booost Sustainability Terms of Use

Article 1 (Terms of Use)

This Terms of Use for booost Sustainability (this “TOU”) stipulates the terms and conditions under which you (the “Customer”) may use booost Sustainability (the “Platform”) and various services provided in the Platform (individually or collectively, the “Services”; the Platform and the Services hereinafter collectively referred to as the “Services, etc.”) operated by Booost, Inc. (the “Company”).

Article 2 (Platform)

The Platform allows the Customer, through the use of the Services, to collect, manage, and analyze its own and its suppliers’ data related to sustainability, which can lead to an improvement in corporate value, and to conduct efficient energy savings, introduce renewable energy, energy management, etc. towards decarbonization. The Platform is available to the Customer who uses the Services (including the Customer’s suppliers for part of the Services).
In providing the Platform, the Company does not guarantee its data processing speed or quality. When the Customer uses the products and services provided by other providers or organizations in the Platform, it shall comply with the terms of use and agreements executed with such other providers or organizations. If the Customer uses the Platform in violation of the applicable terms of use or agreements, the Company shall not be liable for any such actions.
The Customer agrees in advance that the Company may add, change or delete all or part of the content and functions of the Platform.
The Company shall not be liable to the Customer for any damage caused to the Customer due to a decrease in the data processing speed or any other failure for any unexpected reasons including excessive access or as a result of the measures specified in the preceding paragraph.
Notwithstanding the provisions of paragraph 1 of Article 10, the Customer may disclose its login information to a third party to whom the Customer outsources its business and have such third party use the Platform, with the prior consent of the Company; provided, that, in such a case, the Customer shall, at its own responsibility, have such third party comply with this TOU, and shall be liable for any breach of this TOU by such third party, which breach shall be deemed a breach by the Customer.

Article 3 (Services)

For the content and functions of the Services, please refer to the service page for each individual service.
In providing the Services, the terms of use stipulated by the Company for each individual service, the application documents submitted by the Customer to the Company, and the list of fees and any other explanatory materials presented by the Company to the Customer (collectively, the “Materials”) shall apply, in addition to this TOU.
The Customer agrees in advance that the Company may add, change, or delete all or part of the content and functions of the Services as deemed necessary by the Company.
The Company shall not be liable to the Customer for any damage caused to the Customer as a result of the measures specified in the preceding paragraph.

Article 4 (Use of Services, etc.)

A customer who wishes to use the Services, etc. shall select the desired type, plan, and options of the Services and apply for use using the application form or written application prescribed by the Company.
Upon submission of the application set forth in the preceding paragraph, the Customer will be deemed to have consented to being bound by this TOU and the Materials (collectively, the “TOU and Materials”). In case of any inconsistency between the content stated in the Materials and the content of this TOU, or if any agreement is made in writing between the Customer and the Company that is inconsistent with this TOU, the content stated in the Materials or such agreement shall prevail, respectively.
If the Company accepts the application under paragraph 1 of this Article and notify the Customer to that effect, an agreement for use of the Services, etc. (the “Agreement”) shall be established between the Customer and the Company in accordance with the content of the TOU and Materials. The Company may, at its discretion, decide whether or not to accept the application of the Customer.
The provisions of the TOU and Materials shall also apply to free trials or free services.
If suppliers of the Customer use the Platform as part of or in connection with the Services, such suppliers shall also comply with this TOU. The Customer shall properly supervise such suppliers on the use of the Platform, including ensuring that such suppliers comply with this TOU. In the event where such suppliers breach this TOU, the Customer shall be jointly and severally liable for such breach.
Notwithstanding the provisions of the preceding paragraphs, when the Customer uses the Services, etc. (including free trials or free services), the Customer shall be deemed to have consented to being bound by the TOU and Materials.
In the event of any doubt regarding the information provided by the Customer in the application as set forth in paragraph 1 of this Article, the Company may request that the Customer provides necessary explanations or materials. In such a case, the Customer may not refuse such request without justifiable grounds.

Article 5 (Outsourcing)

The Company may, at its own responsibility, outsource a part of the Services, etc. to a third party in connection with the provision of the Services; provided, that in such a case, the Company shall be responsible for the management of the outsourcee.

Article 6 (Service Fees)

The Customer shall pay to the Company, as a fee for using the Services, etc., the amount set forth in the list of fees separately set forth by the Company.
The Company shall issue an invoice to the Customer by means of electromagnetic recording no later than the last day of the month containing the start date of the applicable period for the fee for using the Services, and the Customer shall pay the invoice by account transfer or remittance to the bank account designated by the Company no later than the last day of the following month after receipt of the relevant invoice. The bank transfer fee shall be borne by the Customer.
The fees for the use of the Services, etc. shall be paid on a yearly basis with the provisioning start date (meaning the date on which the Company actually starts to build the environment for the use of the Services, etc. after it receives an application for the use of the Services, etc. from the Customer; the same shall apply hereinafter) as the first day of the period for the calculation (if the Agreement is renewed, the fee for the use of the Services, etc. shall be paid for each one (1) year period from the renewal date); provided, that, the fee may be paid by a method other than annual payment if the Company and the Customer separately agree in writing.
If the Agreement is terminated during the period covered by the fee for using the Services, etc., the fees shall not be calculated on a prorated daily basis.
The Company may amend the content of the list of fees by giving at least one (1) month’s prior notice to the Customer. In such a case, the revised fees shall apply from the date separately specified by the Company.

Article 7 (Suspension of Services)

In the event of any delay in payment by the Customer of any part of the fees for the use of the Services, etc. or any other money payable to the Company (including any fees for use of the services other than the Services), the Company reserves the right to suspend all or part of the services to be provided to the Customer pursuant to the Agreement.
In the event set forth in the preceding paragraph, the Company may request that the Customer provides a deposit (not limited to the unpaid amount at the relevant time) or other security necessary to secure the performance of the Customer’s obligations under the Agreement.
The Company shall not be liable to the Customer for any damage caused to the Customer as a result of the measures specified in paragraph 1 of this Article.

Article 8 (Burden of Expenses)

In addition to the fees for using the Services, etc., the Customer shall bear the expenses required for the execution of the Agreement and the performance of its obligations (including transfer fees and other expenses).
If, in addition to the expenses set forth in the preceding paragraph, any expenses are incurred in connection with the provision of the Services, etc. by the Company, the burden of such expenses shall be determined through consultation between the Customer and the Company.
If the Customer fails to pay the fees for using the Services, etc. or any other money payable to the Company by the due date, the Company may impose on the Customer a late payment fee at a rate of 14.6% per annum from the day following the due date until the date of full payment.

Article 9 (Provision of Necessary Information)

The Customer shall provide the Company with the information necessary for the provision of the Services, etc. as requested by the Company.

Article 10 (Management of Login Information, etc.)

The Customer shall, at its own responsibility, properly manage and use its URL and login information (including API access information; the same shall apply hereinafter) in using the Platform, and shall not disclose such information to any third party and shall not have any third party use the Platform.
The Customer shall immediately notify the Company if the Customer’s URL, login information or other information is known to or is likely to be known to a third party, and there is a possibility of unauthorized use of the Platform by such third party.
If the Customer’s breach of any of the obligations set forth in the preceding two (2) paragraphs causes or expands damage to the Company, the Company may claim compensation for such damage from the Customer.
If the Customer’s URL and login information are used by any third party other than the Customer, the Company may deem such usage to be by the Customer and shall not be liable for any damage incurred by the Customer as a result of such use.
The Customer agrees in advance that, if there is a possibility of unauthorized use of the Platform, the Company may disable the Customer from logging in to the Platform without any notice to the Customer.

Article 11 (Network Communications)

The Platform is designed to enhance security through the use of SSL encryption technology, and various types of electronic data sent and received using the Platform may be sent and received through various networks or devices of which the Company has no knowledge. The Customer shall use the Platform with the understanding that the Platform may not be able to be used successfully in some cases for the reasons set out above and may be operated by unintended third parties, and that the Platform does not guarantee reliable communications.
The Company shall not be liable to the Customer for any damage caused to the Customer as a result of using the Platform in an environment or under conditions other than those specified by the Company.

Article 12 (Storage of Data)

All data provided by the Customer to the Company in using the Platform shall be stored and accumulated in the following server outsourced by the Company (the “Server”).
Server: Amazon Web Services (Provider: Amazon Web Services, Inc.)
The Customer represents and warrants to the Company that the Customer is authorized to use the data specified in the preceding paragraph or to have the Company use the same pursuant to the Agreement, and that the use of such data does not violate any laws and regulations or any agreement binding on the Customer.
The Customer shall, at its own responsibility, take measures for maintenance, such as backup, with respect to the data provided to the Company in connection with the use of the Platform, as well as the data stored and accumulated in the Server. The Company may back up each data for the purpose of preventing failure of the Platform, but it shall not assume to the Customer any obligation to restore the backed up data or other obligations.
In the event where all or part of the data stored in the Server is lost or damaged for any reason attributable to the Company, the Customer may request that the Company recovers such data to the extent possible; provided, that the Company shall not assume any responsibility if all or part of such data cannot be recovered despite its recovery efforts. The Company shall conduct the recovery work under this paragraph only if the Customer notifies the Company in writing within seven (7) days from the date on which the Customer becomes aware of the loss of or damage to such data.
The Customer agrees in advance that, in the event of the termination of the Agreement for any reason whatsoever, the Company may delete all of the Customer’s data remaining in the Server without any notice to the Customer.

Article 13 (Measures for Failures)

If any defect or failure (a “Failure”) is discovered in connection with the use of the Platform, the Customer shall promptly notify the Company to that effect.
In the event of a Failure in the Platform, the Customer shall carry out the necessary work as instructed by the Company and shall cooperate with the Company in identifying the failure and carrying out various works associated with the Failure.
The Company shall not be liable for any damage incurred by the Customer or any third party as a result of a Failure in the Platform unless such damage is caused by reasons attributable to the Company.

Article 14 (Temporary Suspension of the Platform)

If any of the following events has occurred to the Customer, the Company may suspend all or part of the use of the Platform by the Customer and the provision of the Services without prior notice:
(1) the Company recognizes that the Customer violated or is likely to violate the TOU and Materials;
(2) the Company recognizes that any significant load or failure in the Platform caused by the Customer affected or is likely to affect the provision of the Services by the Company; or
(3) the Company otherwise recognizes that the use of the Platform by the Customer is inappropriate.
In the event of any of the following events, the Company may suspend all or part of the use of the Platform and the provision of the Services without prior notice to the Customer:
(1) periodic or emergency maintenance or repairs related to hardware, software, telecommunications equipment, systems, etc. used to provide the Platform (the “Systems”);
(2) failure of all or part of the Systems due to reasons not attributable to the Company (including cases where the cause of the failure is unknown);
(3) it is, or the Company considers it to be, difficult to provide services properly due to significant load or failure in the Platform;
(4) the Company recognizes that the continuation of the provision of the Platform may cause damage to the Customer or a third party, such as falsification or hacking of data related to the use of the Platform;
(5) it becomes difficult to provide the Platform due to the suspension of provision of telecommunication services by telecommunication carriers or domestic and overseas telecommunication corporations, electricity supply services by electric power companies, other public services or external cloud systems; or
(6) the Company deems it necessary to suspend or suspend urgently the provision of the Platform.
The Company shall not be liable for any damage caused to the Customer or any third party as a result of the measures specified in the preceding two (2) paragraphs.

Article 15 (Prohibition)

In using the Platform, the Customer shall not engage in any of the following acts:
(1) any act in violation of the TOU and Materials;
(2) duplication, modification, editing, erasure, combination with other programs, reverse engineering, disassembly, decompilation or mirror site construction of all or part of the Services, etc. or;
(3) any act of imposing a load on the services by transmitting harmful programs such as viruses to the Platform or putting the Platform in a situation where it could receive such harmful programs;
(4) any act prohibited by laws and regulations or any act against public policy;
(5) any act that is likely to interfere with the provision of the Services, etc.;
(6) unauthorized access to or unauthorized access attempt to the Company’s networks, systems, etc.;
(7) reproduction, distribution, loan, or disclosure, rental and pledge to third parties of URL and login information of the Company’s website;
(8) any act of creating and publishing a derivative of or similar service to that of the Services, etc. without permission of the Company;
(9) phishing scam disguised as the websites of the Company, other customers, or a third party;
(10) any act of sending large amounts of information using communication services on the Platform, sending e-mails randomly to unspecified persons against their will, or distributing e-mails to destinations that have not been approved in advance;
(11) any act of circumventing the technical protection measures for the protection of the copyright applied to the program (this means any act of deleting or modifying the signal used for the technical protection measures);
(12) any act that directly or indirectly induces or facilitates the acts set forth in the preceding items; or
(13) other acts that the Company deems inappropriate.
In the event where the Customer violates any of the items in the preceding paragraph, it shall immediately pay to the Company, as a penalty, an amount equivalent to thirty-six (36) months of the monthly fee for the use of the Services, etc. at the time of the violation in a manner specified by the Company. This penalty provision shall not preclude the Company from making a separate claim for damages against the Customer.
The Customer shall not engage in any acts set forth in items 2, 3, 5, 6, 8, 9, 11, and 12 of paragraph 1 of this Article even after the termination of the Agreement. In the event where the Customer is found to engage in such acts, the provisions of the preceding paragraph shall apply mutatis mutandis. In such a case, the phrase “an amount equivalent to thirty-six (36) months of the monthly fee for the use of the Services, etc. at the time of the violation” in the preceding paragraph shall be deemed to be replaced with “an amount equivalent to thirty-six (36) months of the monthly fee for the use of the Services, etc. for the month preceding the month in which the Agreement is terminated”.

Article 16 (Attribution of Intellectual Property Rights)

All copyrights and other intellectual property rights relating to all programs and software comprising the Platform and the data created by the Customer using the Platform shall belong to the Company. The Company acknowledges that the Customer may use such rights by itself within the scope of the purpose of the Agreement only during the Term.
Notwithstanding the preceding paragraph, the rights to the numerical data entered on the Platform by the Customer and the numerical data that is generated by the Platform as a result of entering such numerical data (collectively, the “Customer’s Input Data, etc.”) shall belong to the Customer, and the Company shall handle the Customer’s Input Data, etc. only for the purpose of the Agreement and to the extent permitted by this TOU.

Article 17 (Confidentiality)

Either party (the “Receiving Party”) shall maintain in confidence all technical information, sales information, customer information, and any other business information of the other party provided by or obtained from the other party in connection with the Agreement and the use of the Platform (including the existence and content of the Agreement; the “Confidential Information”). The Receiving Party shall not disclose or divulge the Confidential Information to any third party (excluding professionals who are legally obliged to maintain confidentiality, such as attorneys at law, certified public accountants, and certified public tax accountants), and shall not use the Confidential Information for any purpose other than the performance of the Agreement, without the prior written consent of the other party. Provided, however, that any information that falls under any of the following items shall not be deemed the Confidential Information:
(1) information already in the procession of the Receiving Party without obligation of confidentiality prior to provision or disclosure;
(2) information already in the public domain at the time of provision or disclosure;
(3) information that has become publicly known through no fault of the Receiving Party after provision or disclosure;
(4) information lawfully obtained from a duly authorized third party; or
(5) information independently developed or obtained without any reference to the Confidential Information.
Notwithstanding the provisions of the preceding paragraph, the Receiving Party may disclose the Confidential Information without the consent of the other party if the disclosure is requested by a court, government or other administrative agencies in accordance with laws and regulations. Provided, however, that if the Receiving Party responds to such request, it shall notify the other party of the grounds for the request for disclosure and the scope and content of disclosure in advance to the extent possible. In the event where the Receiving Party is unable to give notice in advance due to unavoidable reasons, it shall notify the other party to that effect promptly after the fact.
The Receiving Party shall promptly return, destroy or delete the Confidential Information upon the termination of the Agreement or at the request of the other party.
In cases where the Receiving Party discloses the Confidential Information to a third party (excluding professionals who are legally obliged to maintain confidentiality as stipulated in paragraph 1 of this Article) with the prior written consent of the other party, it shall impose on the third party an obligation of confidentiality equivalent to or greater than that imposed on it pursuant to the Agreement. Any breach by the third party of provisions of paragraph 1 of this Article shall be deemed a breach by the Receiving Party, and the Receiving Party shall be liable for such breach.
The provisions of this Article shall remain in full force and effect after the termination of the Agreement.

Article 18 (Handling of Personal Information)

In using the Services, etc., the Customer shall, as a business operator handling personal information stipulated in the Act on the Protection of Personal Information of Japan, voluntarily handle personal information contained in the data it provides to the Company, and shall warrant to the Company that for using the personal information in the Services, etc., it has implemented the necessary procedures in accordance with the laws and regulations, including the Act on the Protection of Personal Information of Japan.
The Company shall handle personal information provided by the Customer in compliance with the Company’s Privacy Policy to the extent necessary for the performance of the Agreement and to the extent set forth in the Company’s Privacy Policy (including preparation of statistical information after processing the information into a form in which individuals cannot be identified or specified).
Privacy Policy: https://booost-tech.com/en/privacy
In the event of any dispute with regard to the handling of personal information, the Customer shall resolve such dispute at its responsibility unless there are grounds attributable to the Company.

Article 19 (Use of Usage Data such as Customer Information)

The Company may use the Customer’s information (including, but not limited to, information on attributes, information on usage, the Customer’s Input Data, etc., and requests related to services provided) that is provided to the Company by the Customer or collected by the Company when the Customer uses the Services, etc. for the following purposes:
(1) the use of the Customer’s information for (i) the improvement of the quality of the Services and other services that the Company provides or plans on providing in the future, (ii) the provision of information on such services to the Customer, and (iii) the provision of information on various services, events, seminars, etc. related to the Services, etc.;
(2) the use of information including the Customer’s information and the data derived therefrom for the development, improvement, support, operation, etc. of the Company’s products and services; and
(3) the use and disclosure of said information as statistical information or in a way in which specific individuals cannot be identified, for example, for aggregation, classification, analysis, and other processing of activities of multiple customers based on attribute information, and advice and consulting services based on the results of such processing.
The Company may obtain information on the Customer’s use of the Services, etc., or request that the Customer provide feedback with regard to the Services, etc. The Customer agrees that the Company may use such information or feedback for the purposes of each of the items in the preceding paragraph, and such usage by the Company may be carried on even after the Term (defined in Article 25).
Notwithstanding the provisions of Article 17, the Company may disclose or release the Customer’s information (excluding the Customer’s Input Data, etc.) to third parties in either of the following cases:
(1) cases where the Customer’s information is used for the purposes set forth in the items of paragraph 1 and paragraph 2;
(2) cases where such disclosure or release is required based on a request in accordance with laws and regulations (including a request based on a written inquiry on investigation-related matters) or procedures under laws and regulations, or cases where the Company deems that such disclosure or release is required to protect the rights of other customers or third parties; or
(3) cases where the Company releases or introduces the Customer as a company implementing the Services, etc. in the materials listed in either of the items (i) through (vi) below. In such a case, the Customer shall authorize the Company to use the Customer’s logos, trademarks, etc. to the extent necessary for the release or introduction. Provided, however, that if the Company receives any instructions from the Customer as to the content of such release or how the logo marks should be displayed, the Company shall follow any such instructions.
(i) sales materials;
(ii) booths at exhibitions;
(iii) seminars;
(iv) the Company’s websites;
(v) interviews requested by the media; or
(vi) any other opportunities of release or introduction similar to any of the preceding items

Article 20 (Integration Services)

In cases where API integration services are provided, the Customer shall use such services on its own free will and shall be responsible itself for all consequences arising from the use of such services. In addition, the Company shall not be responsible for any change, disclosure, erasure, etc. of data resulting from the use of API integration services.
The Company may change the content of API integration services, or suspend or terminate the provision of such services at its discretion. Provided, however, that if the Company suspends or terminates the provision of API integration services, the Company shall notify the Customer to that effect in advance.
The Company shall not be liable for any damage incurred by the Customer as a result of the measures taken pursuant to the preceding paragraph.

Article 21 (Termination for Cause)

In the event where either party falls under any of the following items, the other party may immediately terminate all or part of the Agreement without giving any notice:
(1) either party has breached any provisions of the TOU and Materials and has failed to cure such breach even after demand from the other party to cure such breach within a reasonable period of time;
(2) either party has damaged the other party’s credibility or reputation or the relationship of trust between the parties;
(3) a petition for commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or other insolvency proceedings (including voluntary liquidation proceedings) has been filed by or against either party;
(4) either party has been subject to a petition for attachment, provisional seizure, provisional disposition, auction, disposition for tax delinquency, or any other similar proceedings by a third party;
(5) either party has become unable, or admitted to its creditors its inability, to pay its debts generally as such debts become due;
(6) any note or check drawn or endorsed by either party has been dishonored or any electronically recorded monetary claim owed by either party has been subject to insolvency;
(7) either party has gone into, or threatens to go into, a merger, dissolution, liquidation, or transfer of all or a significant part of its business;
(8) either party or its officers loses social credibility due to criminal punishment;
(9) either party has been ordered to suspend business by any regulatory authorities, or its business license or registration has been revoked by any regulatory authorities;
(10) either party has made any false report or provided any false information regarding matters related to the Agreement to the other party; or
(11) there is any other reason similar to any of the preceding items that makes it difficult to continue the Agreement.
Even if the Agreement is terminated pursuant to the preceding paragraph, the terminating party is not precluded from making a claim for damages against the other party.
If any of the events set forth in each item of paragraph 1 of this Article has occurred to the Customer, all obligations of the Customer hereunder shall be accelerated and become immediately due and payable to the Company without requiring any notice.

Article 22 (Termination)

The Customer may terminate the Agreement by a mutual agreement with the Company or by providing three (3) months’ prior notice for termination in writing or by electromagnetic means.
In the event where the Agreement is terminated earlier for any reason not attributable to the Company (including the case of termination by mutual agreement), the Company shall not refund any fee for the use of the Services, etc. already received.
Notwithstanding the provisions of paragraph 1, in the first year of the Agreement, the Customer shall be entitled to terminate the Agreement in accordance with the provisions of paragraph 1 only when the Customer has paid the full amount of the fee for the use of the Service, etc. for the first year of the Agreement.

Article 23 (Exclusion of Antisocial Forces)

Either party represents and warrants to the other party that it does not now, or will not in the future, fall under any of the following items:
(1) it (including its officers and employees, hereinafter the same shall apply in this Article) is an organized crime group, an organization affiliated to an organized crime group, a corporate racketeer, or any person equivalent thereto, or a member thereof (collectively, “Antisocial Forces”);
(2) it belongs to an organization punished under the “Act on the Control of Organizations Which Have Committed Acts of Indiscriminate Mass Murder” (Act No. 147 of 1999) of Japan;
(3) it is, or is suspected of, concealing proceeds of crime, etc. or receiving proceeds of crime, etc. as provided for in the “Act on Punishment of Organized Crimes and Control of Proceeds of Crime” (Act No. 136 of 1999) of Japan;
(4) it is conducting transactions directly or indirectly with any person prescribed in either of the preceding three (3) items;
(5) all or part of the benefits or effects of the Agreement either directly or indirectly belong to any person who falls under any of items 1 to 3; or
(6) it engages in any of the following acts by itself or through a third party:
(i) using any fraudulent means, violent act, or threatening words to the other party;
(ii) actually or threateningly damaging reputation, credit, etc. of the other party;
(iii) obstructing the other party’s business or damaging the other party’s credibility by using fraudulent means or force; or
(iv) telling others that it or its related person is an Antisocial Force, etc. (meaning a person who falls under any of items 1 to 3).
In the event where either party is found to fall under any of the items of the preceding paragraph, the other party may terminate all or part of the Agreement without giving any notice.
Neither party shall be liable to the other party for any damages caused as a result of terminating all or part of the Agreement pursuant to the provisions of the preceding paragraph.

Article 24 (Liability for Damages)

If the Customer makes any decision based on the results of investigations, proposals, and other deliverables received from the Company in the Services, etc., the Customer shall make such decision at its own responsibility and judgment.
The Company shall not be liable for any damage caused to the Customer due to any event not attributable to the Company, including prices of environmental value, market exchange rates, market conditions, changes in market systems, or natural disasters.
In the event where the Company causes any damage to the Customer due to any cause attributable to the Company in connection with the provision of the Services, etc., the Company shall compensate for any ordinary and direct damage, and shall not be liable for any damage arising from any special circumstances or for any indirect damage, including but not limited to lost profits.
In the event where the Company assumes liability for damages to the Customer pursuant to the preceding paragraph, the amount of damages shall be limited to the total amount of fee for the use of the Services, etc. paid by the Customer to the Company during the past year ending on the date of the violation by the Company or any other cause, regardless of the basis or cause of such liability.
The Customer shall settle at its responsibility and expense any dispute with a third party arising from its use of the Services, etc. and hold the Company harmless therefrom; provided, however, that this shall not apply if there is any reason attributable to the Company.

Article 25 (Term)

The effective term of the Agreement shall be one (1) year from the provisioning start date (the “Term”); provided, however, that the Agreement shall be automatically renewed for another one (1) year under the same terms and conditions unless either party notifies the other party of its intention of non-renewal no later than three (3) months prior to the expiration of the original Term, and the same shall apply thereafter.

Article 26 (Assignment)

The Customer may not assign, transfer, or pledge to any third party, cause any third party to succeed to, or otherwise dispose of any rights or obligations arising out of the Agreement without the prior written consent (affixed with the registered seal) of the Company.
If the Company transfers its business related to the Services, etc. to another company, the Company may, upon such business transfer, assign to the transferee of such business transfer its status, rights, and obligations under the Agreement as well as the Customer’s information including but not limited to the registered matters, and the Customer agrees thereto in advance. The business transfer set forth in this paragraph shall include not only an ordinary business transfer, but also a company split and any other cases in which the business is transferred to a third party.

Article 27 (Change of Notified Matters)

In the event of any change in the matters notified to the Company by the Customer (trade name, name of representative, location, name of person in charge, contact information, etc.), the Customer shall promptly notify the Company of the details of such change in the manner prescribed by the Company.
In the event where any contact or notice to the Customer has not arrived as a result of the failure of the Customer to make the notification set forth in the preceding paragraph, the contact or notice shall be deemed to have arrived at the time when it would have arrived if such notification had been properly made.
The Company shall not be liable for any damage or disadvantage to the Customer arising from the Customer's failure to make the notification set forth in paragraph 1 of this Article.

Article 28 (Force Majeure)

The Company shall not be liable for any failure to perform any of its obligations under the Agreement due to any force majeure such as any act of God; typhoon; earthquake; power failure; fire; labor dispute; disturbance; infectious disease; default of any of its business partners; change in laws or regulations; enactment or issuance of any law, ordinance, rule, regulation, notice, or administrative or other guidance by any government, related ministry, or local public entity; any problem with transportation; or any other matters beyond the Company’s control to the reasonable extent.

Article 29 (Compliance with Laws and Regulations)

The Customer (including its related partner companies and organizations) shall, at its own responsibility, confirm and comply with laws and regulations (such as the Act on Promotion of Global Warming Countermeasures, the Act on Rationalization of Energy Use and Shift to Non-fossil Energy, prefectural and municipal ordinances, and laws and regulations of each country applicable to its business abroad), guidelines, rules and regulations of related organizations (e.g., the transaction rules and the detailed regulations thereunder established by the Japan Electric Power Exchange (JEPX)), institutions, international laws and efforts, and initiatives led by international organizations, non-governmental organizations, private organizations, etc. (including financial institutions, etc.) that are applicable to its business.

Article 30 (Severability)

If any provision of the TOU and Materials or any provision pertaining to the Services, etc. is held illegal or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Article 31 (Change of TOU)

If either of the following items applies, the Company may change the content of the TOU and Materials or the provisions pertaining to the Services, etc. without obtaining the consent of the Customer, in which case, the Customer shall comply with such changed content, and the changed TOU and Materials shall constitute the content of the Agreement:
(1) if the Company determines that such change of the TOU and Materials conforms to the common interests of the Customer; or
(2) if the Company determines that such change of the TOU and Materials is not contrary to the purpose for entering into the Agreement, and is reasonable in light of the necessity of the change, the appropriateness of the changed content, and other circumstances related to the change.
If the Company makes any change as set forth in the preceding paragraph, it shall, upon specifying the effective date of such change, promptly notify the Customer of the content and the effective date of the changed TOU and Materials by using the Internet or by any other method designated by the Company.

Article 32 (Mutual Consultation)

Any doubt arising with respect to the TOU and Materials or the provisions pertaining to the Services, etc., or any matter not stipulated therein, shall be amicably resolved upon mutual consultation between the parties under the principle of faithfulness and good faith.

Article 33 (Jurisdiction)

The Tokyo District Court shall have the exclusive jurisdiction of the first instance for any litigation relating to the Agreement.

Supplementary Provisions
(Effective Date)

This revised TOU shall come into effect as of April 15, 2025.

(Transitional Provisions)

The provisions of paragraph 3 of Article 6 shall apply when any Agreement is newly executed with the Company by the Customer or when any already executed Agreement is renewed (including automatic renewal) after this revised TOU comes into effect.