AllClip Terms of Service

These Terms of Service (the "Terms") set forth the conditions of use of the services provided by AllClip Inc. (the "Company") on this website (the "Service"). Anyone using the Service is requested to read these Terms in full before agreeing to them.

These Terms govern the rights and obligations between the Company and the Users (as defined in Article 2) regarding the use of the Service (as defined in Article 2) and shall apply to all matters relating to the use of the Service between the parties.

Any rules or provisions relating to the Service that the Company posts from time to time on the Company's website (as defined in Article 2) shall form part of these Terms.

If a separate agreement exists between the Company and a User regarding the use of the Service, and the terms of that agreement differ from these Terms, the terms of that agreement shall prevail.

The following terms used in these Terms shall have the meanings set forth below.

• "Account Information" means the user ID and password used to access the Service.
• "Service Period" means the period during which the Service may be used, namely one year from the date of execution of the Service Agreement.
• "Intellectual Property Rights" means copyrights, patents, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire such rights or to apply for registration).
• "Company Website" means the website operated by the Company under the domain "allclip.co", including any version thereof following any change of domain or content.
• "Team" means a corporation, association, unincorporated association, or other legal entity or organization.
• "User" means an individual or legal entity that has agreed to comply with these Terms and has concluded a Service Agreement with the Company as defined in paragraph 12 of this Article.
• "Owner User" means a User that belongs to a Team and is responsible for paying the Service Fees as defined in paragraph 13 of this Article.
• "Team User" means a User other than the Owner User who belongs to the same Team as the Owner User.
• "Download User" means a User that does not belong to a Team.
• "Registration Information" means the information required at the time of registration for the Service, as separately specified by the Company.
• "Service" means the service provided by the Company under the name "AllClip", including any version thereof following any change of name or content.
• "Service Agreement" means the agreement concerning the use of the Service that is concluded between the User and the Company in accordance with these Terms.
• "Service Fee" means the fee separately specified by the Company as consideration for the use of the Service.

A User may apply for registration to use the Service by agreeing to comply with these Terms and providing Registration Information by the method specified by the Company.

As a general rule, applications for registration may not be made by an agent. Users must provide true, accurate, and up-to-date information when applying for registration.

An Owner User represents and warrants to the Company that the Owner User has the necessary authority to pay the Service Fees for the Team. If this representation and warranty is breached, the breaching party itself shall bear the obligation to pay the Service Fees and the obligations of an Owner User under these Terms.

The Company may refuse registration to a User that applies under the preceding paragraph in any of the following cases:

• When the Company determines that there is a risk of violation of these Terms.
• When the Registration Information contains falsehoods, errors, or omissions.
• When the applicant has previously had their registration to use the Service cancelled.
• When the applicant is a minor, an adult ward, a person under curatorship or assistance, and has not obtained the consent of a legal representative, guardian, curator, or assistant.
• When the Company determines that the applicant is involved with anti-social forces (including organized crime groups, members thereof, right-wing organizations, and others equivalent thereto), or otherwise cooperates with or participates in the maintenance, operation, or management of anti-social forces through funding or other means.
• When the Company otherwise determines that registration is inappropriate.

The Company shall determine whether to register a User in accordance with the preceding paragraph and its own standards. When the Company accepts the registration, it shall notify the User accordingly, whereupon the User shall be registered as a user of the Service. When registration as an Owner User is approved, registration as an Owner User shall be completed upon notification.

If any change occurs in the Registration Information, the User shall promptly notify the Company of the change by the method designated by the Company and submit any documents requested by the Company.

Subject to the completion of the payment processing in accordance with the procedures specified for the Service, Owner Users and Team Users may use the Service in accordance with the quotation, these Terms, and the method specified by the Company.

Notwithstanding the preceding paragraph, if an Owner User does not notify the Company by the method designated by the Company of its refusal to renew the contract at least 20 days before the end of the Service Period, the Service Period shall be automatically renewed under the same terms and conditions, and the same shall apply thereafter.

The Owner User shall bear the obligation to pay the Service Fees to the Company in accordance with Article 5, paragraph 2, for any automatically renewed Service Period.

The Owner User shall pay to the Company, by the date and by the method designated by the Company, the Service Fees stated in the quotation together with any applicable consumption tax. Transfer fees and other expenses necessary for payment shall be borne by the Owner User.

If the Service Period is automatically renewed pursuant to Article 4, paragraph 2, the Owner User shall pay the Service Fees together with any applicable consumption tax by the date and by the method designated by the Company. Transfer fees and other expenses necessary for payment shall be borne by the Owner User.

Unless otherwise agreed in the quotation, Service Fees shall be paid in full immediately. Unpaid amounts shall accrue statutory interest under the Civil Code.

The Company may change the Service Fees at its discretion. Such changes shall become effective on the change date by giving 20 days' prior written notice. In the event of automatic renewal, changes to the Service Fees shall be deemed to be accepted by both parties.

Discounts indicated in the quotation shall apply only when the customer meets the specified conditions.

If the Owner User fails to pay the Service Fees, the Company shall have the right to take any of the following actions:

• To suspend all or part of the provision of the Service to all Users belonging to the Owner User's Team until payment is completed.
• To block access of all Users belonging to the Owner User's Team until payment is completed.
• To terminate the Service Agreement with all Users belonging to the Owner User's Team without notice.

The Owner User shall bear the risk of cancellation and/or postponement of matches, and such events shall not relieve the Owner User from the obligation to pay the Service Fees.

Even if all Users belonging to the Owner User's Team unsubscribe during the Service Period, no pro-rata refund of any Service Fees already paid shall be made.

Even if a User belonging to the Owner User's Team is unable to use the Service due to the Owner User's failure to pay the Service Fees set forth in this Article, the Company shall not compensate for any damages resulting therefrom.

The User shall be responsible for the proper management of their user ID and password.

Under no circumstances may a User transfer, lend, or share their user ID and password with any third party. If a login is performed using a combination of user ID and password that matches the Registration Information, it shall be deemed to be a use by the User who registered the user ID.

The Company shall not be liable for any damages caused by the unauthorized use of a user ID and password by a third party, unless the Company is willful or negligent.

When using the Service, off-the-shelf hardware specified by the Company (the "Designated Hardware") shall be used. Its use shall be limited to video recording and capture related to the Service.

Use of the Designated Hardware is part of the provision of the Service under these Terms and the Service Agreement, and Users may not use the Designated Hardware for any other purpose without the Company's approval.

The Company shall not be liable for the maintenance, repair, or operation of the Designated Hardware, except in cases of willful misconduct or gross negligence on the part of the Company. In the event of any failure or technical defect, the User shall obtain warranty and support from the manufacturer of the Designated Hardware.

The Company's support is limited to the software features and analytical tools provided within the Service and does not include support for the Designated Hardware.

The Company does not provide its own warranty for the Designated Hardware. All operational warranties shall conform to the warranty provided by the manufacturer.

The Company shall not be liable for any technical issues of the Designated Hardware arising from malfunctions, failures, or connection with the Service. The Company shall also be exempt from liability in respect of any service interruption caused by failure of the Designated Hardware.

The User shall be responsible for using the Designated Hardware correctly in accordance with the manufacturer's instructions, and shall bear sole responsibility for any damages caused by misuse or improper handling.

If a User causes damage to a third party due to misuse or inadequate management of the Designated Hardware, the Company shall not be liable.

The Designated Hardware operates in conjunction with some functions of the Service, but the User acknowledges in advance that some functions of the Service may become unavailable if the firmware or manufacturer specifications of the Designated Hardware are changed.

When using any related services or applications provided through the Designated Hardware, the manufacturer's terms of service and privacy policy shall apply.

The storage and management of data captured or recorded by the Designated Hardware shall be at the User's responsibility, and the Company shall not be liable for any loss or damage of such data.

If data obtained by capturing with the Designated Hardware (the "Captured Data") is uploaded to the Company's cloud system or analytical platform, the handling of such data shall be governed by the Company's Privacy Policy.

The Company shall not be liable for any damages arising from the use of the Designated Hardware, nor shall it compensate for damages caused by malfunction or data loss of the Designated Hardware.

In providing the Service, the Company uses servers and other services directly or indirectly provided by Playbox Inc. (Personal information acquired by Playbox Inc. under a Service Agreement with a User shall continue to be handled by Playbox Inc. in accordance with its privacy policy.) Furthermore, the User's data (excluding personal data) recorded on the servers of Playbox Inc. may be freely used by Playbox Inc. regardless of whether the Company is using the service, and by agreeing to these Terms, the User is deemed to have consented thereto.

Users shall not engage in any of the following acts in their use of the Service:

• Acts that infringe (or directly or indirectly induce infringement of) the intellectual property rights, portrait rights, privacy, honor, or other rights or interests of the Company, other Users, or third parties.
• Acts related to criminal conduct or contrary to public order and morals.
• Transmission of obscene content or information harmful to minors.
• Transmission of content related to dating or sexual encounters.
• Acts that violate any law or any internal rules of the Company or of industry organizations to which the User belongs.
• Transmission of information containing computer viruses or other harmful programs.
• Unilateral transmission of spam emails or unsolicited newsletters.
• Tampering with information provided through the Service.
• Acts such as duplicating, modifying, analyzing, or combining the Service or similar acts.
• Use of the Service beyond the User's own purposes of use.
• Transmission of data exceeding the data capacity specified by the Company through the Service.
• Acts that may interfere with the smooth operation of the Service by the Company.
• Any other acts deemed inappropriate by the Company.

If the Company determines that a User's transmission of information falls under any of the above, the Company shall have the right to delete all or part of such information without prior notice. The Company shall not be liable for any damages incurred by the User as a result of such measures, except in cases of willful misconduct or gross negligence by the Company.

The Company may suspend or interrupt all or part of the Service without prior notice to Users in the following cases:

• When regular or emergency inspection or maintenance of the systems related to the Service is performed.
• When the Service is interrupted due to failure of computers, communication lines, or similar.
• When the provision of the Service becomes difficult due to force majeure events such as natural disasters, fires, or power outages.
• When the Company otherwise unavoidably determines that suspension or interruption is necessary.

The Company may change all or part of the functionality of the Service at its discretion without prior notice to Users.

If the Company terminates the provision of the Service for its own reasons, it shall notify Users with reasonable advance notice.

The Company shall not be liable for any damages incurred by Users as a result of measures taken under this Article.

Users shall, at their own responsibility and expense, take appropriate security measures appropriate to their own usage environment to prevent virus infection, unauthorized access, information leakage, and the like.

Even if the Company stores messages or other information sent or received by Users for operational purposes for a certain period, the Company is not obligated to retain such information permanently. The Company reserves the right to delete stored information at any time, and shall not be liable for any damages resulting therefrom.

When installing software or the like on the User's computer by downloading from the Company's website or by other means when starting or using the Service, the User shall exercise due care so as not to cause the loss or alteration of any information held by the User or any malfunction or damage to equipment. The Company shall not be liable for any such damages incurred by the User.

All ownership and intellectual property rights relating to the Company Website and the Service belong to the Company. Unless expressly provided in these Terms, the license to use the Service does not constitute a transfer or grant of intellectual property rights related to the Company Website or the Service. Users shall not engage in any acts that infringe the intellectual property rights of the Company or its licensors (including, but not limited to, reverse engineering, decompiling, and disassembling).

Numbers, text, images, videos, captured data, and other data input, posted, or transmitted by Users on the Company Website or the Service ("User Input Data") may be freely used by the Company without compensation (including reproduction, modification, and sublicensing to third parties). However, if User Input Data contains personal information, it shall be appropriately anonymized so that individuals cannot be identified before being used. Users shall not exercise their moral rights as authors with respect to the Company's use of the User Input Data.

Users acknowledge that the intellectual property rights (including the rights provided in Articles 27 and 28 of the Copyright Act) in the video records and clips produced by the Company based on the Captured Data ("AllClip Videos") and in data collected in relation to such AllClip Videos belong to the Company.

Users may engage in the following acts with respect to AllClip Videos:

• Using AllClip Videos within the User's Team.
• Making AllClip Videos available to the public for the purpose of promoting the User's Team.
• Sharing AllClip Videos with the User's relatives, acquaintances, or other close persons for personal or household use or within a similar limited scope.
• Sharing AllClip Videos with companies or related parties for the purpose of recruiting new members to the User's Team.
• Using AllClip Videos by other methods deemed appropriate by the Company.

Based on the User's consent, the Company may enable digital production, processing, reproduction, use, and public viewing of AllClip Videos, and may also use them for marketing purposes.

The Company shall bear the financial burden and organizational responsibility necessary for the production of AllClip Videos.

The Company may, without prior notice or demand, temporarily suspend the use of the Service or cancel the registration if any of the following events occurs:

• When the User violates these Terms.
• When falsehood is found in the Registration Information.
• When the User has used or attempted to use the Service for a purpose or in a manner that may harm the rights or interests of the Company, other Users, or third parties.
• When the User has interfered with the operation of the Service by any means.
• When suspension of payment or inability to pay occurs, or proceedings such as commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation are commenced.
• When the User receives dishonor or any disposition similar to suspension of transactions by a bill clearinghouse.
• When attachment, provisional attachment, provisional disposition, compulsory execution, or auction is filed.
• When the User receives a disposition for delinquency of taxes or public charges.
• When the User dies or receives a ruling for commencement of guardianship, curatorship, or assistance.
• When there has been no use for three months or more and the User does not respond to communications from the Company.
• When Article 3, paragraph 4 applies.
• When the Company otherwise determines that continuation of registration is inappropriate.

If any of the events in the preceding paragraph occurs, the User shall lose the benefit of time and shall immediately perform all obligations to the Company.

A User may terminate their registration for the Service at any time by applying through the method designated by the Company.

The Company shall not be liable for any damages incurred by Users in connection with actions taken pursuant to this Article.

If registration is terminated or cancelled, the User shall, in accordance with the Company's instructions, be obligated to return or destroy any service-related software or manuals provided by the Company.

The Company does not warrant any particular outcome with respect to the content of the Service. The Service is provided "as is", and the Company makes no warranties as to its fitness, usefulness, or continuity.

Even if a User has obtained information directly or indirectly from the Company, the Company shall not provide any warranty beyond the scope set forth in these Terms.

Users shall verify at their own responsibility whether their use of the Service violates any legal obligation or industry standard, and the Company does not warrant such legality.

The Company is not involved in and shall not be liable for any troubles with other Users or third parties arising through the Service or the Company Website.

Except as otherwise provided in these Terms, the Company shall not be liable for any damages suffered by Users in connection with the interruption or suspension of the Service, changes to its content, or loss of information.

Except as otherwise provided in these Terms, the Company shall not be liable for damages arising as a result of, or the inability to use, the Service.

If the Company Website contains links to other sites, the Company shall not be liable for those external sites or their content.

If a User suffers damages in connection with the Service due to default or tort on the part of the Company, the Company shall be liable up to the total amount of Service Fees paid in the past year, unless there has been willful misconduct or gross negligence on the part of the Company.

If a User causes damage to the Company by violating these Terms, the User shall compensate the Company for such damage.

If any claim or dispute arises with another User or a third party in connection with the use of the Service, the User shall notify the Company of the details and shall endeavor to resolve it at their own responsibility, and the Company shall not be liable for such matters.

"Confidential Information" means non-public information of a technical, business, or financial nature provided by the Company to Users in connection with the Service. However, the following information shall not be considered Confidential Information:

• Information that was already publicly known at the time of provision.
• Information that subsequently became publicly known not by the fault of the receiving party.
• Information lawfully acquired from a legitimate third party.
• Information independently developed.
• Information that the Company has expressly stated need not be kept confidential.

Users shall use Confidential Information only within the scope of the purpose of using the Service and shall not disclose it to any third party without the Company's permission.

If Confidential Information must be disclosed pursuant to laws or court orders, the User shall promptly notify the Company.

If Users reproduce Confidential Information, they shall obtain the Company's prior consent and manage it strictly.

Upon request by the Company, the User shall promptly return or destroy Confidential Information and related materials.

The Company shall properly manage personal information acquired from Users in accordance with the Privacy Policy established by the Company and the special provisions concerning "AllClip". Users hereby consent to the handling of personal information in accordance with the Privacy Policy.

The Service Agreement shall take effect on the date the User's registration is completed pursuant to Article 3, and shall remain effective until the earlier of the date of cancellation of the User's registration, the expiration of the Service Period, or the date of termination of the Service.

The Company may amend these Terms without obtaining the consent of Users if any of the following applies, and the amended Terms shall apply from the effective date of amendment:

• When the amendment of these Terms conforms to the general interests of Users.
• When the amendment of these Terms is not contrary to the purpose of these Terms and is reasonable in light of the necessity of the amendment, the reasonableness of the amended content, and other circumstances relating to the amendment.

When amending these Terms pursuant to the preceding paragraph, the Company shall publish or notify the fact of amendment, the amended content, and the effective date by posting on the Company's website or by other methods deemed appropriate.

A User shall be deemed to have agreed to the amendment if they use the Service after the effective date of the amendment or fail to follow the procedures for cancellation of registration.

Inquiries concerning the Service, notices from the Company to Users, and communications from Users to the Company shall be made by the methods designated by the Company.

Users shall not, without the Company's prior written consent, transfer, assign, pledge, or otherwise dispose of their position under the Service Agreement or their rights or obligations under these Terms to any third party.

Users may transfer their position, rights, or obligations under the Service Agreement only with prior notice to and consent from the Company. In such cases, the transferee shall agree to these Terms and shall succeed to all outstanding debts of the User.

If the Company transfers the business of the Service to a third party, it may transfer to the transferee the position, rights, obligations, and Registration Information of Users under the Service Agreement, and Users hereby consent thereto in advance.

These Terms constitute the entire agreement between the Company and Users with respect to the subject matter hereof, and supersede any prior oral or written agreements or representations with respect to the matters set forth in these Terms.

Even if any provision or part of these Terms is held to be invalid or unenforceable under the Consumer Contract Act or other laws, the remaining portions shall continue in full force and effect. The parties shall endeavor to amend such invalid or unenforceable provisions in a lawful manner that produces equivalent effect.

The provisions of Article 5, paragraphs 1 to 3 (only in the case of any outstanding payment), Article 5, paragraph 4, Article 6, paragraph 2, Article 9, paragraph 4, Article 11, Article 12, Article 13, paragraphs 2, 4, and 5, Articles 14 through 16, and Articles 22 through 25 shall survive the termination of the Service Agreement. However, Article 15 shall survive only for five years after the termination of the Service Agreement.

These Terms shall be governed by and construed in accordance with the laws of Japan. Any dispute arising in connection with these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Any matters not stipulated in these Terms or any doubts regarding their interpretation shall be resolved promptly by good-faith consultation between the Company and the User.