# Terms of Use (Translation)
These Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the users of the Service (as defined in Article 2) provided by Quado, Inc. (hereinafter referred to as the “Company”) as well as the rights and obligations of the Company and such users with respect to the use of the Service. All persons intending to use the Service are required to review the entire text of the Terms before agreeing to the Terms.
# Article 1. Scope of Application
1.1 The Terms define the rights and obligations of the Company and the Registered Users (as defined in Article 2), and apply to any relationship between the Company and the Registered Users with respect to use of the Service.
1.2 Rules and regulations concerning the Service posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.
# Article 2. Definitions
For the purposes of the Terms, the following terms shall have the meanings ascribed to them below:
(1) “Intellectual Property Rights" means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the right to acquire such rights or to file an application for the registration of such rights.
(2) “Website” means the website operated by the Company with the domain name https://quado.io, including the website following any changes to the domain name or contents thereof for any reasons.
(3) “Applicant” has the meaning given to it in Article 3.
(4) “Registration Information” has the meaning given to it in Article 3.
(5) “Registered User” means a natural or legal person who is registered as a user of the Service in accordance with the provisions of Article 3.
(6) “Service” means the service of providing (i) FIDO server and (ii) the SDK (Software Development Kit) regarding the FIDO server, named Quado provided by the Company including, any services following any changes to the name or content thereof for any reasons.
(7) “Service Agreement” has the meaning given to it in Article 3.4.
# Article 3. Registration
3.1 Any person that intends to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in the manner specified by the Company.
3.2 The application for registration must be made by the natural or legal person that will use the Service and applications by proxy will not be accepted. For each application for registration, the Applicant shall provide true, correct and current information to the Company.
3.3 The Company may reject an application for registration if:
(1) the Company determines that the Applicant is likely to violate the Terms;
(2) the Registration Information submitted to the Company contains, in whole or part, false or erroneous statements or omissions;
(3) a previous registration of the Applicant for the use of the Service was cancelled;
(4) the Applicant is a minor (miseinensha), an adult ward (seinen-hi-koukennin) , a person under curatorship (hi-hosanin) or a person under assistance (hi-hojonin) and has not obtained the necessary consent of its respective legal representative, guardian, curator or assistant;
(5) the Company determines that the Applicant is an Antisocial Force (which means collectively organized crime groups (boryokudan), organized crime group members, quasi organized crime group members, organized crime group-associated companies, corporate extortionists (sokaiya), rogue persons proclaiming themselves as social activists (shakai undo to hyobo goro), organized special intellectual crime groups (tokushu chino boryoku shudan) and other groups or individuals seeking economic benefit by conducting or using violence, force or fraud), or the Company determines that the Applicant is associated with or involved with any Antisocial Force in any manner such as cooperating or engaging in the maintenance, operation or management of any Antisocial Force through funding or any other method; or
(6) the Company otherwise determines that acceptance of the application for registration would be inappropriate.
3.4 The acceptance or rejection of applications for registration shall be determined by the Company in accordance with criteria established by the Company, including, without limitation, the items of Article 3.3. The registration of an Applicant as a Registered User shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted. The completion of the registration constitutes the execution of the agreement (the “Service Agreement”) between the Registered User and the Company with respect to the use of the Service in accordance with the Terms
3.5 In the event of any change in its Registration Information, the Registered User shall promptly notify the Company of the updated information in accordance with the procedure specified by the Company and submit to the Company the materials as required by the Company.
# Article 4. Use of the Service
During the effective term of the Service Agreement, the Registered User shall be entitled to use the Service in accordance with the Terms and in such manner as specified by the Company.
# Article 5. Fee
5.1 The Registered User shall pay to the Company the fee for the Service in accordance with the price plan chosen by the Registered User from the price list separately provided by the Company (hereinafter referred to as the “Fee”).
5.2 The Fee shall be calculated at the end of every month and the Registered User shall pay the Fee to the Company by the end of the following month in accordance with the method specified by the Company; provided, however, that if there is any other provision regarding the payment rule in the price list separately provided by the Company, such provision shall prevail and the Registered User shall pay the Fee in accordance with payment rule in such provision. The costs for the wire transfer and any other expenses concerning the payment shall be borne by the Registered User.
5.3 In the event that the Registered User fails to pay the Fee, the Registered User shall pay to the Company default interest on any unpaid amounts at a rate of 14.6% per annum.
# Article 6. Management of User ID and Password
6.1 The Registered User shall be fully responsible for the security and safekeeping of its user ID and password (the “Account Information”). The Registered User shall not cause or permit any third party to use the Account Information, and shall not loan, assign, change the registered name of, transfer, sell or otherwise dispose of the Account Information.
6.2 The Registered User shall be responsible and liable for any damage incurred as a result of inadequate management, wrong or improper use or use by a third party of the Account Information, or other similar events. In no event shall the Company be responsible or liable for such damage.
6.3 If the Registered User finds that its Account Information has been stolen or is used by a third party, the Registered User shall immediately notify the Company of such fact and follow the instructions provided by the Company.
# Article 7. Prohibited Activities
7.1 The Registered User shall be prohibited from engaging in any of the following acts with respect to use of the Service:
(1) performing any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Registered Users, or other third parties (including, without limitation, any act which causes such infringement directly or indirectly);
(2) performing an act associated with a criminal act, or an act against public order and good morals;
(3) performing any act which violates any law or regulation, or the internal rules of the entity of which the Company or the Registered User is a member;
(4) transmitting information containing computer viruses or other harmful computer programs;
(5) transmitting through the Service a volume of data which is larger than the size of data specified by the Company;
(6) impersonating a third party or using the Service in the name of a third party;
(7) developing, distributing or providing a service that is the same as, similar to or derived from the Service without the consent of the Company;
(8) performing any act which is likely to interfere with the operation of the Service by the Company; or
(9) performing any other acts determined by the Company to be inappropriate.
7.2 In cases where the Company determines that an act involving transmission of information conducted by the Registered User falls or is likely to fall under any of the items listed in Article 7.1, the Company may delete all or part of such information without any prior notice to the Registered User. The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company pursuant to this Article 7.2.
# Article 8. Discontinuation or Suspension of the Service
8.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the Service without prior notice to the Registered User:
(1) when the Company conducts scheduled or unscheduled inspections, work or maintenance of the computer systems or telecommunications facilities relating to the Service;
(2) when a computer or telecommunications network ceases to operate or function as a result of an accident;
(3) when the Service becomes inoperable due to fire, power failure, natural disaster, or any other cause of force majeure;
(4) when the Service is difficult to be provided in normal status because of suffering large load or obstacles, or the Company determines so;
(5) when the Company acknowledges the possibility that the Registered User or third parties would suffer significant damage by providing the Service because of falsification of data, hacking, etc.;
(6) when the Service becomes difficult to be provided because of (i) the suspension of the telecommunication services provided by the telecommunications carriers or the telecommunication providers inside or outside of Japan or (ii) the suspension of the electric power supply service provided by electric power companies or other public services; or
(7) when for any other reason the Company determines that discontinuation or suspension is necessary.
8.2 The Company may, in its discretion, terminate the Service. In such case, the Company shall give prior notice to the Registered User.
8.3 The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with this Article 8.
# Article 9. Preparation of Equipment
9.1 The Registered User shall, at its own cost and responsibility, prepare and maintain computers, smartphones, software and other devices and communication lines and other equipment and services relating to network that are necessary to enable it to use the Service.
9.2 The Registered User shall, at its own cost and responsibility, prepare and maintain security systems suitable for its settings and conditions for use of the Service to avoid attacks by computer viruses, unauthorized access, information leakage, etc.
9.3 The Company is under no obligation to retain messages or other information transmitted by or to the Registered User through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Company may delete such information at any time at its discretion. The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any such deletion.
9.4 If the Registered User, at the commencement of or during the use of the Service, installs software or programs from the Website onto its computers by way of downloading or other means, the Registered User shall exercise due care in order to prevent any loss or alteration of information held by it, or any fault or damage to its equipment. The Company shall in no event be responsible or liable for any such loss or damage incurred by the Registered User.
# Article 10. Ownership and Intellectual Property Rights
10.1 All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its licensors, and unless otherwise provided for expressly herein, the use of the Service permitted through the registration under the Terms shall not be construed as assigning, or granting any license with respect to, any Intellectual Property Rights relating to the Website or the Service held by the Company or its licensors. The Registered User shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.
10.2 The Registered User shall grant to the Company a sublicensable and royalty-free license to copy, reproduce, modify or otherwise use the texts, graphics, videos and other data transmitted via the Website or the Service by the Registered User within a scope necessary for providing the Service.
10.3 In addition to Article 10.2, the Registered User shall grant to the Company a royalty-free license to use, without any restriction, the trade name, logos, trademarks, etc. of the Registered User (the “Trade Names”) for the purpose of the promotion activities regarding the Service and other services provided by the Company and within the scope necessary for such promotion activities; provided, however, that the Registered User may request the Company to cease using the Trade Names by sending notice in accordance with the procedures specified by the Company.
# Article 11. Cancellation of Registration
11.1 The Company may temporarily suspend use by the Registered User of the Service or deregister the Registered User without any prior notice if:
(1) the Registered User violates any provision of the Terms;
(2) the Registration Information is found to contain false information;
(3) the Registered User uses or attempts to use the Service for such purposes or in such a manner that may cause damage to the Company, other Registered Users, or other third parties;
(4) the Registered User interferes with the operation of the Service by any means;
(5) payment by the Registered User is suspended, or the Registered User becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar proceedings is made with respect to the Registered User;
(6) the Registered User dishonors any note or check issued or accepted by it;
(7) a petition is filed against the Registered User for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;
(8) the Registered User becomes subject to the procedures for tax delinquency;
(9) the Registered User dies or is subject to an order for the commencement of guardianship, curatorship or assistance;
(10) the Registered User has not used the Service for a period of 6 months or more and has not responded to any communication from the Company;
(11) the Registered User falls under any of the items listed in Article 3.3; or
(12) the Company reasonably determines for any reason that the continuation of the registration of the Registered User would be inappropriate.
11.2 In cases where the Registered User falls under any of items listed in Article 11.1, any and all monetary debt of the Registered User to the Company shall become forthwith due and payable and the Registered User shall immediately settle such monetary debt.
11.3 The Registered User may (i) cancel the Registered User’s registration as a Registered User or (ii) cancel the Service Agreement by sending a notice to the Company in accordance with the procedures specified by the Company in the price plan chosen by the Registered User.
11.4 The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with the provisions of this Article 11.
11.5 In the event of the cancellation of the registration pursuant to this Article 11, the Registered User shall return, destroy or otherwise dispose of the software, manuals or any other materials supplied by the Company in connection with the Service, in accordance with the instructions provided by the Company.
# Article 12. Disclaimer and Limitation of Liability
12.1 The Company represents and warrants that the FIDO server provided by the Company to the Registered User in the Service has been certified by the FIDO Alliance as the server satisfying FIDO Authentication. The Company shall make the best endeavor to make the FIDO server available under the certain service level separately designated by the Company in relation to the functions which are designated as the material functions as the FIDO server by the Company.
12.2 The Company makes no warranty except for the warranty set forth in Article 12.1. The Service is provided “as is”, and the Company makes no warranty of any kind, including, without limitation, warranty of fitness for particular purpose, merchantability, completeness or consistency, with respect to the Service.
12.3 The Company does not make any warranty which is not expressly provided for in the Terms even in cases where the Registered User has acquired from the Company, directly or indirectly, any information concerning the Service, the Website, other Registered Users or any other matter.
12.4 Except for setting forth in Article 12.1, The Registered User shall investigate at its own cost and responsibility to determine whether or not its use of the Service will violate any law or regulation applicable to the Registered User or the internal rules of the entity of which the Registered User is a member, and the Company makes no warranty that the use of the Service by the Registered User will comply with the laws and regulations applicable to the Registered User and the internal rules of the entity of which the Registered User is a member.
12.5 The Registered User shall, at its full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service or the Website which arise between the Registered User and other Registered Users, users who use the service using the Service provided by the Registered User or other third parties. In no event shall the Company be responsible or liable for such matters.
12.6 In no event shall the Company be responsible or liable for any suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any message or information of the Registered User, cancellation of the registration of the Registered User, loss of data or failure of or damage to equipment through use of the Service, or any other damage incurred by the Registered User in connection with the Service.
12.7 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.
12.8 In no event shall the Company be responsible or liable for the damage incurred by the Registered User in connection with the Service. Even if the Company is responsible or liable for the damage by any reasons, the responsibility and liability of the Company for such damage shall be limited to the total amount that the Company actually receives from the Registered User during the 3 months preceding the date on which the cause of such damage occurs.
# Article 13. Indemnification by the User
13.1 The Registered User shall indemnify and hold harmless the Company from and against any damage incurred by the Company resulting from any breach by the Registered User of any provision of the Terms or in relation to use by the Registered User of the Service.
13.2 The Registered User shall immediately notify the Company of any claim against the Registered User brought by other Registered Users or other third parties in connection with the Service or of any dispute arising between the Registered User and any of the other Registered Users or other third parties, and shall settle such claim or dispute at its own cost and responsibility and, upon the Company’s request, report the processes and results of the settlement to the Company.
13.3 In cases where a claim is brought against the Company by other Registered Users or other third parties for infringement of rights or for any other reason with respect to the use of the Service by the Registered User, the Registered User shall compensate the Company for any amounts that the Company is required to pay to such other Registered Users, or other third parties as a result of such claim.
# Article 14. Confidentiality
14.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company and the Registered User which may be provided or disclosed by either party (the “Disclosing Party”) to, or comes to the knowledge of, the other party (the “Receiving Party”) in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Receiving Party at the time when the information is provided or disclosed by the Disclosing Party to or comes to the knowledge of the Receiving Party; (2) which becomes publicly known through publication or otherwise without fault of the Receiving Party after the information is provided or disclosed by the Disclosing Party to or comes to the knowledge of the Receiving Party; (3) which the Receiving Party has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Receiving Party has developed independently of the Confidential Information, or (5) which is confirmed by the Disclosing Party in writing to be excluded from the obligation of confidentiality.
14.2 The Registered User shall use the Confidential Information of the Company solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information of the Company to any third party without the Company’s prior written consent.
14.3 The Company shall use the Confidential Information of the Registered User solely for the purpose of providing the Service or other purposes for which the Company is allowed to use the Confidential Information under the Terms, and shall not provide, disclose or divulge the Confidential Information of the Registered User to any third party without the Registered User’s prior written consent.
14.4 Notwithstanding Article 14.2 and 14.3, the Receiving Party may disclose the Confidential Information when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Disclosing Party by the Registered User.
14.5 The Receiving Party shall first obtain the prior written consent of the Disclosing Party if it intends to reproduce any document or magnetic storage media containing the Confidential Information, and shall keep the reproductions under strict control in the same manner as provided for in Article 14.2 or 14.3.
14.6 At any time upon request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or destroy the Confidential Information and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Disclosing Party.
# Article 15. PERSONAL INFORMATION
The Company shall carefully treat the personal information (defined in Paragraph 1 of Article 2 of the Act on the Protection of Personal Information) acquired by the Registered User in accordance with the privacy policy separately provided by the Company. The Registered User shall give the consent to the Company regarding the use of the information acquired by the Registered User in accordance with the privacy policy separately provided by the Company.
# Article 16. Effective Term
The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered User, and remain in force and effect between the Company and the Registered User until the earlier of the termination of the registration or the cessation of the provision of the Service.
# Article 17. Amendment and Changes to Terms, etc.
17.1 The Company reserves the right to make amendments or changes to the contents of the Service without restriction.
17.2 The Company reserves the right to make amendments or changes to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article 17). In the event of any amendment or change to the Terms, the Company shall notify the Registered User to that effect. If the Registered User uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment and change made to the Terms.
# Article 18. Notice
Any inquiries with respect to the Service or other communications or notices from the Registered Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.
# Article 19. Assignment of Terms
19.1 The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of its status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.
19.2 In cases where the Company assigns the business related to the provision of the Service to a third party by any means, such as through a business transfer or company split, the Company may, as a part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance.
# Article 20. Entire Agreement
The Terms constitute the entire agreement between the Company and the Registered User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered User with respect to the matters contained herein.
# Article 21. Severability
If any provision of the Terms or part thereof is held to be invalid or unenforceable under the laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.
# Article 22. Survival of Provisions
The provisions of Articles 5 (to the extent that the Fee is unpaid), 6.2, 7.2, 8.3, 9, 10, 11.2, 11.4, and 11.5, 12.2 through 12.8, 13, 14, 15, and 19 through 23 shall survive the expiration or termination of the Terms and remain in full force and effect; provide, however, that Article 14 shall survive only for 5 years from the expiration or termination of the Terms.
# Article 23. Governing Law and Jurisdiction
The Terms shall be governed by the laws of Japan without regard to conflict of laws principles. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court in the first instance.
# Article 24. Resolution Through Discussion
Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered User.
# Article 25. Language
The original language of the Terms shall be in Japanese and this English version is made only for the purpose of the English translation. If there is any conflict between Japanese and English, Japanese shall prevail.