- Article 1 : Definition
- In the regulation, the meaning of words as below mentioned are established by each referenced Articles.
- (1) The "SmileGO" means that is service of showing the congestion conditions by MediaRights.
- (2) The "notification box of display" means that is display of current congestion conditions and/or any other appearance via SmileGO.s
- (3) The "notification box of displayed information" means that is all of information(which includes the writing, pictorial, images and any other information but are not limited to) for conduting to the service by MediaRights.
- (4) "The User" means that who registerd the information which is established by the application and MediaRights accepted them.
- (5) "The User's WebPage" means that which is run by the user.
- (6) "The customer" means that who is the accessed to the User's WebPage.
- Article 2 : Service Contents of SmileGO
The SmileGO can reflect currect staus of congestion conditions to user's WebPages for users by service from MediaRights.
When the user post the current status of congestion conditions to user's WebPage, MediaRights will provide the necessary information to users to post to user's WebPage.
The customers can check the status of congestion conditions on user's WebPage through the service from MediaRights.
- Article 3 : Application
When the user make an application which is starting the SmileGO service on the WebPage of "SmileGO" to MediaRights, the service contract(hereinafter referred to as "The contract") is completed between user and MediaRights.
- Article 4 : Utilization the view of notification box
The user accept that is connected with data which is prepared and provided from MediaRights's server by setting of usage to use SmileGO beforehand.
When MediaRights accepts the appication for SmileGO starting, MediaRights has to provide the display information for notification box and display samples for notification box, promptly.
From the timing of when the user receives the display information for notification box and display samples for notification box, user can put the display information of notification box on user's WebPage after the setting of SmileGO.
As long as user uses the SmileGO, MediaRights has to keep the user's setting and displays of notification box and more on user's WebPage.
- Article 5 : A system usage charge
The user with Paid Plan will pay the price which set the price by MediaRights with priscribed method.
MediaRights can amend usage of charge if the service contents are updated/added/changed. When the usage of charge is amended, MediaRights notifies it to users with prescribed method beforehand.
If the user is delayed with the payment, MediaRights will cease to provide the SmileGO without neither advance notification nor notice. The reason by the Article 7, if user is cancelled the contract, user needs to pay the charge until end of the month which is the attached day of cancellation. The refund shall not be allowed under any circumstances.
- Article 6 : Prohibited matters
When the users are using SmileGO, users must not do any of following corresponded act or risk of corresponded act. MediaRights is not responsible for any losses which is caused by prohibited matters on user's WebPages.
- (1) Tampering act for notification box of displayed information and/or notification box of displayed program
- (2) Copying act for box of displayed information with transferring to third party and/or subolicesing to third party
- (3) Using and extending further than the necessary range which is for notification box of displayed information
- (4) Infringing on MediaRights's rights which are "intellectual property right", "diginity" and "any other rights and gains"
- (5) Transferring act of computer virus and/or any other types of harmful softwares
- (6) Illegal access act to system of MediaRights and/or Trying to illegal access act to system of MediaRights
- (7) Violating act and/or risk of violating act for providing the SmileGO
- (9) Any other acts which is that MediaRIghts judged inadequate
MediaRights can cancel the membership of SmileGO or can implement any other counter measures, if MediaRights judges that user does the act is against the following regulations and/or risk of act against the following regulations.
- (2) When the user violates the Japanese Law
- (3) When the registered information is found out the false for all registered information or a part of registered information
- (4) The status of user is "payment suspended", "insolvency", "commencement of bankruptcy proceedings", "start the civil rehabilitation proceedings", "start the company reorganization procedure", "commencement of special liquidation proceeding" and "filing a petition for commencement of any similar procedure"
- (5) When there is no response from the user more than 30 days for confirmation or any other response is needed from MediaRights
- (6) MediaRights is not responsible for any losses which is caused by counter measures is based on Article 7 from MediaRights for user when MediaRights judges that user violates the regulations from Article 7.
- Article 8 : Addition, modification, discontinuance and suspension of SmileGO
MediaRights can change, amend, update the versions and add the functions without advance notification.
The target range is all of SmileGO service, a part of Serive, notification box or any other program.
MediaRights can end all of SmileGO or part of SmileGO by judgement from MediaRights. If SmileGO has ended, MediaRights will notify the advance notification with method which is judged correct by MediaRights. However when is is in case of emergency, MediaRights doesn't notify the advance notification.
- Article 9 : Ownership of rights
Intellectual property rights of notification box of displayed information are belonged to MediaRights and/or Licensing company in the SmileGO. User can use notification box of displayed information within a necessary range which is for managing or operating the SmileGO. And user can use, copy, adapt and edit the notification box of displayed information in the SmileGO.
Ther user must not do the act of "Infringement of intellectual property" and/or the act of risk of "Infringement of intellectual property" which are belonged to MediaRights or who is Licensing whatever reasons you may have.
If the "trademark", "logos" and "service marks"(hereinafter referred to as "The Trademark") are displayed in the SmileGO, they are not transfered the rights of referenced The Trademark to third parties without the method is the mentioned in the Regulations.
- Article 10 : Display management(Ex : Notification box etc...)
The user needs to recognize that notification box and more display information belong to MediaRights's intellectual property.
About the management of SmileGO in userside, user needs to pay attention and tries to overcome the Duty of Due Care of Prudent Manager.
If the user finds error, mistake or both, user needs to notify them to MediaRights, immediately.
- Article 11 : Handling of personal information
- Along with providing the SmileGO, if SmileGO gets your statistical data which is anonymized, the data will be managed and handled in compliance with the "Handling of Personal Information", appropriately.
- Article 12 : Handling of Aquired and Registered data
If MediaRights gets the anonymized data due to providing the SmileGO, MediaRights will use the any other service which are related the WebSite and/or Internet activities to assay and collect the situation of utilization by users.
MediaRights will provide the anonymized data to third parties who are should be provided them with based on Japanese Law.
- Article 13 : Confidentiality
“Confidential Information” shall mean all or any part of any information relating to technologies, business, operation, finance or organization provided or disclosed by either party hereto to the other party in connection with the regulation. However The Confidential Information shall not include following information.
- (1) is already publicly known or known to the receiving party prior to the disclosure;
- (2) becomes publicly known through no wrongful act of the receiving party;
- (3) is rightfully received from a third party without similar confidential restriction; or
- (4) is independently developed by the receiving party without using the Confidential Information.
Both user and MediaRights agree (a) not to use the Confidential Information, except for the performance of the regulation, (b) to limit disclosure of Confidential Information to those of its executives, employees and qualified legal professions or accountant professions (the "Profession") who have a need to know the information to affect the Purpose not to disclose the Confidential Information to any third party and (c) to treat the the Confidential Information with the same degree of care with which it treats its own confidential information of like importance.
The user shall cause each executives, employee and Profession to sign a non-disclosure agreement that contains provisions. In the event such person or entity breaches any of the provisions of the regulation, the receiving party shall be jointly and severally liable for any and all damages, costs and expenses, including the reasonable attorney’s fee, incurred by the disclosing party due to such breach.
Each user and MediaRights hereto shall promptly return to the other party or destroy all of the other party’s Confidential Information and copies thereof upon the other party’s request at any time.
- Article 14 : Compensation for damage
If the user inflicts damages on MediaRights with the use of SmileGO and/or Notification Box of display information by the user by vioration of the regulation, the user has to make reparation for damages(which is included both the legal fee and labor cost of MediaRights) to MediaRights.
In the event that MediaRights receives any claims by a third party for infringement of rights or for any other reasons in connection which is caused by attributable to the user, the User must compensate MediaRights the amount(which is included both the legal fee and labor cost of MediaRights) and/or the paid amount to solve the dispute which regards to this act that MediaRights was forced to pay to the third party.
MediaRights will not bear full responsibility for damages which is occurred the user is suffered. If MediaRights shall bear compensation liability by Violation of Public Order and Morality and/or any other reasons, the Scope of Damages of MediaRights which is caused by attributable to MediaRights shall be restricted to direct and normal damages by actual occurred. And upper limit of liability for compensation shall be usage charge of SmileGO by user in last 6 months in actual payment.
- Article 15 : Disclaimer of warranty and exemption clause
MediaRights shall no guarrantee any information from both SmileGO and notification box of display information which are neither the conforming to specification of the purpose of utilization nor expected function, commercial value, strictness, availability and completeness. From the above reason, MediaRights will not bear full responsibility for the dispute between the user and third party. The user needs to notify the dispute to MediaRights, immediately. And the user also needs to settle it by your responsibility and cost.
MediaRights will not bear full responsibility for damages which is occurred by suspention, termination, unavailable of SmileGO and written error at Notification Box of display information to the User.
- Article 16 : Available period
Available period of SmileGO is mentioned in the Application. However if the written notice of its intention to terminate the contract is sent from either the user or MediaRights, the contract will be kept same terms and same period. And same shall apply thereafter.
If the contract is finished or a term of usage which is mentioned in the application is expired, user needs to return or quash the notification box of display information, immeduately.
- Article 17 : Revision of Terms
MediaRights shall review, modify and add(hereinafter referred to as "The modification") the regulation and individual provisions etc, appropriately when any of the following applies by discretion of MediaRights.
- (1) The modification of the regulation and/or individual provisions etc. conforms to the general interest of the user
- (2) The modification of the regulation and/or individual provisions etc. are not contrary to purpose of the contract and necessity of modification, equivalency of content after modification and modification of content or any other modification are rational with current condition.
When MediaRights modifies he regulation and/or individual provisions etc, MediaRights will notify the modification content to the user by a week before the effective date of the modification of the regulation and/or individual provisions etc. If the user use the SmileGO after effective date of the modification of the regulation and/or individual provisions etc, or if the user doesn't go through prescribed procedure, the user shall be deemed to agree the modification of the regulation and/or individual provisions etc.
- Article 18 : Inquiry
When the user received the inquiry which is related the SmileGO, user needs to notify it to MediaRights.
In this case, MediaRights will handle the actions by MediaRights's responsibility.
When MediaRights received the inquiry which is related the customer's products/service from the customer, MediaRights will notify the inquiry to the user.user needs to return or quash the notification box of display information, immeduately. In this case, the user needs to provide the answer which is about the relevant inquiry to MediaRights.
- Article 19 : Connection and Notification
About the notice of regulation change and any other notice, the notice will be posted on WebPage of SmileGO, by e-mnail or any other methods which are deemed judge it is appropriate by MediaRights.
Inquiry which is related SmileGO, any other contact or notice from the customer are form of contact in the WebPage of SmileGO or any other method which is designated by MediaRights.
- Article 20 : Eliminating Anti Social Forces
1. Each Party represents and warrants that such Party and its officers and major shareholders:
(1) are not the Anti Social Forces (defined below);
(2) are not a member of the Anti Social Forces;
(3) do not have any socially criticized relationship with the Anti Social Forces such as providing funding or other support,
or conducting continuous business transactions.
2. "Anti Social Forces" shall mean an organized crime group, a corporate racketeer, and any other similar organization.
3. Each party shall be entitled to terminate this Agreement without prior notice if the other party breaches any of the srepresentations and warranties in the above clause 1.
- Article 21 : Assignment
Without the prior written consent of MediaRights, user shall not transfer, delegate, offer as collateral, or otherwise dispose of any rights or obligations subject to the regulation or contractual position in the use of SmileGO.
In cases where the MediaRights has assigned the business regarding the SmileGO to a third party, the MediaRights may, as part of such assignment, assign to such third party its status under the regulation, its rights and obligations under these Terms and Conditions, and the Registration Information and other information relating to the user, and their user hereby agrees to such assignment in advance. For the purpose of this Article x.2, the business assignment referred to above shall include, in addition to the usual form of business assignment, a split of the MediaRights that would result in a business transfer.
- Article 22 : Severability
- Article 23 : Survival
- The provisions of Articles 7 paragraph(2) , Articles 9, 13, 15, 19, 21, 22, 24 and 25 hereof shall survive after the expiration or termination of this Agreement.
- Article 24 : Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the
laws of Japan without reference to principles of conflict of laws.
The parties hereto submits to the exclusive jurisdiction of the Tokyo District Court of Japan in respect to all controversies arising from or in relation to this Agreement, its performance, or any breach thereof.
- Article 25 : Consultation
Any matters not addressed in the regulation, or any doubt or uncertainty with respect to the regulation, ssshall be determined or resolved through good faith consultation between the user and MediaRights.
If the user or MediaRights postulates to other party to do the above consultation, they are deemed agree on the consultation by document or electromagnetic record.
Established in August 3rd, 2020