Tachyon Platform Terms of Use

Article 1 Application of Terms of Use

  1. These Tachyon Platform Terms of Use (“Terms of Use”) set forth the terms and conditions for using the service (“Service”) provided by MCD3 Inc. (“we”, “us”, “our”).

  2. The Subscriber shall use the Service after consenting to the Terms of Use, and shall comply with the Terms of Use when using the Service.

  3. If Individual Terms of Use or Application Form for Use are stipulated for the Service in addition to these Terms of Use, those Individual Terms of Use or Application Form for Use shall apply together with these Terms of Use. The Individual Terms of Use and Application Form for Use shall constitute a part of these Terms of Use, and the contents of the Individual Terms of Use and Application Form for Use shall be construed as an integral part of these Terms of Use. In the event of any discrepancy between the Individual Terms of Use and Application Form for Use, and these Terms of Use, the Individual Terms of Use shall prevail.

Article 2 Amendments to Terms of Use

  1. We may amend these Terms of Use , including Individual Terms of Use and Application Form for Use (the same shall apply hereinafter) pursuant to Article 548-4 of the Civil Code, provided that any amendment of these Terms of Use does not contravene the purpose of any agreement based on these Terms of Use and is reasonable in light of the need for the amendment, the appropriateness of the contents after the amendment, and any other circumstances pertaining to the amendment.

  2. If these Terms of Use are to be amended, we shall clearly indicate the amended contents and the effective date of the amendment, and inform the Subscriber of the amended contents by way of notification, posting on the Service, or other means a reasonable period of time prior to the effective date of the amendment.

  3. If these Terms of Use are amended, the fees and other terms and conditions pertaining to the Service shall be in accordance with the amended terms and conditions from the effective date of the amendment.

Article 3 Definitions of Terms

(1) Service The collective term for the Tachyon Platform services provided by us in accordance with these Terms of Use, along with other functions and information services provided in connection with the Tachyon Platform from time to time.

(2) Service Agreement An agreement for the use of the Service, consisting of these Terms of Use.

(3) Service Fee The fee for the use of the Service, which shall be set forth in the Individual Terms of Use or in the Application Form for Use.

(4) Service Period The effective term of the Service Agreement, which shall be set forth in the Individual Terms of Use or in the Application Form for Use.

(5) Registered Information The Subscriber's information provided to us by the Subscriber when using the Service.

Article 4 Types and Details of Service, etc.

  1. We shall set forth the functions of the Service in the Individual Terms of Use or in the Application Form for Use.

  2. We shall set forth our service quality targets when providing the Service in the Service Level Indicators (“Service Level Indicators”) in the Individual Terms of Use. While we will strive to achieve the quality of service set forth in the Service Level Indicators, we cannot guarantee that such quality of service will be achieved at all times.

  3. The Service will be provided using a system operated by a third party separately designated by us (“Third Party Service”). When the Subscriber uses such Third Party Service in the Service, the Subscriber shall do so at its own responsibility and in accordance with the conditions of use stipulated by the provider of the Third Party Service.

Article 5 Service Targets

The target of the Service shall be corporations.

Article 6 Service Period

The period during which we provide the Service to the Subscriber shall be set forth in the Individual Terms of Use or in the Application Form for Use as the Service Period.

Article 7 Changes in Subscriber's Registered Information

  1. The Subscriber shall promptly notify us of any change in the Registered Information.

  2. We shall not be liable for any damage incurred by the Subscriber or a third party due to the Subscriber's failure to notify us pursuant to Paragraph 1 of this Article, regardless of whether such damage is direct, indirect, or lost profits, and the Subscriber shall settle such damage at its own expense and responsibility.

Article 8 Restrictions on Early Termination

The Subscriber may not terminate the Service Agreement during the Service Period unless otherwise permitted under these Terms of Use.

Article 9 Interruption or Restriction of Use of Service

  1. We may interrupt or restrict the Service at our own discretion in the following cases:

(1) When we conduct periodic or emergency maintenance of the system for the Service;

(2) When maintenance or construction of the equipment for the Service is unavoidable;

(3) When all or some communications become unavailable due to a sharp increase in communication demand following a natural disaster, accident, or other emergency or crisis, or when there is a risk of natural disaster, accident, or other emergency or crisis;

(4) If there is a failure or other unavoidable problem with our Service;

(5) If there is an interruption of the main network connection (the backbone or hub of the telecommunications carrier) or an interruption in the provision of a third party service or the service of any other third party we use to provide our Service;

(6) If the Subscriber engages in activity that causes an excessive load on the Service;

(7) If we otherwise deem it desirable to interrupt all or part of the operation of the Service;

(8) If there are other reasonable grounds for deeming the interruption or restriction of the Service unavoidable.

  1. We shall not be liable for any damage incurred by the Subscriber or a third party due to an interruption to the Service pursuant to Paragraph 1 of this article.

  2. If we interrupt the Service pursuant to Paragraph 1 of this article, we shall provide prior notice of the interruption to the Subscriber in a manner determined by us. In the event that we are unable to provide prior notice of an interruption of this Service, we will give notice promptly after the fact.

Article 10 Suspension and Termination of Use by Us

If the Subscriber falls into any of the following cases, we may immediately suspend or revoke the Subscriber’s eligibility to use the Service or terminate the Service Agreement without prior notice.

(1) The Registered Information includes some false information.

(2) The Service Fee or late payment charge, etc. as set forth in these Terms of Use has not been paid by the due date.

(3) Some information is deemed by us to have been handled in violation of these Terms of Use.

(4) The fee payment method, etc. has changed and the Subscriber's Registered Information required for the new payment method cannot be confirmed.

(5) The Service Period has expired.

(6) The Subscriber is facing a motion of provisional seizure, provisional disposition, seizure, or auction, is facing a motion for commencement of bankruptcy or corporate reorganization proceedings or civil rehabilitation proceedings, or has filed a motion themselves for commencement of bankruptcy or corporate reorganization proceedings or civil rehabilitation proceedings.

(7) The Subscriber has been dissolved for any reason other than merger, fallen into a state of non-payment, been penalized for non-payment of a draft or check, or been suspended from transactions by a clearinghouse.

(8) The Subscriber is subject to disposition by public auction, tax delinquency disposition, or other disposition by public authority.

(9) The Subscriber has adopted a resolution to reduce its capital, discontinue or change its business, or dissolve.

(10) The Subscriber has had its business license or business registration revoked by the regulatory authorities.

(11) The Subscriber’s financial condition has deteriorated or there are reasonable grounds to believe that it is likely to deteriorate.

(12) The Subscriber has breached all or part of these Terms of Use.

(13) The Subscriber has committed an act that interferes or is likely to interfere with the performance of our business or our telecommunications equipment.

(14) The Subscriber has used or is likely to use the Service in a manner that violates laws or regulations or offends public order and morals.

(15) The Subscriber has committed any of the prohibited acts set forth in these Terms of Use.

(16) Any other case in which we deem the Subscriber to be unsuitable.

Article 11 Subscriber's Payment Obligations

  1. The Subscriber shall pay us the Service Fee determined by us for the use of the Service by the time determined by us.

  2. Even if the provision of the Service is suspended pursuant to the provisions of these Terms of Use, the Service shall be deemed to have been provided during the period of such suspension, and the Subscriber shall pay the Service Fee.

  3. The Subscriber may not offset its obligations under these Terms of Use against any claim against us.

  4. Even if the Subscriber’s eligibility to use the Service is suspended or revoked in accordance with these Terms of Use during the Service Period, the Service Fee already paid to us shall not be refunded for any reason.

Article 12 Late Payment Fee

If the Subscriber delays payment of the Service Fee, the Subscriber shall immediately pay us an additional late payment fee calculated at the rate of 14.6% per annum on the unpaid amount.

Article 13 Consumption Tax

If consumption tax is imposed when the Subscriber pays the Service Fee, etc. to us, the Subscriber shall pay the amount calculated by adding the consumption tax to the amount of the Service Fee, etc.

Article 14 ID and Password

The Subscriber shall be wholly responsible for the management of the ID and password that we provide to the Subscriber. We may deem any acts conducted using the Subscriber’s ID and password to have been conducted by the Subscriber, and shall not be liable for any damage incurred by the Subscriber due to inadequate management or misuse of the ID and password, unless there is a cause attributable to us such as a defect in our system.

Article 15 Use of Service

  1. The Subscriber shall use the Service in accordance with these Terms of Use and any other provisions notified by us from time to time.

  2. The Subscriber shall be responsible for all information provided to us through the Service and shall not cause us any trouble or damage.

  3. The Subscriber agrees in advance that we, or a party designated by us, may check the information registered in the Service (including verification of registration) pursuant to these Terms of Use.

Article 16 Prohibitions

The Subscriber shall not engage in any of the following acts, whether by itself or by having others do so on its behalf.

(1) Reverse engineering, decompiling, disassembling, or any similar acts with respect to the source code, algorithms, ideas, or know-how of systems related to the Service;

(2) Modifying or translating the Service or the software or data comprising the Service, or creating derivative works based thereon;

(3) Copying, distributing, transferring, selling, lending, licensing, or any other form of making the Service available to third parties;

(4) Unauthorized access to the Service in a way that violates our rights or the rights of a third party;

(5) Using the Service by impersonating a third party;

(6) Infringing or threatening to infringe intellectual property rights such as our copyrights, etc. or those of a third party;

(7) Unauthorized rewriting or deletion of information stored in our equipment, or falsification of information that may be used in relation to the Service;

(8) Engaging in any act that may interfere with our operation of the Service;

(9) Transmitting harmful computer programs such as computer viruses;

(10) Unreasonably or unnecessarily imposing an excessive burden on the Service that renders the Service unavailable.

Article 17 Responsibility for Preparation and Maintenance of Equipment, etc.

  1. The Subscriber shall, at its own expense and responsibility, prepare and maintain the telecommunications equipment, access equipment, access environment, software, and any other equipment required in connection therewith, subscribe to an Internet connection service, and otherwise prepare and maintain the environment required to use the Service, so that it can be accessed via equipment that accesses the web-based content in order to use the Service.

  2. If the Subscriber discovers any abnormality in our equipment or the Service while using the Service, the Subscriber shall first confirm that there is no failure in its own facilities, then notify us of the abnormality’s details, cause etc. via the method specified by us and cooperate in repairing or restoring the Service.

  3. We shall not be liable for problems caused by the Internet or other elements of the network environment used by the Subscriber.

Article 18 Recommended Hardware and Software

  1. We specify the hardware and software required or suitable for using the Service in the attached “Recommended Hardware and Software.”

  2. If the Subscriber does not use the hardware and software set forth in the attached “Recommended Hardware and Software,” the Subscriber may be unable to receive all or part of the Service provided by us. The use of the recommended hardware and software, however, does not guarantee the availability of the Service.

Article 19 Deletion of Information

  1. If we determine that the Subscriber falls into any of the following cases, or if we determine that the information registered by the Subscriber with us or the information (including electronic files or electronic data) or text, etc. registered with this Service fall into any of the following cases, or if the Service Agreement is terminated, we or a person designated by us may delete the information or text, etc. in question.

(1) If the Subscriber has committed any of the prohibited acts specified in these Terms of Use.

(2) If the Subscriber does not respond to a request from us or a person designated by us for confirmation of subscription or details of Registered Information, or there is a discrepancy in the documents or data certifying the Registered Information submitted via the method designated by us.

(3) In other cases where we deem it necessary to delete such information, such as when it is necessary for the maintenance and management of the Service.

  1. Notwithstanding the provisions of the preceding paragraph, neither we nor any person designated by us shall be obligated to delete information.

  2. Neither we nor any person designated by us shall be liable for any damage incurred by the Subscriber due to the deletion or non-deletion of information by us or the person designated by us in accordance with the provisions of this article.

Article 20 Disclaimer of Warranty

  1. We do not guarantee the contents of the Service or any information obtained by the Subscriber through the Service, including its completeness, accuracy, certainty, usefulness, or compliance with laws and regulations or industry association regulations. We do not guarantee that the use of the Service will improve the Subscriber’s sales, profits, etc.

  2. We shall not be liable for any damage incurred by the Subscriber in connection with the Service, including the provision, delay, modification, discontinuation, or abolishment of the Service, the loss or disappearance of information registered or provided through the Service, or any delay in backup or restoration work.

  3. The Subscriber shall take measures to prevent the loss of information received or transmitted using the Service due to failure of the equipment for the Service, and shall take backup and other measures in preparation for such loss or failure.

  4. The Subscriber is obligated to immediately notify us of any breach of security that is discovered or suspected, including unauthorized use or disclosure of IDs or passwords or unauthorized use or access to the Service.

  5. The Subscriber shall be responsible for all applicable Registered Information, personal information and other information stored or registered by the Subscriber through the Service and for the consequences of the Subscriber's use of the Service, and we shall not be liable for them.

Article 21 Other Network Connections

  1. The Subscriber acknowledges that the handling of the Service may be restricted by the laws and regulations of Japan and other countries, and by the terms and conditions stipulated by Japanese and foreign telecommunications carriers or by vendors, etc. that we use to provide the Service.

  2. The security of data transmission over the Internet is not guaranteed and there is a risk that data may be intercepted or interfered with during Internet transmission, so we do not guarantee the security of any transmission made by the Subscriber at its own risk.

Article 22 Our Information Management

  1. We shall make commercially reasonable efforts to ensure that the Subscriber's Registered Information is not leaked from our servers.

  2. We may publish the number of subscribers, usage status, number of accesses to the Service, and so on in the form of statistical data or other form that cannot be used to identify Subscribers in books or other publications, broadcast media, or on the Internet. In this case, all rights related to the contents of the announcement shall belong to us.

  3. We may, with the Subscriber’s prior consent, post the Subscriber's corporate name, trademark, or logo in written or electronic media created by us or on a website operated by us for the purpose of expanding and promoting the use of the Service.

Article 23 Data Handling

  1. We shall handle information registered in the Service (excluding information input and output to generated AI through the Service, the same applying hereinafter in this Article) and related information in a manner that does not allow identification of corporations, organizations, associations, or individuals in accordance with the provisions of this article. The Subscriber agrees in advance to the handling of information as set forth in each paragraph of this Article.

  2. We may use the information registered in the Service within the scope of the following purposes of use and to the extent necessary for achieving those purposes.

(1) To provide and improve the Service;

(2) To bill for the Service Fee, etc. and for other related communications, etc.;

(3) To send notices and communications related to the operation of the Service;

(4) To distribute and send various notices, etc. concerning products and services provided by us or in cooperation with us;

(5) To plan and develop new services, etc. and improve other services, etc.; or

(6) To accomplish other purposes agreed to by the Subscriber.

  1. We shall manage and store the Subscriber’s information registered in the Service in a manner that clearly distinguishes it from other data, including information registered by other Subscribers.

Article 24 Intellectual Property Rights

  1. All patents, copyrights (including the rights specified in Article 27 and Article 28 of the Copyright Act, the same applying hereinafter), trademarks, and other intellectual property rights related to the Service and information provided by us in connection with the Service shall belong to us or to third parties licensed by us. The Subscriber's rights related to the Service shall be limited to the scope expressly granted in these Terms of Use.

  2. The Subscriber confirms that the Subscriber may use the Service in accordance with the Service Agreement and that the Subscriber shall not obtain any intellectual property rights or other rights related to the Service.

  3. All copyrights and other intellectual property rights of programs developed by us using the Service shall belong to us.

Article 25 Disclaimer

  1. We shall not be liable for any damage incurred by the Subscriber in connection with the Service, except in the case of willful misconduct or gross negligence on our part. Even in the case of willful misconduct or gross negligence on our part, or for any other reason for which we are only partially exempted from liability for damage to the Subscriber notwithstanding the provisions of this paragraph and other provisions exempting us from liability for damage, the scope of our liability for damages shall be limited to the following items.

(1) With respect to any damage caused by our inability to provide the Service, we shall calculate the continuous period of unavailability of the Service as the number of days, counted in 24-hour periods, starting from the time when we become aware that the Service is completely unavailable, and only when the Service has been in such state for at least 24 hours, and we shall compensate only for damage up to the total amount of fees for the Service corresponding to that number of days (limited to multiples of 24 hours).

(2) In addition to the preceding item, our liability for damage shall be limited to ordinary damage directly and actually incurred by the Subscriber, and shall be no greater than the total amount of the Service Fee actually received by us from the Subscriber in the past one year from the time the cause of the damage occurred.

  1. We shall not be liable in any event for any indirect, consequential, special, incidental, ancillary, punitive, extended, or other damages (including, but not limited to, loss of profits, business interruption, loss of business opportunity or sales, loss of goodwill, loss of data or use of data, cost of procurement of substitute goods, personal injury, emotional injury, and other monetary damages) arising out of use of, or inability to use, the Service.

Article 26 Force Majeure

We shall not be liable for any delay or inability to perform (except for monetary obligations) under this Service Agreement due to natural disaster, war, riot, civil war, terrorism, serious disease, infectious disease risk or similar, acts of dispute, enactment, revision, or repeal of laws and regulations, accident involving public infrastructure (including transportation, communication lines, etc.), electric power accident, order by a government agency, suspension of manufacturing or operation by a supplier, etc., physical infringement by a third party on submitted materials, or any other reason not attributable to us (collectively referred to as “Force Majeure”). In addition, delay or inability to perform under this Service Agreement due to the force majeure in this Article shall include any delay or inability to perform under this Service Agreement due to home standby arrangements etc. based on our reasonable instructions.

Article 27 Subcontracting

We may subcontract all or part of the operations related to the Service to a third party without the Subscriber's prior approval.

Article 28 Prohibition of Transfer of Rights, etc.

The Subscriber may not transfer all or part of its rights or obligations arising from the Service Agreement to a third party without our prior written approval.

Article 29 Elimination of Antisocial Forces

  1. The Subscriber and we represent and pledge that none of the officers of the Subscriber or our company fall under the category of organized crime group, organized crime group member, a person for whom five years have not elapsed since ceasing to be an organized crime group member, a quasi-member of an organized crime group, a company related to an organized crime group, a sokaiya extortionist, a racketeer acting under the pretext of conducting a social campaign, an organized crime group specialized in intellectual crimes, etc., or any other person equivalent thereto (collectively referred to as “Organized Crime Group Member”), and that they do not, and will not in the future, fall into any of the following cases:

(1) Having a relationship in which an Organized Crime Group Member is deemed to have control over management;

(2) Having a relationship in which an Organized Crime Group Member is deemed to be substantially involved in management;

(3) Having a relationship that is deemed to involve improper use of an Organized Crime Group Member, such as for the purpose of making unjust profits for oneself, one's own company, or a third party, or for the purpose of inflicting damage on a third party;

(4) Having a relationship that is deemed to involve providing funds, etc. or offering benefits to an Organized Crime Group Member; or

(5) An officer or other person substantially involved in management having a socially reprehensible relationship with an Organized Crime Group Member.

  1. The Subscriber and we undertake that neither the Subscriber nor we shall engage in any of the following acts ourselves or through the use of a third party:

(1) Making a violent demand;

(2) Making an unreasonable demand beyond legal responsibility;

(3) Using threatening words or deeds or violence in connection with a transaction;

(4) Spreading false rumors, using fraudulent means, or using force to damage the credit or obstruct the business of a counterparty; or

(5) Any other act equivalent to the preceding items.

  1. A party whose Service Agreement has been terminated in whole or in part shall not make any claim against the counterparty even if the party has incurred damage caused by the termination.

Article 30 Handling of Confidential Information

  1. We and the Subscriber shall manage with the care of a good manager any technical or business information held or managed by the other party which is obtained under the Service Agreement during the term of the Agreement and which has been disclosed with a clear written indication that it is confidential, or information disclosed with the designation that it shall be treated as confidential (“Confidential Information”), and shall not disclose or divulge such information to any third party (excluding subcontractors for us) without the prior written consent of the other party.

However, the following information shall not be considered Confidential Information. (The party who discloses the Confidential Information shall be referred to as the “Discloser” and the party who receives the Confidential Information shall be referred to as the “Recipient”.)

(1) Information already in the public domain at the time the Confidential Information is obtained;

(2) Information that enters the public domain through no fault of the Recipient after the Confidential Information has been obtained;

(3) Information already known to the Recipient at the time the Confidential Information is obtained;

(4) Information independently developed by the Recipient without using the Confidential Information after the Confidential Information has been obtained; or

(5) Information obtained legitimately and with no obligation of confidentiality from a third party who has a legitimate right to that information after the Confidential Information has been obtained.

Article 31 Notifications to Subscribers

  1. Notifications from us to the Subscriber shall be sent by email.

  2. Notifications from us to the Subscriber shall become effective on the date that we send such notifications in accordance with Paragraph 1 of this Article.

Article 32 Governing Law

The Service Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 33 Dispute Resolution

Any disputes arising in connection with the Service Agreement shall come under the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 34 Language

This Service Agreement is made in Japanese and translated into English. The Japanese text is the original and the English text is for reference purposes. If there is any conflict or inconsistency between these two texts, the Japanese text shall prevail.