These Terms are the Terms of Service for “Daijob Translation” of Human Global Talent Co., Ltd.

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Chapter 1 General Provisions

Article 1 (Application)

1. These Terms shall apply to any relationships pertaining to the “Daijob Translation” service as the ASP (Application Service Provider) service provided by Human Global Talent Co., Ltd. (hereinafter referred to as the “Company”) to the User (hereinafter referred to as the “Service”) and the User may use the Service subject to agreement to these Terms.
2. In the case of discrepancy between the provisions of these Terms and the provisions of an individual use contract, the provisions of the individual use contract shall take precedence and apply.

Article 2 (Definitions)

The terms as used in these Terms shall be defined as follows:

1. “Daijob Translation” means, collectively, the “Daijob Translation” and other option services associated thereto provided by the Company, including, but not limited to computer software, and media, equipment, content, manuals and other documents relating to such computer software.
2. “User” means any person who uses the “Daijob Translation” (individuals, corporations and other organizations, and any individual members of such corporations and other organizations).

Article 3 (Rules and Regulations)

1. The Company may, if it deems it necessary, establish various rules and regulations concerning the “Daijob Translation” (hereinafter referred to as the “Rules”) and shall inform the User of said Rules and the Rules, as part of these Terms, shall have effect on the User.
2. The content, etc., provided by the Company regarding optional services on the homepage announcing the “Daijob Translation” and on the “Daijob Translation” site (hereinafter referred to as the “Company’s Website”) shall consist of a part of the Rules.
3. In the case of discrepancy between the provisions of the Rules and of these Terms, the provisions of the Rules shall take precedence over the provisions of these Terms and apply.

Article 4 (Modification of Terms)

1. The Company may, if it deems it necessary, modify these Terms without consent of the User and the Terms as modified shall apply to the User.
2. The Company shall inform the User of the details of the modification of these Terms under the preceding paragraph.
3. The provisions of the paragraph 1 and paragraph 2 above and Article 6 shall apply mutatis mutandis to the Rules prescribed in the preceding Article.

Article 5 (Services to be Provided)

1. The details of the “Daijob Translation” provided by the Company under these Terms shall be as specified in the manner prescribed by the Company and as rendered available by the Company at that point in time.
2. The Company may change all or a part of the content of the “Daijob Translation” at any time without consent of the User.

Article 6 (Method of Notice)

1. The Company shall notify the User of the necessary matters, from time to time, by posting on the Company’s Website, sending e-mails or by any other means that the Company deems appropriate.
2. If the notice under the preceding paragraph is made by the Company by posting on the Company’s Website or sending emails, said notice shall become effective at the time when it is posted on the Website or the e-mail notice is transmitted.

Article 7 (Outsourcing of Services)

The Company may outsource all or a part of the services relating to the “Daijob Translation” to a third party.

Chapter 2 Use Contracts

Article 8 (Conclusion of Use Contracts)

1. A person who desires to use the “Daijob Translation” shall register and submit an application for use in accordance with the prescribed application form and procedures. In addition, it is assumed that the consent of his/her guardian is obtained when the use applicant is a minor. If the applicant is a minor, please make sure to first obtain consent from your guardian and then submit the application. The applicant shall submit such application upon consent to the provisions of these Terms and the Company may deem that the applicant has given consent to the provisions of the relevant use contract at the time of submitting an application.
2. The use contract shall be deemed to be concluded at the time when, after the submission of an application referred to in the preceding paragraph, the Company confirms the receipt of payment of the fee for the use of the “Daijob Translation” and sends a notice of issuance of the account in the manner prescribed by the Company (hereinafter referred to as the “Account Issuance Date”). The user ID and password notified by the Company shall become effective after such notice is given.
3. The Company shall have discretion in acceptance or refusal of the application under the preceding paragraph and the applicant shall not raise any objection even if the Company refuses to accept the application.
4. A person who desires to use the “Daijob Translation” shall submit an application under paragraph 1 hereof after the person represents and warrants that the person does not and will not fall under any of item (1) through item (6) of this paragraph and does not and will not commit any acts prescribed in item (7) through item (11) of this paragraph. If the Company reasonably finds, after the application for use is submitted, that there exists any fact that violates or is likely to violate such representation and warranty, the Company may request the relevant User that submits a written report and the User shall not refuse to do so without justifiable reasons:
   1. An organized crime group, an organized crime group member, an individual or a corporation or other organization affiliated with an organized crime group (including its officers (either advisors, consultants or in any other name whatsoever; hereinafter the same shall apply), employees and other members; hereinafter the same shall apply), a person who ceased to be an organized crime group member within the past five (5) years, a quasi organized crime group member, a corporate racketeer, etc., a group engaging in criminal activities under the pretext of conducting social companies, etc., (meaning an individual or corporation or other organization that makes unreasonable demands on a citizen or company in the name of a social movement, human rights movement, political movement and the like), an individual or corporation or other organization that commits an act that disrupts public order and safety and the like, an organized crime group specializing in intellectual crimes, or a person who is recognized as having a relationship with any of the persons indicated above that should be socially condemned (hereinafter collectively referred to as “Antisocial Forces”);
   2. A person who has a relationship in which Antisocial Forces are deemed to control its management;
   3. A person who has a relationship in which Antisocial Forces are deemed to be substantially involved in the management;
   4. A person who has a relationship in which it is deemed to improperly use Antisocial Forces for the purposes of seeking to obtain unfair profit for itself or a third party or causing damage to a third party, or for other such purposes;
   5. A person who has a relationship in which it is deemed to provide funds or benefits and the like to Antisocial Forces or otherwise be involved in Antisocial Forces;
   6. A person whose board member or personnel substantially involved in the management has a relationship with Antisocial Forces that should be socially condemned;
   7. An act of making violent demands;
   8. An act of making unreasonable demands beyond the legal responsibilities;
   9. An act of using threatening behavior or statements, or violence, in connection with transactions;
   10. An act of impairing the credibility of the Company or interfering with the Company’s business by disseminating rumors or using fraudulent means or utilizing illegal force; or
   11. Any other act similar to or analogous to those prescribed in the preceding items.

Article 9 (Number of Terminals)

The number of terminals such as computers that use the “Daijob Translation” shall not exceed two (2) units in total per one (1) User (or any other number of units specified in the application form). The “Daijob Translation” shall not be used on the units in excess of the specified total number of units and the User shall not raise any objection against it.

Article 10 (Fees and Term)

1. The fees for using the “Daijob Translation” and the term during which the “Daijob Translation” may be used (hereinafter referred to as the “Term”) shall be as indicated in the price list separately established by the Company.
2. Costs and expenses for the payment, such as bank transfer fee shall be borne by the User.
3. The fees paid shall not be refunded for any reason whatsoever.
4. If the User fails to pay fees by the payment due date, the User shall pay the late payment charge calculated at a rate of fourteen point six percent (14.6%) per annum according to the number of days from the day following the payment due date until payment in full.

Article 11 (Succession of Status)

1. If the User desires to have its status succeeded to in connection with a merger or split by the User, the corporation or organization that should succeed to such status shall promptly notify the Company together with the document certifying the merger or split in the manner prescribed in the Rules.
2. The provisions of paragraph 2 and paragraph 3 of Article 8 (Conclusion of Use Contracts) shall apply mutatis mutandis to the succession prescribed in the preceding paragraph.

Article 12 (Prohibition of Transfer of Rights, etc.)

The User shall not transfer, lease or offer as collateral all or a part of its rights and obligations under these Terms to any third party.

Article 13 (Change of User Name, etc.)

The User shall promptly notify the Company of any changes in its name or trade name, address, email address, telephone number, etc., in the manner prescribed in the Rules.

Article 14 (Suspension of Provision of Services)

If any of the following events occur, the Company may suspend the provision of all or a part of the “Daijob Translation” to the User without prior notice:

1. If the User is delayed in payment of the amount payable to the Company in connection with the use contract;
2. If the User breaches these Terms or the Rules;
3. If it is discovered that the User made a false description in applying for the use contract;
4. If the Company deems the User to be unfit as a user of the “Daijob Translation”;
5. If the User commits an act that falls under any of the prohibition prescribed in Article 18;
6. If the User commits an act that causes excessive load on the server, network and the like as used for the operation of the “Daijob Translation”, or the Company deems that the User is likely to interfere with the use by another User or otherwise causes or is likely to cause trouble to another User in terms of the fulfillment of business operations or in terms of technology;
7. If the Company suspends all or a part of the business related to the “Daijob Translation” (The Company may suspend all or a part of the business related to the “Daijob Translation” according to the discretion of the Company); or
8. If there are any other circumstances similar to those prescribed in the preceding items.

Article 15 (Halt and Cancellation of Provision of Services)

1. In any of the following cases, the Company may halt the provision of all or a part of the “Daijob Translation” upon notice to the User (except in case of emergency):
   1. If any trouble occurs to the telecommunications facilities, etc., that the Company uses;
   2. If it becomes difficult to provide the “Daijob Translation” because of the fact that the type 1 telecommunications carrier or domestic or foreign telecommunications carriers discontinue to provide telecommunications service;
   3. Regular or emergency maintenance;
   4. If it becomes or is likely to become impossible or difficult to provide the service due to the occurrence of a natural disaster or other emergency situation;
   5. If there are circumstances similar to those prescribed in the preceding items; or
   6. If any other event that the Company deems reasonable occurs.
2. If any circumstances occur that fall under any of the items in the preceding paragraph, other than item (3) and the extend of situation is devastating and serious, the Company may cancel all or a part of the “Daijob Translation” upon notice to the User (except in case of emergency).

Article 16 (Termination)

If the User falls under any of the following items, the Company may terminate all or a part of the user contract without notice:

1. If the User has a petition for compulsory execution, public auction, attachment, provisional attachment, procedure for collection of tax delinquency, bankruptcy, civil rehabilitation or corporate rehabilitation filed against it or files a petition for bankruptcy, civil rehabilitation or corporate rehabilitation;
2. If the User is dissolved;
3. If the User has dishonored its bills or checks;
4. If the User has its business license revoked or its business suspended by supervisory authorities;
5. If the User falls under any of the items of Article 14 (Suspension of Provision of Services);
6. If the Company reasonably considers that there exists or is likely to exist any fact contrary to the representation and warranty of paragraph 4 of Article 8; or
7. If any circumstances similar to those prescribed in the preceding items or any circumstances under which the Company considers it difficult to continue the use contract occurs.

Article 17 (Storage and Erasure of Data)

1. The Company may reproduce and keep the data concerning the use of the “Daijob Translation” by a User without prior consent of the User.
2. If the use contract ends by termination or expiration or otherwise, the Company may erase any data stored in the server of the Company concerning the use of the “Daijob Translation” (including for the reproduced data as prescribed in the preceding paragraph).
3. The User shall not raise any objection against the erasure of the data under the preceding paragraph, and the Company shall not be responsible for any damage or disadvantage suffered thereby by the User.

Chapter 3 Others

Article 18 (Prohibition)

The User shall not commit any act falling under any of the following items when using the “Daijob Translation”:

1. Using the “Daijob Translation” in the manner contrary to domestic and foreign laws and regulations, rules or public order and morality;
2. An act that infringes the property rights (including copyrights and other intellectual property rights), privacy or other rights of the Company, another User or a third party, or that gives disadvantages to the Company or third parties;
3. Distributing information slandering or libeling the Company, another User or a third party;
4. An act of reproducing, altering, modifying, performing secondary use of, reverse engineering or reverse assembling, decompiling all or a part of the “Daijob Translation” and its accessories, or causing any third party to perform such act;
5. Sending automatic query to the system of the “Daijob Translation” without prior written permission of the Company; automatic query includes the use of the “Daijob Translation” on metasearch or online;
6. Accessing by using means other than the interface to the “Daijob Translation” that is provided to the User, without prior written permission of the Company;
7. An act that the Company deems unfit as an act of a user and directs the User to cease to commit;
8. An act of setting a link, knowing that a certain act falls under any of the items above, in a manner that promotes and for the purpose of promoting the act;
9. Using or providing the information that is translated using the “Daijob Translation” (such as a set of original text and its automatically translated text in a parallel translation form, dictionaries of “Ultimate Dictionary” and translation examples) as learning data for the development of automatic translation or other similar services; or
10. Any act similar to those prescribed in the preceding items.

Article 19 (Protection of Personal Information)

1. The Company may use personal information only for the purpose that falls under any of the following items and shall not use personal information for any other purpose unless prior consent of the User as the subject of the personal information is obtained;
   1. Communication, cooperation, negotiation, performance of contracts with or demand for performance against the User;
   2. Provision of maintenance and support, etc.;
   3. Investigation or analysis, etc., for the development of improved goods and services; or
   4. Sales, provision or delivery of goods and services, introduction of sales or service windows, information about seminars, exhibitions and other events, provision of information on goods and services, and advertisements, etc.
2. Except in cases prescribed in Article 7, the Company shall not provide or use collected personal information, without permission; provided, however, that in any of the following cases, the Company may provide personal information of the User without prior consent of the User:
   1. If the Company receives an official inquiry by a public institution based on the relevant law or if the Company is obligated to disclose under the relevant law; or
   2. If there exists imminent danger to the life, body and property of an individual and urgent necessity to do so.

Article 20 (Confidentiality)

Neither the Company nor the User may, without prior consent of the other party, disclose to any third party, the secret information that is learned by the Company or the User in the course of the performance of the use contract; provided, however, that this shall not apply in any of the following cases:

1. If the information was already in the public domain at the time of disclosure thereof or comes in the public domain through no fault of the party that has received the confidential information;
2. If the information was rightfully obtained from a third party without obligations of confidentiality;
3. If the information was already held at the time of disclosure thereof:
4. If the information was independently developed;
5. If the disclosure of the information is agreed to;
6. If the Company collects information to the extent that the User is not identifiable and collects statistics for the purpose of grasping usage trends of “Daijob Translation” or preparing documents for the purpose of an explanation about “Daijob Translation” to a third party;
7. If an inquiry by a public institution under the relevant law is received or if obligation of disclosure is imposed under the relevant law; or
8. Cases similar to those prescribed in the preceding items.

Article 21 (Obligations of Users)

1. Management of User ID and Password
   1. The User shall be fully responsible for the management and use of the User’s own user ID and password. If the User forgets these, the User shall promptly notify the Company.
   2. The User shall not transfer to any third party, or allow any third party to use, the User’s user ID and password.
2. Communication Environment, etc.
   1. If the User performs communication through any other domestic or foreign network, the User shall comply with the rules of all the networks through which communication is made.
      
   2. The User shall purchase, install or otherwise, any terminal and communication lines necessary for use of the “Daijob Translation” at the responsibility of and at the expense of the User.
      
3. Other

   If any claim or action is brought by another User or a third party against the Company or any other dispute occurs due to the fault of the User, the User shall resolve such dispute at the responsibility of and at the expense of the User.

Article 22 (Indemnity)

1. The Company shall not be liable for any damage or disadvantage (including the loss of data) suffered by the User relating to the use or unavailability of use by the User of the “Daijob Translation”, including the following cases:
   1. Change in the content of the “Daijob Translation” under paragraph 2 of Article 5 (Services to be Provided);
   2. Refusal of Succession under paragraph 2 of Article 11 (Succession of Status);
   3. Suspension of Provision of the “Daijob Translation” under Article 14 (Suspension of Provision of Services);
   4. Halt and Cancellation of the provision of the “Daijob Translation” under Article 15 (Halt and Cancellation of Provision of Services);
   5. Termination of the use contract under Article 16 (Termination);
   6. End of the use contract by the expiration of the Term, etc.;
   7. Any other events similar to those prescribed in the preceding items or unavailability for use of the “Daijob Translation” due to any other events.
2. If any third party causes damage to the User or another third party due to the unauthorized use of the “Daijob Translation” by said third party by unauthorized use, etc., of the user ID and password, etc., the Company shall not be liable for such damage.
3. The Company shall make no warranties, such as the accuracy, currentness, integrity or usefulness, etc., as to the “Daijob Translation” and the information acquired by the User through the use of the “Daijob Translation” and shall not be liable therefor.
4. The Company shall make no warranties as to the operation of the devices and software used by the User. Any costs and expenses for the connection incurred at the time of the use of the Service charged by telephone companies or various communications carriers shall be managed by the User at the responsibility of the User and the Company shall provide no guarantees.
5. If any dispute arises between the User and another User or a third party in connection with the use of the “Daijob Translation”, or if the User causes damage to another User or a third party, it shall be resolved at the responsibility of and at the expense of the User and the Company shall not be liable therefor. If the Company suffers damage in those cases, the User shall compensate for such damage.
6. In order to prevent unauthorized access by third parties, the Company may restrict access by third parties through the Internet connection providers the management of which is judged to be inadequate, regardless of whether such access is made in good faith or not. The Company shall not be liable for any damage or disadvantage suffered thereby by the User.
7. The Company shall not be liable or otherwise responsible for any damage or disadvantage suffered by the User or a third party due to unauthorized access or attack to the “Daijob Translation” equipment, etc., or interception on communication paths, etc., that cannot be protected even with the care of the Company’s prudent managers.
8. If the User or a third party suffers damage due to the subcontractor’s work, the Company shall not be liable for such damage in the case where the Company is not grossly negligent or otherwise at fault for the selection or supervision of subcontractors;
9. If any link to or advertisement of another website or resource is provided on the “Daijob Translation” site, any transaction on such link destination or with the advertiser shall be performed between the User and such link destination or the advertiser. The Company shall not be liable for any damage or disadvantage suffered thereby by the User or a third party.

Article 23 (Copyrights)

1. The rights and copyrights and other intellectual properties as to the “Daijob Translation”, attached manuals or other documents, and attached tools shall be owned by the Company or the right holder that grants the right to use, right to sell, or otherwise, to the Company. Another software or service in which a third party has copyrights or other intellectual property rights are distributed with or incorporated in the “Daijob Translation”, and the copyrights in and to such software shall be vested in each relevant copyright holder.
2. In the “Daijob Translation”, any right (including the rights prescribed in Article 27 and Article 28 of the Copyright Act and the rights of secondary use and excluding the rights held by the copyright holder of the original work to be translated or other third party) as to the works of translated text (including the translated text created by optional service) shall be transferred from the right holder prescribed in the preceding paragraph to the User at the time when the User downloads the translation from the user screen of the User; provided, however, that if the fee for using the optional service has not been paid, those rights shall be transferred upon the completion of the payment. This paragraph shall not warrant that the copyrights arise as to the translated text as a derivative work.
3. The Company shall not exercise moral rights as to the translated text after the completion of the transfer of rights under the preceding paragraph.

Article 24 (Compensation for Damages)

If the User causes damage to the Company or a third party due to the act in breach of these Terms or unauthorized or illegal use of the Service, the Company may claim reasonable compensation for damages (including attorneys’ fees) from the User.

Article 25 (Governing Law)

The use contract shall be governed by the laws of Japan.

Article 26 (Court of Jurisdiction)

The Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction over any dispute arising out of or in connection with the use contract.

Article 27 (Language)

The Japanese version of these Terms shall be the original text and the translated version in any other language shall be for reference purposes only. Therefore, in the case of any discrepancy between the original Japanese text of these Terms and the translated version thereof, the construction of the Japanese version of these Terms shall take precedence for all purposes.

Article 28 (Independency of Provisions)

If all or a part of any of the provisions of these Terms is found invalid or unenforceable due to noncompliance with laws and regulations or any other reason, the remaining provisions of these Terms or the remaining part of the provisions a part of which is found illegal or unenforceable shall remain unaffected.

Article 29 (Matters for Consultation)

Any matters not prescribed in these Terms or any doubt about the construction of these Terms shall be promptly resolved through consultation between the Company and the User in good faith.

Supplementary Provisions

These Terms shall become effective from September 17, 2019.