Terms and Conditions of Use of ACES Meet

When using the Services, the User must agree to these Terms and Conditions after reading the entire text. The User shall be deemed to have agreed to the Terms and Conditions and their individual provisions from the time the User starts using the Services.

These terms and conditions of use (the “Terms and Conditions”) set forth conditions of providing service named “ACES Meet” (the “Service”), a business AI cloud provided by the Company which records and analyzes online Business Meetings provided by ACES, Inc (the “Company”) and the rights of the Company and the user.

Chapter 1 General Provisions

Article 1. (Definitions)

The definitions of the terms used in the Terms and Conditions shall be as follows.

“Service” means the service provided by the Company named “ACES Meet” which is a business AI cloud provided by the Company which records and analyzes online Business Meetings.
“Company’s Website” means the website that is managed and operated by the Company and whose domain includes the character string, ” https://meet.acesinc.co.jp”.
“Service Agreement” means an agreement related to the Service entered into between the Company and a User and includes the Terms and Conditions.
“User Candidate” means any individual (limited to a business operator) or legal entity that wishes to use the Services, applies for registration, or intends to apply for registration.
“User” means any User Candidate who has been accepted by the Company to be registered as a User of the Services under the provisions of Article 4 (Registration).
“Registration Items” means the User’s own information provided by the User to the Company in registering the Services.
“Zoom” means video meeting system “Zoom” (https://zoom.us/) provided by Zoom Video Communications, Inc.
“Client” means an individual or a legal entity which holds Business Meetings with a User using Zoom.
“Business Meeting” means a business meeting between a Client and a User.
“Business Meeting Data” means video data related to a Business Meeting stored on a specified server, and the text data created by transcribing the video data.
“Dashboard” means the screen displaying Meta-Information which is made from a Business Meeting into statistics or other information.
“Meta-Information” means each piece of statistical information related to a Business Meeting displayed on the Dashboard.
“Label” means a setting item to derive Meta-Information from Business Meeting Data and analyze it.
“Intellectual Property Rights” means copyrights, patents, utility model rights, design rights, trademarks, and other intellectual property rights (including the right to acquire such rights or to apply for registrations, etc. for such rights).
“Personal Information” means personal information as defined in Paragraph 1 of Article 2 of the Personal Information Protection Act (Act No. 57 of May 30, 2003; “PIPA”).

Article 2 (Application)

The Terms and Conditions have the purpose of establishing the provision terms of the Service and the rights and obligations between the Company and the Users in relation to the use of the Services and will apply to all relationships between the Users and the Company concerning the use of the Services.
The terms concerning use for the Service posted by the Company on the Company’s website constitute a part of the Terms and Conditions.
When a User separately applies for optional services of the Service, the User shall agree to and comply with the special terms and conditions provided for the optional services.
If there is any contradiction or conflict between the content of the Terms and Conditions and two preceding paragraphs, the Terms and Conditions will be applied preferentially unless noted otherwise.

Article 3. (Revisions)

The Company may revise the contents of the Terms and Conditions including but not limited to the usage fees for the Service and the contents of the Service and other terms, etc. (collectively the “Content of the Terms and Conditions”) in accordance with provisions of the Civil Code.
When the Company intends to revise the Content of the Terms and Conditions, etc. in accordance with the provisions of the preceding paragraph, the Company shall give notice to the Users by indicating on the Company’s Website or by notifying in a manner prescribed by the Company. The revised Terms and Conditions will apply from the date immediately after the period the Company provided for such notice.
If the User does not agree to the revised Terms and Conditions, the use of the Service will be suspended. The User will be deemed to have agreed to these revised Terms and Conditions if the User continues to use the Service.

Chapter 2 Service Registration and Account

Article 4. (Registration)

The User Candidate may use the Service on a trial basis free of charge under the terms prescribed by the Company. The Terms and Conditions will apply even during the trial use. The User Candidate will use the Service upon agreeing to the Terms and Conditions.
The User Candidate may apply to the Company for registration for use of the Service by agreeing to comply with the Terms and Conditions and by providing the Company with the application form stating the Registration Items prescribed by the Company.
The Company shall decide whether to approve registration of the User Candidate under the preceding paragraph in accordance with the Company’s standards. If the registration is approved, the Company shall notify the User Candidate to that effect in a manner prescribed by the Company. The registration of a User Candidate as a User shall be deemed completed upon the notice of the Company under this paragraph.
Upon completion of the registration set forth in the preceding paragraph (3), a Service Agreement will be deemed formed between the User and the Company and the User may use the Service in accordance with the Terms and Conditions.
The Company may refuse registration or re-registration when the User Candidate falls under any of the following grounds and the Company shall not be obligated to disclose any of the reasons for such refusal:
1. If there is a false statement, an error, or an omission, in whole or in part, in the Registration Items provided to the Company;
2. If the User Candidate is a minor, an adult ward, a person under curatorship, or person under assistance who has not obtained the consent of his/her statutory agent, guardian, curator, or assistant;
3. If the Company determines that the User Candidate itself or its officer, or any person equivalent thereto, is an organized crime group, an organized crime group affiliated company, a corporate extortionist, or a person equivalent to such or its member (collectively, “Anti-Social Forces”), or a legal entity, etc. for which an Anti-Social Force has become substantially involved in its business management;
4. If the Company determines that the User Candidate engages in any exchange or involvement with an Anti-Social Force, such as cooperating with, or participating in, the maintenance, operation, or management of the Anti-Social Force, through the provision of funds or other means;
5. If the Company determines that the User Candidate is a person who has breached a contract with the Company in the past, or a related party of such person;
6. If the Company determines that the User Candidate has engaged or is likely to engage in any of the items set forth in Article 22 (Prohibited Acts);
7. If the User Candidate has been subject to the measures set forth in Article 24 (Suspension and Cancellation of Use by the Company); or
8. Otherwise, when the Company considers the registration to be inappropriate.

Article 5. (Changes in Registration Items)

In the event of any change in the Registration Items, the User shall promptly notify the Company of such change in the manner prescribed by the Company.
The Company shall not have liability whatsoever for any damage suffered by the User or any third party due to the User’s failure to give the notice set forth in the preceding paragraph (1).

Article 6. (Account)

After the User Candidate completes the registration, the Company will issue to the User a User ID and a password (the “Account”).
At its own responsibility, the User shall properly manage and store the Account relating to the Service and shall not allow any third party to use the Account, or lend, transfer, change the registered name, or sell the Account to any third party.
The User shall be liable for damages caused by inadequate Account management, misuse, or use by a third party, and the Company shall not have any liability whatsoever with respect thereto.
The Company may deem that all acts of use of the Service occurring after the issuance of the Account are attributable to the User.

Chapter 3 Provision of Services, etc.

Article 7 (Provision of the Service)

The Service is a business AI cloud which enables automatic sharing and analyzing of the content of an online Business Meeting and mood of customers by recording and transcribing the online Business Meeting. Please refer to webpage related to each service on the Company’s Website for more detailed content or functions, etc. of the Service.The Company may from time to time add, revise, and delete, etc. the content and functions, etc. of the Service at the Company’s discretion without prior notice.

Article 8 (Generation and Use of Dashboard)

The User shall set Label registration and the Business Meeting Data saving settings at its own responsibility when using the Service.
The User may freely use Meta-Information generated by the Service or other information displayed on Dashboard for its own business operation on the terms set forth in the Terms and Conditions (However, the User may not license the right to use to a third party).

Article 9 (Service Provided by Third Party)

In the Service, the User uses Zoom and will be required to follow Zoom’s terms and conditions of use or other terms in using the Service. In this case, the User agrees to the Terms and Conditions and required conditions specified by Zoom before the User uses the Service.

Article 10. (Intellectual Property Rights)

Any Intellectual Property Rights relating to tangible and intangible components (including software programs, data bases, icons, images, texts, manuals, and other related documents) that constitute the Service, such as the Company’s Website, will belong to the Company or the third party who has licensed it to the Company.
Notwithstanding the provisions of preceding paragraph, copyright or other Intellectual Property created in relation to a User’s Business Meeting Data and Label information (“Input Data”) will belong to a User or User’s Client.
The User grants free of charge to the Company the right to use Label information to the extent necessary for provision of the Service and use in paragraph 4 of the following Article (Handling Data).

Article 11. (Handling Data)

The User shall not include confidential information related to a Client in Label information registered in the Service.
The User understands and agrees that output of the Service such as Meta-Information and information displayed on Dashboard (“Output Data”) is output based on content of Input Data and the Company shall have no responsibility for the accuracy of contents of the Output Data and the like.
The User shall keep Account information or other necessary information related to use of the Service at its own responsibility.
The Company may use Label information and Output Data registered by the User in the Service for the purpose of improving or developing the Service or the Company’s other services. However, the Company will handle personal data as defined in PIPA within the scope necessary to the User’s purpose of use.

Article 12. (Personal Information Control)

Recognizing the importance of protecting Personal Information, the Company has prepared the Privacy Policy for the Service (ACES-Meet Privacy Policy). The Personal Information of the User provided to the Company through the Service is properly obtained and used within the scope of the purpose of use in accordance with the Privacy Policy.
【Display of ACES-MeetPrivacy Policy】
https://meet.acesinc.co.jp/privacy_policy-en

Chapter 4 General Terms

Article 13. (Delegation)

The Company may delegate all or part of its work related to the provision of the Service to a third party without the User’s approval. Provided, however, that in such case, the Company shall be responsible for managing the subcontractor to whom the work is delegated.

Article 14. (Usage Fees, Calculation Methods, etc.)

The amount and payment method of usage fees for the Service will be stated on the Company’s Website or as stated in the usage fees table provided by the Company. In addition, the Company may change the service fees table in accordance with Article 3 (Revisions).

Article 15. (Delay Damages)

If the User does not pay the usage fees set forth in the preceding Article, the User shall pay the Company 14.6% per annum of the unpaid amount as delay damages from the date immediately following the payment due date until the day immediately preceding date on which payment is made.

Article 16. (Telecommunication Lines)

Telecommunication lines connected to the Company’s Website from the terminal equipment used by a User will be secured and maintained at the User’s own responsibility and expense, and the Company shall not be responsible for any such matters.
The User shall assume all communication costs necessary for using the Service.

Article 17. (Liability in Case of Infringement)

In the event of any claim, dispute or other demand related to the Intellectual Property Rights (hereinafter referred to as “Claims, etc.”) from any third party against a User regarding the use of the Service, the User shall immediately notify the Company thereof in writing.
The Company shall have no liability whatsoever for any Claims, etc. arising between a User and any third party in connection with the use of the Service unless such Claims, etc. occurred for reasons attributable to the Company.
Notwithstanding the preceding paragraph, even for Claims, etc. in Paragraph 1 of this Article based on a ground attributable to the Company, the Company shall not be liable for such Claims, etc. if the Company loses the opportunity to conduct an appropriate defense due to the User not promptly notifying the Company of the occurrence of the Claims, etc. in breach of the provisions of Paragraph 1 of this Article.

Article 18. (Limitation of Warranties)

The Company does not warrant that the Service will conform to specific purpose of use such as improvement of a User’s business operating performance or realize a certain result.
The Company does not warrant that the User will be able to make good use of the Service in any operating system or web browser, nor is the Company obligated to take measures such as operation check and handling improvements to ensure such warranties. The Company does not warrant that the use of the Service will not be interrupted, suspended, or otherwise impaired.
The Company does not warrant that the use of the Service will not be interrupted, suspended, or otherwise impaired.
The Company shall make its best efforts so that there will be no bugs, etc. when providing the Service, however, the Service is provided on an “as is” basis, and the Company does not warrant non-existence of bugs or defect in the Service.

Article 19. (Disclaimer and Limitation of Damages)

The Company shall be responsible for the Service only to the extent limited in accordance with the respective provisions of the Terms and Conditions. The Company shall not be responsible whatsoever for matters which are not warranted by the Company in the Terms and Conditions, for matters for which the Company is not liable in the Terms and Conditions, or matters for which the User is liable in the Terms and Conditions.
Even if any damage is caused to the User with respect to the Service which is attributable to the Company, the Company shall be liable only if the Company caused the damage intentionally or through gross negligence.
In the event of the preceding paragraph (2), the liability of the Company shall be limited to the maximum amount of the usage fees for the last three months that the Company received from the User in connection with the Service.
If any provision of the Terms and Conditions, including the provisions of the preceding article (Article 17) and the paragraphs of this article (Article 18) that exempts or limits the Company’s liability is deemed to not have been agreed to or becomes invalid due to the application of laws such as the Civil Code and the Consumer Contract Act, the Company shall be liable to the User for compensation for direct and actual damages actually incurred by the User.

Article 20. (Suspension of the Service)

The Company may temporarily suspend the Service for maintenance works periodically or as required.
The Company shall notify the User in advance of maintenance work. Provided, however, that in the event of an emergency, the Service will be suspended without prior notice and the User will be notified promptly afterward.
In addition to paragraph 1, the Company may temporarily suspend the Service if it is judged that continuation of the Service may have a serious impact on the User due to interference by a third party, or if there are other unavoidable reasons.
The Company shall not be liable for any disadvantages or damages sustained by the User due to any suspension of the Service made pursuant to this Article.

Article 21. (Discontinuation of the Service)

The Company has the right to discontinue all or a part of the Service at any time
If the Company discontinues the Service, in whole or in part, the Company will notify the User of the discontinuation of the Service not less than three months prior to the discontinuation.
When the Company cannot give at least three months’ prior notice due to unanticipated reasons or unavoidable reasons such as the enactment, revision or abolition of laws and regulations, or a natural disaster, the Company shall give notice to the User as soon as possible.
When notice is given in accordance with the procedures set forth in this Article, the Company shall have no liability whatsoever for the results of the discontinuation of the Service.

Article 22. (Prohibited Acts)

In using the Service, the User shall not take the following actions:

Acts that violate or are likely to violate laws, the Terms and Conditions or contracts concerning the Service;
Acts that infringe or are likely to infringe a third party’s Intellectual Property Right;
Acts that violate non-disclosure agreements and other agreements between the User and a Client;
Acts that are contrary to public order and morality or acts of providing data contrary to public order and morality;
Acts that obstruct or are likely to obstruct the use of another User;
Acts of unauthorized access to hardware or software that constitute the Service, acts of cracking, and other acts that interfere with facilities, etc.;
Acts that obstruct or are likely to obstruct the provision of the Service;
Analysis of software that constitutes the Service, reverse engineering, or other acts attempting to acquire the source code;
Acts of using the Account of another User or attempting to obtain the Account of another User;
Acts of browsing, changing, or altering the data of another User, or acts with the likelihood thereof;
And other acts equivalent to any of the preceding items.

Article 23. (Effective Term)

The effective term of the Service Agreement will be one month from the date of registration. The Service Agreement will be automatically extended for one month on the same terms unless either the Company or the User indicates in writing that it does not want to renew the Service Agreement. The same will apply thereafter.

Article 24. (Suspension and Cancellation of Use or Termination by the Company)

The Company may suspend the provision of the Service or terminate all or a part of the Service Agreement without notice to the User, when the Company judges that any of the following applies to the User:
1. If the User engages in an act that interferes with the business of the Company;
2. If the User violates laws, ordinances or regulations, and the Service Agreement;
3. If the User is subject to attachment, provisional attachment, temporary injunction, disposition for failure to pay taxes, or other disposition by public authority with respect to material assets, or if a petition is made for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings;
4. If the User dissolves, transfers its entire business, or adopts a resolution with respect to either of the foregoing;
5. If the User becomes unable to make payments such as bill or check drawn or accepted by the User being dishonored;
6. If a competent authority suspends the business or revokes the business license or business registration of the User; or
7. In the event of any of the grounds listed in any item of Paragraph 4 of Article 4.
The Company may terminate all or part of the Service Agreement in the event of material grounds that makes the Company unable to provide the Service due to the grounds attributable to the User, which the User has not remedied within 14 days despite a written notice to demand such remedy.

Article 25. (Termination by User)

The User may terminate the Service Agreement at any time by giving notice of termination prescribed by the Company.
Even if the User terminates the Terms and Conditions in accordance with the preceding paragraph (1), the User may not be excused from paying usage fees and unpaid usage fees up to the end of the month of termination may not seek return of paid usage fees.

Article 26. (Process after Termination of Contract)

Upon termination of the Service Agreement for any reason, the User shall immediately cease the use of the Service and may not use the Service thereafter.
Upon termination of the Service Agreement for any reason whatsoever, the Company shall be entitled to remove or delete all data contained in the Service withing thirty(30) days.
The Company shall not be obligated to compensate the User for any damages incurred by the User due to the deletion or removal of Data pursuant to this Article.

Article 27. (Notices)

Notices concerning the Service and other notices from the Company to the User set forth in the Terms and Conditions will be given by an email or by other methods prescribed by the Company. Notices will be effective when sent by the Company.

Article 28. (Transfer, etc. of Contractual Status)

The User shall not have a third party succeed to its contractual status of the Service Agreement, or assign, transfer or pledge as collateral all or a part of the rights and obligations under the Service Agreement to a third party without the prior written consent of the Company.
If the Company transfers its business pertaining to the Service to another company, the Company may assign its contractual status under the Service Agreement, its rights and obligations based on the Terms and Conditions, and the Registration Items of the User and other customer information to the transferee of the Company’s business, and the User hereby agrees to such transfer in advance in this paragraph. The business transfer as set forth in this Article includes a situation involving a company split or any other situation in which the business is transferred.

Article 29. (Severability)

Even if any provision of the Terms and Conditions or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws, etc., the remaining provisions in the Terms and Conditions and the remaining part of the provision determined to be invalid or unenforceable shall continue in full force and effect.

Article 30. (Force Majeure)

If the performance of the Services is impeded by a natural disaster, infectious diseases, epidemics, the enactment, revision or abolition of laws and regulations, or any other force majeure event, the Company shall not be liable for any damage whatsoever sustained by the User due to such force majeure event, notwithstanding the Service Agreement or any other provision.

Article 31. (Elimination of Anti-Social Forces)

The User promises the following to the Company.
1. The User itself, or its officers or any person equivalent thereto is not an Anti-Social Force or is not a legal entity, etc. in whose management an Anti-Social Force substantially participates; and will not become an Anti-Social Force or such legal entity in the future.
2. The User is not involved in providing funding, etc. or facilities to Anti-Social Forces; nor does it allow Anti-Social Forces to use its name to enter into or perform the Terms and Conditions or other contracts, etc.; or
3. The User does not engage in the following acts, either itself or through a third party:
  - Acts involving threatening behavior or acts involving the use of violence against the Company or other Users.
  - Acts of obstructing the business of the Company or the other User by using fraudulent means or force or damaging the credibility of the Company or other Users.
If the User breaches the preceding paragraph, the Company may immediately terminate the Service Agreement, in whole or in part, without any demand for performance. In such case, the Company shall have no obligation to compensate the User for any damages whatsoever.

Article 32. (Consultation)

If any objection or doubt arises between the parties with respect to the interpretation of the Terms and Conditions or any matter not stipulated in the Terms and Conditions, the Company and the User shall consult in good faith to resolve such objection or doubt in good faith.

Article 33. (Governing Law and Jurisdiction)

The matters related to the Service Agreement will be governed and interpreted by the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.

Established as of October 20 of 2021