basis. If an upgrade is made during the trial period, the trial shall end immediately and the full Fee for the new plan shall be billed.
Where a User wishes to downgrade to a lower-tier plan during a paid plan term, such downgrade shall take effect from the next billing date through the procedures specified by the Company. No refund of any difference in already-paid Fees shall be made.
Even if the User's actual use of the Service starts after the contract start date due to the User's own circumstances, Fees shall accrue from the contract start date.
In addition to the suspension provided in Article 7, no reduction of Fees shall be made even where the User is temporarily unable to use the Service.
If the consumption tax rate or similar tax rate changes due to amendments to tax laws, the Fees shall be adjusted accordingly.
Paid plans shall be automatically renewed at the end of each contract period under the same conditions unless the User completes the cancellation procedures.
If the User fails to pay the Fees, the Company may suspend the provision of the Service to such User or terminate the Service Agreement. In the event of a payment delay, the User shall pay late-payment damages at the rate of 10% per annum.

Article 6 (Modification of the Service)

The Company may modify the contents of the Service without notice to the User. However, for modifications that may have a material impact on Users, the Company shall provide notice at least 30 days in advance.

Article 7 (Suspension of the Service)

The Company may suspend all or part of the Service in any of the following cases. In such case, after the occurrence of the cause, the Company shall notify Users of the prospects for resuming provision of the Service:
1. Where provision of the Service becomes impossible due to war, acts of terrorism, riots, civil disturbances, other force majeure, cyber-terrorism, or other harmful acts by third parties;
2. Where there are necessary maintenance and service updates for providing the Service, or other unavoidable reasons;
3. Where the telecommunications carrier providing the communication line services suspends its telecommunications business with respect to such line;
4. Where the Service is judged to be illegal by an administrative body or court;
5. Where the Company otherwise determines suspension to be necessary.
The Company may suspend the provision of the Service to a User upon the occurrence of any of the following circumstances. In such case, the Company shall notify the User in advance of the start and end dates of the suspension:
1. The User has violated any provision of these Terms;
2. In addition to the foregoing, where the User's acts, due to causes attributable to the User, have caused or are likely to cause significant interference with the Company's business.

Article 8 (Discontinuation of the Service)

The Company may discontinue all of the Service and terminate the Service Agreement effective on the discontinuation date by giving prior notice to Users at least 30 days before the effective date of discontinuation through the methods specified by the Company.

Article 9 (Measures after Termination of the Agreement)

Upon termination of the Service Agreement, the Company shall delete the data stored by the User within 30 days after termination. The User shall save any necessary data prior to termination at its own responsibility. The Company shall cooperate with the User in saving such data to a reasonable extent.

Article 10 (Account Management)

The User shall appropriately manage its account for the Service (including ID and password) at its own responsibility, and shall not allow third parties to use, transfer, lease, change the name on, or sell the account.
The User shall be liable for any damages arising from inadequate management of the account, errors in use, or use by third parties, and the Company shall bear no responsibility whatsoever.

Article 11 (Scope of Service Provision)

In providing the Service to the User, support and troubleshooting for User equipment (computers, communication equipment, other devices, and software contracted or owned by the User and necessary for using the Service) and for connection services provided by other companies necessary for using the Service shall not be included in the Service. The User shall handle these matters itself.

Article 12 (Notes on Use)

If the User causes damage to a third party due to causes attributable to the User in connection with the use of the Service, or if a third party makes a claim against the User, the User shall handle and resolve the matter at its own responsibility and expense. The same shall apply where the User suffers damage from a third party in connection with the use of the Service or where the User makes a claim against a third party.
Depending on the User's device or browser version, the User may not be able to use all or part of the Service properly. The web browsers recommended by the Company are the latest versions of Google Chrome (Windows, macOS) and the latest versions of the standard browsers for iOS and Android.
Information (content) made public by the User using the Service is published at the User's responsibility. The Company makes no warranties whatsoever regarding such content and bears no responsibility for any damages arising therefrom.
The Company provides the Service on an "as-is" basis and makes no warranty, express or implied, that the Service will be fit for the User's particular purposes, that it will possess the expected functions, commercial value, accuracy, or usefulness, that the User's use of the Service will conform to the User's internal rules, that the Service will be continuously available, or that it will be free from defects.
If the User causes damage to the Company due to causes attributable to the User, the User shall be liable to compensate the Company for such damage.

Article 13 (Equipment for Use)

The User shall, at its own expense and responsibility, set up the User equipment, maintain the User equipment and the environment necessary for using the Service, and connect the User equipment to communication lines.

Article 14 (Prohibited Actions)

The User shall not engage in any of the following acts in using the Service:
1. Acts that infringe or may infringe the rights of third parties (including but not limited to intellectual property rights, property rights, and privacy);
2. Acts of transmitting or posting harmful computer programs such as viruses;
3. Acts that place excessive load on the network or systems of the Service;
4. Acts of reverse engineering or otherwise analyzing software or other systems provided by the Company;
5. Acts that may interfere with the operation of the Service;
6. Unauthorized access to the Company's networks or systems;
7. Acts of impersonating third parties;
8. Acts of using the ID or password of any other User of the Service;
9. Advertising, promotion, solicitation, or business activities on the Service without the Company's prior approval;
10. Acts of collecting information of other Users of the Service;
11. Acts that cause disadvantage, damage, or unpleasantness to the Company, other Users of the Service, or other third parties;
12. Acts that violate laws or regulations or that contravene public order and morals;
13. Acts that directly or indirectly induce or facilitate any of the foregoing acts;
14. Attempts to engage in any of the foregoing acts;
15. Acts of providing the Company, through input, upload, or any other means in the Service, with information regarding race, ethnicity, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health, sex life, sexual orientation, criminal records, or other similar sensitive personal information (including special-care personal information under the APPI and special categories of personal data under Article 9 of the GDPR and Article 9 of the UK GDPR; collectively, "Sensitive Information"). The Service is not intended to process Sensitive Information;
16. In addition to the foregoing, any act that the Company reasonably determines to be inappropriate for the use of the Service.
If the User falls under any item of the preceding paragraph, the Company may request the User to cease the act in question, and if the User fails to comply, the Company may suspend the User's use of the Service. However, where the Company reasonably determines that the act is highly illegal or harmful, the Company may suspend the User's use without any prior demand.

Article 15 (Duty of Care and Compliance with Laws)

The Company shall, during the term of the Service Agreement and in accordance with these Terms, provide the Service to the User with the duty of care of a prudent manager.
The Company and the User shall comply with applicable laws and regulations in providing and using the Service.

Article 16 (Response in Emergencies)

If the Company becomes aware of a failure in equipment managed by the Company that is necessary for providing the Service, the Company shall, without delay, endeavor to repair or restore it. If the failure is significant, the Company shall promptly notify the User after the repair or restoration.
In addition to the preceding paragraph, if any defect occurs in the Service, the User shall notify the Company, and both parties shall determine and implement countermeasures upon mutual consultation.

Article 17 (Intellectual Property Rights)

The Service Agreement does not transfer to the User any rights, including copyrights (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan), in any programs, articles, photographs, illustrations, videos, audio, or other content (including the various rules concerning the use of the Service posted on the Company's website) (the "Created Materials") provided by the Company to the User in connection with the Service, and all such rights shall be reserved by the Company. Any rights owned or held by the Company or any third party prior to the conclusion of the Service Agreement shall be reserved by the Company or such third party. However, content uploaded and text input by the User in connection with use of the Service shall be the User's rights.
Regardless of the term of the Service Agreement, the User shall not, without the Company's prior consent, modify, adapt, transfer or lease to third parties, or perform other acts designated as prohibited acts by the licensor with respect to the Created Materials, nor shall the User analyze the structure, functions, or processing methods of the Created Materials, including by reverse engineering, attempt to obtain the source code, or otherwise use the Created Materials beyond the scope expressly permitted under the Service Agreement.
If the User makes any invention or creation in connection with the Service, the User shall promptly notify the Company of its content. In such case, the rights to such invention or creation shall, in principle, be jointly owned by the Company and the User in equal shares. However, if the User proves that it made the invention or creation independently without relying on any materials of the Company, the rights to such invention or creation shall be vested solely in the User.

Article 18 (Confidentiality)

In the Service Agreement, "Confidential Information" means technical, administrative, and other information disclosed by one party to the other party under the Service Agreement that falls under any of the following:
1. Information disclosed in writing, drawings, or other tangible form, or as electronic documents or electromagnetic records, with an express indication that it is confidential;
2. Information disclosed orally with a notice that it is confidential, provided that the contents of such information are disclosed in writing with an express indication of confidentiality within one week after such oral disclosure.
Notwithstanding the preceding paragraph, the following information shall be excluded from Confidential Information. The party asserting non-applicability shall bear the burden of proof:
1. Information that was already publicly known at the time of disclosure or already in the recipient's possession;
2. Information that became publicly known after disclosure through no fault of the recipient;
3. Information lawfully obtained from a third party with proper authority;
4. Information independently developed without using any Confidential Information.
The User and the Company shall manage Confidential Information with the duty of care of a prudent manager, shall not use it for any purpose other than performing the Service Agreement, and, except with the other party's prior written consent or where disclosure is required by law, shall not disclose, publish, or distribute it to any third party.
Upon termination of the Service Agreement, upon the other party's request, or when no longer necessary for the use or provision of the Service, the User and the Company shall, in accordance with the other party's instructions, return or destroy any media on which Confidential Information is recorded and any copies thereof.

Article 19 (Handling of Personal Information and Data)

The Company shall handle personal information collected in connection with the provision of the Service in accordance with the Act on the Protection of Personal Information (the "APPI") and the data protection laws applicable in the User's place of residence. Details of the handling of personal information shall be as set forth in the privacy policy separately specified by the Company.
The Company shall strictly manage personal information with the duty of care of a prudent manager and shall take reasonable and necessary measures to prevent leakage.
Where any leakage of personal information, unauthorized access, or other infringement of personal information occurs and the Company determines that it may have a material impact on individuals, the Company shall notify the relevant supervisory authority and the affected individuals in accordance with the deadlines and procedures provided by applicable laws.
Users may request the disclosure, correction, suspension of use, or deletion of their personal information in accordance with the APPI and other applicable data protection laws. The Company shall respond within the period prescribed by applicable laws.
The Company shall retain personal information only for the period necessary to achieve the purposes of providing the Service. After such purposes have been achieved or the Service Agreement has terminated, the Company shall delete or anonymize personal information within a reasonable period.
Where the Company transfers personal information outside Japan, the Company shall take measures to ensure an appropriate level of protection in accordance with the APPI and other applicable data protection laws.
The Company shall manage and utilize, within the scope related to the Service for the purpose of improving service functionality, data automatically generated by the system when the User uses the Service, and the User agrees to such handling.

Article 20 (Term and Cancellation)

The Service Agreement shall be effective from the date of formation under Article 3 and shall continue until the User completes the cancellation procedures for the Service or until the Service Agreement terminates in accordance with these Terms.
The User may cancel the Service Agreement at any time through the procedures specified by the Company. However, Users of paid plans may continue to use the Service until the end of the usage period containing the cancellation date, and no refund of already-paid Fees shall be made.
The provisions of Article 5 (Fees), Article 17 (Intellectual Property Rights), Article 18 (Confidentiality), Article 19 (Handling of Personal Information and Data), Article 22 (Loss of Benefit of Term), Article 23 (Severability), Article 24 (Compensation for Damages), Article 25 (Disclaimer), Article 26 (Assignment of Rights and Obligations), and Article 29 (Governing Law and Jurisdiction), as well as the provisions of this Article, shall remain in effect after termination of the Service Agreement.

Article 21 (Termination for Cause)

The User and the Company may, without prior notice or demand to the other party, terminate all or part of the Service Agreement if the other party falls under any of the following:

Where the other party violates these Terms and fails to cure the violation within a reasonable period after the Company has demanded cure;
Where the other party files a petition for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings, or where such a petition is filed against it;
Where the other party is subject to seizure, provisional seizure, provisional disposition, tax delinquency procedures, or other governmental dispositions, and provision of the Service is recognized to be hindered as a result;
Where any bill or check drawn or accepted by the other party is dishonored;
Where the other party engages in conduct that affects or is likely to affect the equipment managed by the Company that is necessary for providing the Service;
Where any other circumstance arises that makes performance of the Service Agreement difficult.

Article 22 (Loss of Benefit of Term)

If the User falls under any of the items of the preceding Article, the User shall, as a matter of course, lose the benefit of term with respect to all obligations owed to the Company.

Article 23 (Severability)

Even if any provision or part thereof of these Terms is found to be invalid or unenforceable, the remaining provisions and the remainder of any provision partially found to be invalid or unenforceable shall continue to have full force and effect, and the Company and the User shall endeavor to amend the invalid or unenforceable provision or part to the minimum extent necessary to make it lawful and enforceable, and to ensure the intent of the invalid or unenforceable provision or part as well as legally and economically equivalent effects.

Article 24 (Compensation for Damages)

Where the Company is liable to the User for damages due to causes attributable to the Company, the amount of such compensation shall be limited to the total amount of Fees paid by the User to the Company under the Agreement during the six (6) months preceding such time.

Article 25 (Disclaimer)

The Company's liability with respect to the Service or the Service Agreement shall be limited to those expressly provided in these Terms. Except as expressly provided in these Terms, the Company shall not be liable for any damages, regardless of the legal basis of the claim, including default of obligations, tort, or any other cause of action.

Article 26 (Assignment of Rights and Obligations)

The User shall not, without the Company's prior written consent, assign or have a third party assume all or part of the rights and obligations arising under these Terms.
Where the Company transfers the business related to the Service to a third party through a business transfer or for any other reason, the Company may, in connection with the succession of such business, assign all or part of its position, rights, and obligations under the Service Agreement to the successor of such business, and the User shall be deemed to have given prior consent to such assignment.

Article 27 (Good Faith)

The Company and the User shall make mutual efforts necessary for the smooth performance of the services, including communications, requests, and confirmations to the other party regarding such services.

Article 28 (Modifications to these Terms)

The Company may modify these Terms at its discretion in any of the following cases:
1. Where the modification of these Terms conforms to the general interests of contracting parties;
2. Where the modification of these Terms does not contravene the purpose of the contract and is reasonable in light of the necessity of the modification, the appropriateness of the modified content, the content of the modification, and other circumstances related to the modification.
In modifying these Terms under the preceding paragraph, the Company shall, by a reasonable period before the effective date of the modified Terms, notify Users of the fact of modification, the content of the modified Terms, and the effective date by posting on the Company's website, sending email, sending SMS, or by other similar methods.
If a User continues to use the Service after the effective date of the modified Terms, the User shall be deemed to have agreed to the modification of these Terms and to the modified Terms.

Article 29 (Governing Law and Jurisdiction)

The validity, interpretation, and performance of these Terms shall be governed by, and construed in accordance with, the laws of Japan.
All disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court for the first instance.

Article 30 (Consultation)

In the event of any doubt regarding the interpretation of any provision of these Terms or any matter not provided for in these Terms, the Company and the User shall consult in good faith and seek a resolution.