These Terms and Conditions set forth the terms and conditions for providing the Services, and the rights and obligations between the Company and registered users of the Services. You must read and agree to the entire Terms and Conditions before using the Services.
The purpose of these Terms and Conditions is to set forth the terms and conditions for providing the Services and the rights and obligations between the Company and the Registered Users (as defined below), and these Terms and Conditions shall apply to all aspects of the services between the Registered Users and the Company.
For purposes of these Terms and Conditions, the following terms have the following meanings.
- "Service Agreement" means the agreements relating to the Services to be executed between the Company and the Registered User.
- "IP Rights" means copyrights, patents, trademarks, utility rights, design rights and other intellectual property rights (including rights to obtain or to apply for registration of such rights).
- "Company" means P2 TECH PTE LTD.
- "Registered User'' means any entity that the Company has executed a Service Agreement with pursuant to Article 3 (Application).
- "Services'' means any and all services provided by the Company under the name "Verification & Authentication Service" (or if such name or the content of such services has been modified for any reasons, such modified services).
- Entities wishing to use the Services (a "Candidate") may apply to the Company for the execution of a Service Agreement by agreeing to comply herewith and providing certain information as specified by the Company (the "Registration Information'') by filling out the application form.
- The Company shall determine whether to accept the application of a Candidate who made an application pursuant to paragraph 1 of this article (an "Applicant") in accordance with the Company's criterion and shall notify the Applicant of its acceptance, if the Company decides to do so. The Service Agreement between the Company and Applicant shall be executed when the Company notifies the Applicant as stipulated in this paragraph.
- Upon completion of execution of the Service Agreement, the Registered User shall be allowed to use the Services pursuant to these Terms and Conditions.
- The Company reserves the rights to refuse to accept the application of any Applicant without any obligation to disclose the reasons, in the event that:
- Any or all of the Registration Information provided by the Applicant to the Company is found to be false, inaccurate or omitted;
- The Applicant was determined by the Company to (i) constitute an organized crime group or a member thereof, rightist organization, anti-social force, or other similar entity ("Antisocial Force"), (ii) have any interaction or involvement with an Antisocial Force, or (iii) assist or be involved in the maintenance, operation or management of an Antisocial Force by way of finance or other means;
- The Applicant was determined to have been in violation of any agreement with the Company, or to have been in involvement with a defaulting party of any such agreements;
- The Applicant has suffered any of the measures under Article 10; or
- In addition to the foregoing, the Company deems the registration inappropriate.
4. Change to registration information
The Registered User shall promptly notify the Company of any change to the Registration Information in accordance with such manner as prescribed by the Company.
5. Password and user ID management
- The Registered User shall be responsible for keeping and maintaining its password and user ID for the Services in an appropriate manner, are not allowed to let any third party to use them, or lend, transfer, change the name of, or sell them.
- The Registered User shall be, and the Company shall in no event be, liable for damages arising out of inappropriate management, misuse, or use of the Registered User's password or user ID by a third party.
6. Fees and payment method
- In consideration of the services hereunder, the Registered User shall pay to the Company such fees as may be established by the company and indicated on the application form, pursuant to the payment method as designated by the Company.
- If the Registered User fails to pay the above fees when due and payable, it shall be obligated to pay a default penalty at the rate of 14.6% per annum.
7. Prohibited actions
When using the Services hereunder, the Registered User may not conduct any of the following acts or any act that the Company determines falls under any of the following:
- acts that violate any laws or regulations or that are associated with criminal activity;
- acts that defraud or threaten the Company, other Registered Users or other third parties;
- acts against public order and good morals;
- acts that infringe any IP Rights, portrait rights, privacy rights, reputation or other rights or profit of the Company, other Registered Users or other third parties;
- acts that place an excessive burden on the network or system of the Services;
- acts that threaten to interrupt the operation of the Services,
- acts to access or attempt to access the system or network of the Services improperly;
- acts to impersonate a third party;
- acts to use the user ID or password of other users of the Services;
- acts of exploitation, advertisement, soliciting or marketing without the Company's prior consent;
- acts that cause disadvantage, damage or uncomfortable feelings to the Company, other users of the services or other third parties;
- acts to provide Antisocial Forces with profit;
- acts that, directly or indirectly, evoke or facilitate acts listed in the preceding items; or
- other acts that the Company deems to be inappropriate.
8. Suspension of the services
- The Company shall be entitled to, without any advance notice to the Registered User, suspend or discontinue the Services, in whole or in part, in the event that:
- Inspection or maintenance of the computer system for the Services needs to be performed due to urgent circumstances;
- Computers or communication lines have been disrupted due to an accident
- The Company becomes unable to provide the Services due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
- The company determines that suspension or discontinuance is required for other reasons.
- Under no circumstances shall the Company be liable for any damages incurred by the Registered User arising out of any measures taken by the Company pursuant to this Article 8.
9. Ownership of rights
Any and all IP Rights related to the Services are expressly reserved by the Company or the Company's licensor. Nothing contained herein shall be construed as granting to the Registered User a license of the IP Rights owned by the company or the Company's licensor.
10. Suspension and termination
- The company may, without prior notice or demand, temporarily suspend the use by the Registered User of the Services, or terminate the Service Agreement, in the event of any of the following:
- The Registered User failed to comply with any of provisions hereof;
- Any of the Registration Information is found to be false;
- The Registered User underwent payment suspension or became insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure was filed against the Registered User;
- The Registered User has not used the Services for 6 months or more;
- The Registered User has not responded to inquiries from the Company or other communications requiring its response for 30 days or more;
- The Registered User falls under any of the subparagraphs of Article 3.4; or
- In addition to the foregoing, if the Company determined that it is not appropriate for the Registered User to use the Services or have the Service Agreement remain in effect.
- If one or more of events specified above occurred, all amounts owed to the Company by the Registered User shall be automatically accelerated, and the Registered User shall immediately pay to the Company such amounts in full.
- The Company shall not be liable for any damages incurred by the Registered User arising out of, or in connection with, any actions taken by the Company pursuant to this Article 10.
11. Cancellation by the registered user
- The Registered User may cancel the Service Agreement by giving notice to the Company to that effect and pursuant to such manner as specified by the Company.
- Upon cancellation pursuant to paragraph 1, all amounts then due and payable from the Registered User, if any, shall be automatically accelerated, and the Registered User shall immediately pay to the Company such amounts in full.
- Treatment of information regarding the Registered User's clients (hereinafter referred to as "Client Information") after the cancellation shall be subject to the provisions of Article 15.
12. Services modification and termination
- The Company shall be entitled to at any time modify or terminate the services in its own discretion. The Company shall notify in advance the Registered User of any intended termination by the Company of the Services.
- The Company shall not be liable for any damages incurred by the Registered User arising out of or in connection with, any actions taken by the Company pursuant to this Article 12.
13. Disclaimer and waiver of warranties
- THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (including but not limited to any representation or warranty (i) of fitness or suitability for a particular purpose contemplated by the Registered User, (ii) that the Services have expected functions, commercial value, accuracy, or usefulness, (iii) that the use by the Registered User of the Services complies with the laws and regulations applicable to the Registered User or any internal rules established by industrial organizations, and (iv) that the Services will be free of interruption or defects).
- Under no circumstances shall the Company be liable for any damages incurred by the Registered User arising out of discontinuance, suspension, termination, unavailability, or modification by the Company of the Services, cancellation of the Service Agreement, loss of registered data or failure of or damage to equipment through the use of the Services, or otherwise in connection with the Services ("Damages"), unless the Damages are a result of the Company's intentional acts or acts of gross negligence.
- The Company shall not be liable for any amount exceeding the consideration paid by the Registered User to the Company for the immediately previous 3 months in relation to Damages incurred by the Registered User that are attributable to the Company for any reasons whatsoever. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, FUTURE DAMAGES AND LOST PROFITS.
- The Company shall not in any way be liable for transactions, communications or disputes arising between the Registered User and other Registered Users or a third party in connection with the Services.
The Registered User shall keep confidential any and all non-public information disclosed by the Company to the Registered User for which the Company has imposed on the Registered User a confidentiality obligation in connection with the Services, unless the Registered User has obtained prior written approval from the Company.
15. Treatment of user information
- The Company may, in its sole discretion, use or make public Client Information, or any information or data provided by the Registered User to the Company as statistical information in a form that cannot identify an individual and the Registered User may not challenge or dispute such use.
The Company reserves the right to amend or change these Terms and Conditions. In the event of any amendment or change to these Terms and Conditions, the Company shall notify the Registered User thereof. If the Registered User uses the Services, or fails to take steps to cancel the Service Agreement within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment or change to these Terms and Conditions.
Any inquiries with respect to the Services or other communications or notices from the Registered User to the Company, or the notices concerning any amendment to these Terms and Conditions or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.
- The Registered User shall not assign, transfer, grant security interests in or otherwise dispose of its status under the Service Agreement or its rights or obligations under these Terms and Conditions without the prior written consent of the Company.
- In cases where the Company has assigned the business regarding the Services to a third party, the Company may, as part of such assignment, assign to such third party its status under the Service Agreement, its rights and obligations under these Terms and Conditions, Client Information, Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance. For the purposes of this Article 18.2, the business assignment referred to above shall include, in addition to the usual form of business assignment, a split of the Company or any other form of restructuring of the Company that would result in a business transfer.
19. Entire agreement
The Service Agreement that has been executed pursuant to Article 3 constitutes the entire agreement between the Company and the Registered User regarding the Services, and merges and supersedes all previous discussion, negotiations and agreements, either oral or written, with respect to the Services, and no addition to or modification of the Service Agreement shall be binding on either the Company and the Registered User unless reduced to writing and agreed upon by both the Company and the Registered User.
If any provision of these Terms and Conditions or part thereof is held to be invalid or unenforceable under any laws or regulations, the remaining provisions hereof shall remain in full force and effect.
21. Governing law and jurisdiction
- These Terms and Conditions shall be governed by the laws of Japan.
- All disputes, controversies, or differences which may arise between the parties, out of or in relation to these Terms and Conditions or the Service Agreement or for the breach thereof, shall be submitted for arbitration to be held at the Singapore International Arbitration Centre (SIAC).
22. Controlling language
These Terms and Conditions shall be executed in the Japanese language. Japanese shall be the governing language and any translation of these Terms and Conditions into any other language is for convenience of reference only and shall not bind the parties hereto.