Article 1 (Application of Terms of Service)

DirectCloud, Inc. (hereunder referred to as “DirectCloud”) stipulates herein the Terms of Service of DirectCloud (hereunder referred to as the “Terms of Service”) to provide subscribers DirectCloud’s service (hereunder referred to as “the service”).

Article 2 (Definition of terms)

Terms used herein shall have the meanings below.

• (1) “DirectCloud” collectively refers to the services below. It shall also contain kinds and names of services which will be possibly provided in the future or added to revised and improved versions.
• ・DirectCloud
• (2) “The system” means the server and network facilities to which DirectCloud gives subscribers permission to use in accordance with the Terms of Service.
• (3) “The website” means the site DirectCloud operates online in order for the subscribers to use the service”.
• (4) “The subscriber” means the one who signed up to the service contract with DirectCloud in accordance with the Terms of Service.
• (5) “The user” means the one who signed up as a user and is able to use the service in accordance with the proceedings that DirectCloud stipulates, and based upon the service contract for subscribers.

Article 3 (Range of the Terms of Service)

• 1. The terms of service shall be applicable to all the relations of the service between subscribers and DirectCloud.
• 2. The terms and conditions for the use of the service notified, as needed, by means prescribed separately in order to ensure smooth operation shall constitute a portion of the Terms of Service.

Article 4 (items other than the service)

• 1. Those items listed below shall not be covered by this service and be dealt with at the discretion and responsibility of the subscribers and DirectCloud shall not bear any responsibilities.
• (1) Storing and management of computer devices, telecommunication devices, telecommunication lines and other network facilities other than this system necessary for the use of the service, and storing and management of the contents.
• (2) Recovery form discontinuation and failure of the service for the following reasons
• a. Aforesaid devices and facilities
• b. Improper use by a subscriber or a user, or other discontinuation or failures which attribute to a subscriber or a user
• c. Discontinuation or failures due to negligence or failure by a third party
• d. Discontinuation or failures due to reasons that cannot blame either DirectCloud or the subscribers, such as blackout, fire, earthquake and labor disputes
• (3) Matters that are not stipulated as DirectCloud’s responsibilities in the foresaid items and the service specification
• 2. In case a subscriber requests DirectCloud to provide service in relation to matters that are not included in DirectCloud’s service set forth in the previous section, both parties discuss the terms and conditions for such provision separately and move into action upon written consent of both parties.
• 3. In case DirectCloud needs to take an action which is stipulated in the following items due to matters which are not included in this service, or , at a subscriber’s request, the subscriber shall bear the cost after giving the prior notice and consent.
• (1) Change of the range of the system or its functional specification
• (2) Change of the contents of maintenance and operation in relation to the system

Article 5 (How to apply for this service and change contract)

• 1. Application for the service is made by clicking the “I agree” button after filling in all required items on the application screen of DirectCloud’s website, or by filling out the DirectCloud’s application form with signature and seal.
• 2. Contract shall be completed after DirectCloud receives and accepts the aforesaid application. However, DirectCloud will possibly not accept the application in such cases below.
• (1) In case a subscriber doesn’t follow DirectCloud’s application procedure
• (2) In case DirectCloud judge that a business or technical problem will or could rise when providing the service
• (3) In other cases when DirectCloud judge as improper
• 3. A subscriber shall give notice to DirectCloud immediately in case any change occurs in an application form which was submitted to DirectCloud in accordance with this article.
• 4. Plan changes during the contract period for the convenience of the contractor shall be as follows.
• (1) The change from the current plan to the higher-level plan shall be handled by applying using the application form. The contract renewal procedure is targeted to be completed within 5 business days after application.
• (2) For changes from the current plan to the subordinate plan as well as partial cancellation of options, only the contract renewal month will be accepted. Changes during the period other than the contract renewal month will not be accepted.

Article 6 (Fees of the service)

Fees for the service (hereinafter referred to the “service fees”) shall be the total amount of the monthly basic fee and optional fees for the service which are separately stipulated plus the consumption tax. However, no fees are charged in case subscribers use the free version of this service or within a free-of-charge period which is stipulated at the time of signing of the contract for the service.

Article 7 (Contract period of the service)

The contract term of this service is 12 months from the start of service use in all plans. IF there is no offer to cancel from the contractor, it is automatically renewed for 1 year under the terms of the contract, and the same shall apply thereafter.

Article 8 (Billing and payment of usage fee)

• 1. There are two ways to pay usage fee: monthly payment method in which a user pays usage fee from the first day to the last day of a month by the end of the following month; lump-sum payment method in which one pays usage fee for a year in advance.
• 2. Subscriber may select one from the payment methods above and shall pay a bill by a method that DirectCloud has specified after DirectCloud issues a bill. In addition, any expenses such as a bank transfer fee for payment shall be borne by the subscribers.
• 3. Subscribers shall pay for delayed damages at an annual rate of 3% stating at the following day of the due date until they complete all the payment if they don’t pay the service fee even after the due date.
• 4. The subscriber shall bear the fee for use and agree that the usage fee once paid will not be refunded irrespective of the reason.
• 5. Subscribers shall have obligations to provide DirectCloud complete and accurate information on payment and the contact address.

Article 10 (Supports)

• 1. DirectCloud shall provide subscribers support in relation to this service within the scope below.
  ・A free-of-charge support through e-mail or by phone from 10:00 – 18:00 weekday (excluding Saturdays, Sundays, national holidays and year-end and new-year holidays)
• 2. Subscribers shall make reasonable efforts by themselves to solve problems necessary for DirectCloud’s supports before they have such a support.

Chapter 3 Responsibilities of Subscribers

Article 11 (Responsibilities for management of the account)

• 1. DirectCloud shall give an administrator’s ID, password and others needed to access this website. Subscribers shall manage them at their own responsibilities and shall not disclose and provide them to a third party other than a subscriber and its employees.
• 2. Subscribers shall manage an administrator’s ID, password and others needed to access this website on their own responsibility and DirectCloud shall not bear any responsibility if subscribers cause damages due to their leaks, mistakes for use and unauthorized use by a third party, provided, however, that DirectCloud commits willful misconduct and gross negligence.
• 3. In case subscribers cause to DirectCloud the damages due to the leaks, mistakes for use and unauthorized use by a third party in relation to an administrator’s ID, password and others, the subscribers shall bear responsibilities for paying compensations for all the damages caused by those acts in accordance with the previous section.

Article 12 (Usage limit of the service)

• 1. Subscribers themselves or the users shall not distribute the following information using this service.
• (1) Information which is or could be against public order and morals such as obscenity, gambling and violence.
• (2) Information which induces or could induce criminal acts.
• (3) Information which brings or could bring unfair competition.
• (4) Information which infringes or could infringe on other’s copyrights and other rights.
• (5) Information which infringes or could infringe on other’s privacy and others.
• (6) Information which stains or could stain other’s reputation and credibility, or slanders or could slander them.
• (7) Information which contributes or could contribute to discrimination of genders, peoples and races.
• (8) Information which includes or could include harmful programs.
• (9) Information which is or could be the one for purposes other than telecommunication, such as junk, spam and chain mails.
• (10) Information which disturbs or could disturb operation of the service and DirectCloud’s business transaction.
• (11) Information which is or could be against laws and regulations.
• (12) Information whose distribution is undertaken by a third party.(except in cases DirectCloud authorizes it.)
• (13) Other information such as the one DirectCloud judge as improper.
• 2. DirectCloud may gain access to information that was or will be distributed by subscribers in case such information could be against the said provisions or disturb proper operation of DirectCloud’s service.
• 3. DirectCloud may request improvements to a subscriber setting a certain period if DirectCloud judge that the subscriber is violating the provisions of the first section. DirectCloud may immediately suspend provision of the service to the subscriber, if the subscriber doesn’t rectify the situation. In that case, such a subscriber shall pay monthly service fee for such a month.
• 4. DirectCloud shall encourage improvement by giving notice to a subscriber in advance in case a subscriber uses the service exceeding the maximum of data transfer capacity or storage capacity. DirectCloud could suspend a part or all the functions of the service only if DirectCloud cannot see their intention to improve the situation after the notification.
  Furthermore, the maximum of data transfer capacity for downloading available for subscribers are up to the same amount of the contracted disc capacity.

Article 13 (Responsibilities on use of the service)

• 1. Information (contents) which is provided or transmitted using this service by subscribers and others shall be provided or transmitted at their own risk and DirectCloud shall not guarantee any of the contents and bear any responsibilities for the damages caused by it.
• 2. In case a third party makes complaints or claims damages to DirectCloud in relation to the use of the service by a subscriber or a user, the subscriber shall deal with such complaints and claims to solve the problems. In case DirectCloud suffers damages (including substantial legal fees to deal with it) due to such complains and claims, the subscriber shall bear responsibility for compensating DirectCloud for such damages.
• 3. Management of original data, processing data and backup which are dealt with using the service shall be all done on a subscriber or a user’s own responsibilities, DirectCloud shall bear no responsibilities for bugs of software used in the service or data loss caused by the facility disorder and others.
• 4. Subscribers shall comply with the terms of use provided by the company for the use of the service.Subscribers shall be directly responsible for any actions that may cause a system failure.
• 5. DirectCloud may limit or temporarily stop the provision of the service for checkups and maintenance of telecommunication facilities by giving a notice to subscribers at least a week before by means that DirectCloud specifies, such as posting the notes on DirectCloud’s website.
• 6. In case subscribers’ data stored in the storage of the system or the data which subscribers manage and use are lost due to the intention or negligence of the subscriber, damaged or leaked, or used for purposes other than original intentions beyond our perception, DirectCloud shall not bear any responsibilities for the damage, directly or indirectly, caused by the subscriber or the third party whatever the reason.
　

Article 14 (Provision of API)

• 1. DirectCloud may provide API to subscribers to build a server and provide and manage service on our network environment for limited service plans.
• 2. The copyright and the intellectual property right on API shall attribute to DirectCloud. Subscribers shall not use API for purposes other than intentions stipulated in the previous section, unless otherwise approved by DirectCloud in advance.
• 3. DirectCloud shall not guarantee that API has no defects, is suitable to a specific purpose, doesn’t infringe on a third party’s rights and is provided on a continuous basis. The judgement regarding the use of API shall be made on a subscriber’s responsibility, and DirectCloud shall not take any responsibilities for the subscriber or the third party’s loss and damage of data and stop or failure of the server or other facilities by using API.

Article 15 (Service Level Agreement)

• 1. DirectCloud applies Service Level Agreement (SLA) which is stipulated in this article for a part of the service DirectCloud specifies.
• 2. In case availability factor for the server or others exceeds the lower limit that DirectCloud guarantees caused by reasons attributable to DirectCloud, DirectCloud shall decrease a part of the subscriber’s payment for the monthly usage fee.The terms of the reduction are as follows.
• (1) When the company confirms the fact of failure by notifying the company that the Subscriber is experiencing a failure
• (2) When we confirm the facts of the failure and notify the contractor
• 3. In case reasons of why a server and others were not operated are caused by either of the following items, the article shall not be applicable.
• (1) In case a failure occurs on the line for connecting the network
• (2) In case a failure occurs caused by facilities outside the management
• (3) In case DirectCloud conducts maintenance
• (4) In case DirectCloud makes a stop as one of the services’ function (reboot of the server along with failover)
• (5) In case a failure occurs due to disasters, endemic diseases, and sabotage by a malicious third party
• (6) In case a failure occurs due to acts against obligations stipulated in Terms of Service
• 4. SLA set forth in this article stipulates all of the DirectCloud’s responsibilities for damages which subscribers suffer in relation to this service and DirectCloud shall not bear any responsibilities for suspension of the server, data losses, damages, leaks and other damages caused in relation to this service.
• 5. For the reduction application, the application procedure concerning the reduction by 20 days of the following month from the date of our system recovery shall be carried out by mail. If the reduction procedure is not carried out within the period, it shall not be subject to reduction. The application form shall be received only in the application of the "Directcloud Service Quality Assurance System reduction application" which is published in the Service Quality assurance system. If you cannot confirm your application after receipt, Disable the reduction application.

Article 16 (Cancellation of the contract by a subscriber)

The following is the provisions for cancellation of the contract by a subscriber.

• (1) Any monthly payment contract or annual payment contract shall submit a cancellation application to us until 25th day of the previous month's expiration date (hereinafter referred to as "cancellation application deadline").
  For those that can confirm cancellation by our designated procedures before the cancellation application deadline, we will terminate the contract at the end of the next month.
  If it is submitted beyond the cancellation application deadline, the contract will be canceled at the end of the second month. In that case, the monthly fee shall be paid up to the month after the cancellation application month.
• (2) When canceling this contract at a time not later than the expiration of the contract period after the start of service use and after renewal, the monthly expenses of the remaining period shall be paid to us at once.
• (3) All obligations of the contractor shall not be extinguished until the obligation is fulfilled even after the cancellation notice of the use contract is made.
• (4) The Company shall be able to regard the intention to cancel the subscription contract by the contractor as a cancellation intention indication of the use contract concerning all option services accompanying the use contract.

Chapter 4 Handling of Information

Article 17 (Handling of Derived Information)

• 1. "Derived information" is data newly generated by our AI analysis of the data stored in the Service by the Subscriber. Derived information is encrypted and consists only of numbers, so that it cannot be deciphered by human.
• 2. All rights to use the Derived Information and all intellectual property rights and other rights related to the Derived Information belong to our company.

Article 18 (Confidentiality)

• 1. Subscribers or users and our company will know the sales, technical or other business secrets of both parties (including the contents of this contract, the contents of the service specification of this service, etc.) It shall be used only for the use of this service and shall not be disclosed or leaked to a third party without the consent of both parties. However, if information is required to be disclosed by law, court, police, government agency or other public organization, it shall be disclosed after both parties are notified in writing.
• 2. Information of the each item below shall not be applicable to the confidentiality of the article.
• (1) Information that is already publicly known and information that has become publicly known regardless of the responsibility of a subscriber or a user and our company after using this service of the contractor.
• (2) Information that a subscriber or a user and our company had already had before they acquired in this service
• (3) Information that a subscriber or a user and our company develops or detects on their own accord without relying on information acquired by this service
• (4) Information that a subscriber or a user and our company acquires legally from a third party who has a due light without bearing obligation for confidentiality
• 3. The provisions set forth in this article shall be effective even after the termination of the contract for this service.

Article 19 (Handling of information)

• 1. DirectCloud shall deal with personal information such as a subscriber’s information and a user’s information collected by their using the service and other information in accordance with the Personal Information handling policy that DirectCloud stipulates separately. We will endeavor to keep your personal information accurate and up-to-date, and take necessary and appropriate safety management measures to protect you from unauthorized access, alteration or leakage.
• 2. A subscriber shall manage data stored at this service at a subscriber’s own risk, and DirectCloud shall not see and confirm the information or disclose it to a third party except the situations at each item below.
• (1) In case a subscriber is requested to disclose the information by laws or from a judicial organ, an administrative organ or other regulatory bodies.
• (2) In case the disclosure is urgently needed to protect important interests such as subscribers’ or public lives, health and properties.
• (3) In other cases when DirectCloud judges that it could disturb proper operation of the service.
• 3. Subscribers retain full ownership of the data (text, images, videos, and various other files) stored on the Service. We make no claim to the subscriber's stored data.
• 4. Operation logs when using DirectCloud are also strictly managed on the administrator page, and the owner belongs to the subscriber.
• 5. We categorize, refine, process and record large amounts of log information associated with all file operations on the DirectCloud Root system to provide better services. However, these log processes are encrypted so that they cannot be viewed, and all processes are automatically executed. Therefore, an attempt is made to complete all the processing without being censored.

Article 20 (Tasks of a system manager)

• 1. Subscribers shall select a person in charge of the system management regarding use of the service and notify it to DirectCloud.
• 2. The system manager set forth in the previous section shall conduct the tasks stipulated in each item below.
• (1) Receive notification regarding the service between a subscriber and DirectCloud, and carry out necessary discussions
• (2) Give necessary instructions to in-house stakeholders of the subscriber to promote proper use of the service
• (3) Try to maintain in-house facilities and supplies of the subscriber to promote proper use of the service
• (4) Tasks other than the previous items such as matters previously agreed between subscribers and DirectCloud

Article 21 (Attribution of intellectual property)

• 1. All the programs which create the environment to operate the system and the service, , software, services, proceeding, copyrights to trademarks and the trade name, industrial property rights, intellectual property rights and any other rights shall attribute to DirectCloud or other legitimate owners, and shall not assign those rights to a subscriber. Furthermore, DirectCloud shall not grant a license to a subscriber beyond the scope of provisions in the Terms of Service.
• 2. Subscribers shall deal with the system and the service as stipulated in the items below.
• (1) Subscribers shall not use this service for purposes other than using this service.
• (2) Subscribers shall not carry out replication, modification and editing as well as reverse engineering, reverse compile or disassembling.
• (3) Subscribers shall not lend, assign them or grant security whether it is for the purpose of profit.
• 3. The provisions of the article shall be effective after the contract for the service terminates.

Article 22 (Suspension of the service and cancellation of the contract by DirectCloud)

• 1. DirectCloud shall suspend provision of all or a part of the service without prior demand and may terminate the service contract in case a subscriber is applicable to either item below.
• (1) In case subscribers are subject to punishment because the bill or check they issued were dishonored; in case attachment, provisional attachment, temporary injunction or allegation for a foreclosure sale was made; in case subscribers are subject to punishment because they fall behind on their tax payment; in case subscribers start to seek protection from their creditors under a law designed for troubled financial institutions or make allegation for civil rehabilitation proceedings or enters into liquidation; in case subscribers try to dissolve themselves or assign all or an important part of it to a third party; or other cases when subscribers have substantial reasons which are recognized that property status exacerbates or could exacerbate
• (2) In case subscribers disturb operation of the service or harm DirectCloud’s reputation and credibility
• (3) In case there are false entry or blank in the application form for the service, application form for any change regarding the service or other notices
• (4) In case subscribers are subject to cancellation of business license granted by a supervisory agency, or punishment such as suspension
• (5) In case any event that make subscribers difficult to perform the Terms of Service occurs
• (6) In other cases when subscribers are against provision of the Terms of Service
• (7) In case subscribers fail to pay the service fee for thirty (30) days
• (8) In case DirectCloud are not able to confirm the evidence of use more than 6 months from the following day of the last accessed date by a subscriber for the free version
• 2. DirectCloud may suspend provision of all or a part of the service upon prior notice, or subsequent one at the time of emergency, in case grands of either item blow arises.
• (1) In case DirectCloud carry out maintenance or inspection for the system regularly or in an urgent manner
• (2) In case failure and others occur in this system
• (3) In case DirectCloud have difficulty in providing the service for the reasons which doesn’t attribute to DirectCloud such as blackout, fire, earthquake or labor disputes
• (4) In addition to the previous items, when DirectCloud have difficulty in providing the service for the operative or technical reasons
• 3. DirectCloud shall terminate the contract upon notice to subscribers in case they cannot use the system due to losses or damages of all or a part of the system and there is no possibility to restore it caused by natural disasters and other act of God.
• 4. Company may abolish all of the service and cancel the contract by notifying it to subscribers at least ninety (90) days before whether there is a reason for it or not. However, the period may be shortened when DirectCloud is caught in unavoidable circumstances.
• 5. DirectCloud may cancel the contract in case subscribers are against the Terms of Service but they don’t correct such violation within thirty (30) days after DirectCloud demand the correction. Furthermore, DirectCloud may cancel the contract without demand when the violation when subscribers are against the terms of service and DirectCloud recognize that the violation poses significant problems on DirectCloud’s business operations.
• 6. Subscribers shall forfeit the benefit of time in relation to any obligations to DirectCloud regarding use of the service and pay outstanding debts to DirectCloud immediately. Furthermore, subscribers shall immediately pay the amount equivalent to the monthly fee for the rest of the contract period.
• 7. DirectCloud shall not bear any responsibilities to subscribers and others unless otherwise provided in the Terms of Service, even if the service is temporality stopped or the contract is terminated as provided in the article. However, subscribers shall not bear obligations for payment of the service fee for the rest of the contract period stipulated in Article 7 in case the contract is cancelled due to the reasons provided in section 3 of this article.
• 8. Subscribers shall not bear responsibility for payment of the service fee for the rest of the contract period stipulated in Article 7 in case the contract is terminated due to reasons which attribute to DirectCloud.

Article 23 (Non-involvement with antisocial forces)

• 1. Subscribers and DirectCloud declare that both parties shall not be applicable to be either of (1)~ (8) below and undertake not to be so in the future.
• (1) Be a gang, a gang-related company, a corporate racketeer, a political racketeering organization, an organized crime syndicate or their member or one who is equivalent to their member (hereinafter referred to “a crime syndicate or others”, or those who quite a crime syndicate less than five (5) years ago.
• (2) have a relationship that are recognized that a crime syndicate or others control the management
• (3) have a relationship that are recognized that a crime syndicate or others are substantially involved in management
• (4) Use a crime syndicate or others or be using a crime syndicate or others
• (5) Provide funds or promote convenience or be providing funds or promoting convenience to a crime syndicate or others
• (6) Or other situations in which involvement with a crime syndicate or others is reasonably suspected by a third party organization and others
• (7) Have the fact that the party itself or by the use of a third party has acted or had an attitude which could be recognized that the party or those who was involved were a crime syndicate or others
• (8) Or other situations in which involvement with a crime syndicate or others is reasonably suspected by a third party organization and others
• 2. DirectCloud may terminate all or a part of the contract without any demand in case DirectCloud find out that either party is applicable to either (1) or (8) above. In that case, DirectCloud shall not have liabilities for the damages caused by it. However, DirectCloud may claim compensation for damages DirectCloud incurs from the subscriber.
• 3. Regarding provisions of section 1 and section 2 of this article, The scope of subscribers shall not be limited to activities as a corporate body but include board members, executive officers such as an auditor and shareholders who have substantial influence on continuation of the business.

Article 24 (Handling when the service is terminated)

• 1. If the contract expires, terminates the agreement or is terminated pursuant to article 16 or article 22. The Contractor shall not be able to use the system at all, and should return or dispose of any goods provided by us (including the service specifications of the service) immediately to us.
• 2. All data remaining after the contract ends and 60 days from it can be removed by us.
• 3. Even if the damage is caused to the subscriber by the deletion of the data, etc. by the previous two items, we shall not bear the responsibility at all.

Article 25 (Damages)

• 1. Subscribers shall bear responsibility for paying compensation for damages in case they cause such damages to DirectCloud against the Terms of Service.
• 2. In case a subscriber cause damages to a third party by using this service and the third party claims it by complaining or others, a subscriber shall solve the problem on its own and shall not place any responsibility on DirectCloud except for reasons which attribute to DirectCloud.
• 3. DirectCloud shall not bear any responsibilities to subscribers or others for any results from the use of the service whether the reasons are failure of the system, invasion to the system by a third party or a dispute of commercial transaction, provided, however, that there are special terms and conditions under the Terms of Service or it is caused by the willful misconduct or gross negligence.
• 4. The upper limit of accumulated amount of the damage compensation assumed by DirectCloud shall correspond to the total usage fee for the most recent six months (If the period is less than six months, the total usage fee paid to DirectCloud) paid by the subscriber. However, DirectCloud shall pay damages occurred directly and practically.
• 5. DirectCloud shall not bear any responsibilities to subscribers for the free version regardless of the provisions in the article.

Article 26 (Notices)

Notices shall be given between a subscriber and DirectCloud by way of each item below or the way that DirectCloud specifies separately.

• (1) The way a receiver of a notice sends an Email to the e-mail address previously specified in written form. In addition, the notice by an email shall be deemed to be delivered at the time when the email is delivered in normal way to a server where the recipient of the notice manages e-mail addresses and the recipient receives the notice.
• (2) The way a message is posted on the top screen of the manager function which DirectCloud provides.

Article 27 (Recontract)

DirectCloud shall not guarantee restoration of data and others and continuous use of a subscriber’s previous contract even though a subscriber wishes to make a contract and conclude a new contract after the previous contract for the service was cancelled or terminated.

Article 28 (Limitation of assigning rights and responsibilities)

Subscribers shall not lend all or a part of rights and responsibilities in relation to this contract and assign or provide collaterals without prior written consent from DirectCloud.

Article 29 (Dispute resolution)

• 1. Matters not stipulated in the contract for use of the service or the Terms of Service which arise in relation to this contract shall be settled through consultation in good faith and solved peacefully.
• 2. The governing law in relation to the contract of use of the service or the Terms of Service shall be the laws of Japan.
• 3. A summary court or a district court which governs the locations of the head office or a branch office shall have exclusive primary jurisdiction with respect to all disputes arising with respect thereto.

Article 30 (Other terms)

• (1) In the event of discrepancy between the English version and the Japanese version of the Terms,the Japanese-language version shall prevail.
• (2) Notification to the subscriber will be made in accordance with Article 26 when these Terms and Conditions are revised.