Terms of Services

The Terms of Service (hereinafter referred to as the “ToS”) shall define the terms and conditions of the provision of the Service as well as the rights and obligations between the Company and the Registered User (as defined later). In using the Service, users are required to read through the full text of the ToS and consent to the contents thereof.

Chapter 1: Terms of Use of the Service

1. Application

The ToS aim to define the terms and conditions for the provision of the Service as well as the rights and obligations between the Company and the Registered User with regard to the use of the Service, and shall be applied to any and all of the relationship relating to the use of the Service between the Registered User and the Company.
The contents of the ToS as well as the contents of the provisions in the individual document or the like distributed or transmitted by the Company in relation to the Service shall constitute part of the ToS in the relation to the Registered User; and in case those contents are inconsistent with the ToS, the provisions of the ToS shall prevail.

2. Definition

The following terms as used herein shall have the meaning as defined as set forth herein below:

“Service Agreement” shall mean the ToS as well as the use agreement with regard to the Service concluded between the Company and the Registered User.
“Intellectual Property Rights” shall mean copyrights, patent rights, utility model rights, design rights, trademark rights, and other intellectual property rights (including the rights to obtain those rights or the rights to apply for the registration etc.of those rights), and ideas and know-how.
“Registered Data” shall mean the information that the Registered User registers or otherwise transmits as data by using theService (including but not limited to name, email address, corporate information, and credential information of cloud vendors such as Amazon Web Services).
“Company” shall mean Alphaus Inc. (if its trade name has been changed, the “Company” shall mean the corporation with the trade name after such change).
“Company’s Website” shall mean the website operated by the Company with its domain named alphaus.cloud (including the said website after a change, regardless of the reason for the change).
“Registered User” shall mean an individual or a corporation that has been registered as a user of the Service under Article 3.
“Service” shall mean the services named ALM, Ripple and Wave (including the said services after any change to their service names or service contents), which are provided by the Company.

3. Registration

Any person who seeks to use the Service (hereinafter referred to as a “Registration Requester”) shall agree to comply with the ToS; and the Registration Requester may apply for registration with the Company regarding the use of the Service by providing the Company with certain information prescribed by the Company (hereinafter referred to as the “Registration Items”), by the method prescribed by the Company.
The Company shall, in accordance with its internal standards, make decisions as to the registration of the Registration Requester who has applied for registration under Article 3.1 (hereinafter referred to as an “Applicant for Registration”),and when the Company approves of the registration, it shall notify theApplicant for Registration of that decision. The registration of the Applicant for Registration as a Registered User shall be deemed complete when the notification by the Company under this paragraph has been made. The internal standards that have been used for the decision on the approval shall not, regardless of whether or not approval has been given, be disclosed to the Registration Requester nor the Registered User.
Upon completion of the registration as provided in Article 3.2, the Service Agreement shall become effective between the Registered User and the Company, and the Registered User shall become able to use the Service in accordance with the ToS.
The Company may refuse registration and re-registration if the Applicant forRegistration falls under any of the cases set forth in the following items and shall not bear any obligation to disclose the reason for the refusal:

When there is any false statement, misdescription, or omission in the whole or part of the Registration Items provided to the Company;
When the Applicant for Registration is operating, or cooperating with the operation of, a website or a service that is similar toor competes with the Service;
When the Applicant for Registration is either a minor, adult ward, person under curatorship, or person under assistance and has not obtained the approval of its statutory agent, guardian, authorized assistant, or assistant;
When the Applicant for Registration is an antisocial force (meaning an organized crime group, member of an organized crime group, right-wing organization, antisocial organization, and any equivalent thereof; and the same shall apply hereinafter), or when the Company determines that the Applicant forRegistration has a relationship with or is involved in an antisocial force in some way, such as by providing cooperation or being involved in the sustention, management, or operation of an antisocial force through funding or other means;
When the Company determines that theRegistration Requester is a person, or a relevant party of the said person, who has been in violation of a contract with the Company in the past;
When the Applicant for Registration has been subject to any of the dispositions provided in Article 10; or
Any other cases for which the Company determines that registration is inappropriate.

4. Changes to Registration items

The Registered User shall, when there have been any changes to the Registration Items, notify the Company of the said changed items, without delay and by the method prescribed by the Company. The Company shall not bear any responsibility for any kind of disadvantage that accrues when the notification by the company has not reached the Registered User due to a delayed change on the part of theRegistered User.

5. Management of Password and User ID

The Registered User shall, on its own responsibility, appropriately manage and store his or her password and user ID for the Service (including resetting the initial password, creating a complex password with a combination of uppercase and lowercase letters, special characters, etc., regularly changing the password, excluding services that enable hacking, and otherwise taking measures to prevent leakage of the account and password), shall not have a third party use them, and shall not himself or herself lend, assign, change the ownership of, sell, etc. them to a third party.
Any responsibilities related to any damage arising from the insufficient management of passwords or user IDs, incorrect usage, usage by a third party, or the like shall be borne by the user, and the Company shall assume no obligation. When the Company confirms the matching of the account, it may consider that the user who is registered as the person possessing the said account has used the Service.
When the email address or password has been leaked to or used by a third party, the Registered User shall contact the Company immediately. The Company shall not take any responsibility for, or pay compensation for, any loss or damage due to an unauthorized login that has been caused by an act of the user.
In case that the Registered User is in breach of the ToS, or otherwise the Company determines it necessary, the Company may delete the user ID and password with regard to a specific user and suspend or prohibit the user from using the Service.

6. Use of this Service

The Company shall, in accordance with the service menu that is separately provided by the Company, provide the platform services relating to the execution, management, and monitoring of applications as well as other services that are incidental and related to the said platform services.
The Company shall grant to the customers, only during the effective term of the Service Agreement, the right to use the Service, which is non-exclusive, non-transferable, and not sublicensable.
The customers shall not duplicate, correct, change, rework, adapt, lend, sublicense, or any of the programs related to the Service.

7. Usage Fee for the Service

The amount of the usage fee for the Service shall be determined by the separate price table provided by the Company.
The Registered User shall preliminarily consent that the price table in Article 7.1 may be changed at the discretion of the Company or the sales partner.
When using the Service, the Registered User shall pay the fee for the Service to the Company or the sales partner. The payment method and the terms and conditions thereof shall be separately provided by the Company or the sales partner.
The Company shall not assume any responsibility in case the Registered User or a third party incurs damage as a result of the Company being unable to confirm the payment because the payment of the fee had been made by a method other than that prescribed by the Company or the sales partner, or any similar reason.
In case the Registered User does not make payment of any of his or her monetary obligations towards the Company or the sales partner under the ToS and the Service by the due date specified by the Company or the sales partner, the Registered User shall pay the Company a late charge at the rate of 14.6% per annum (prorated on the basis of a 365-day year) for the period starting from the date following the due date until the date on which the payment is completed.
Any usage fee and other types of money that have been paid to the Company or the sales partner by the user shall not be refunded regardless of the reason, and the user shall preliminarily consent to the same.

8. Prohibited Acts.

The Registered User shall not, when using the Service, engage in any act falling under, or which the Company deems to fall under, any of the following items:

An act that breaches the ToS;
An act permitting a third party to use the Registered User’s own account, or lending, transferring, changing the ownership of, selling etc. the account to a third party; or\
An act taking advantage of the bugs that are normally unintended by the Service or using, creating, or distributing an external tool that has an effect that is normally unintended by the Service;
An act that imposes an excessive burden on the system of the Service, server of the Company, etc.;
An act of disassembling, decompiling, reverse-engineering, or otherwise analyzing the source code of the system relating to the Service;
An act to access the system of the Service without authorization, or an act to rewrite or delete the information that has been accumulated in the said system without authorization;
An act to use the Service in a manner that damages the credibility of the Company or inhibits the business activity of the Company;
An act of fraud or intimidation against the Company, other Registered Users, or a third party;
An act of duplicating, assigning, lending, or modifying the program relating to the Service;
An act that breaches laws and regulations, a court’s determination, decision, or order, a legally-binding governmental action; or the act that encourages, or is likely to encourage, the aforesaid acts;
An act of providing, or that may result in the provision of, profits to any antisocial Force.

When the Company has determined that the Registered User is conducting any acts falling under the prohibited acts as stipulated in the items above, the Company may suspend the provision of the Service to the Registered User. The Company shall not bear any responsibility for any damage incurred by the Registered User due to the said measure. Also, the Company may claim damages from the Registered User with regard to any damage, loss, responsibility, expense, and expenditure (including reasonable attorney’s fees) that are determined by a court of law to be incurred by the Company due to the act of the Registered User.

9. Suspension of the Service.

The Company may, in a case that falls under any of the following, suspend or discontinue the whole or part of the provision of the Service upon prior notice to the user to the extent possible. However, when it is urgently necessary, the Company need not give prior notice:

When carrying out an inspection or maintenance of the computer system regarding the Service;
When it is necessary to secure the security of the Service or the Registered User;
When the computer, communication line, etc. shuts down due to an accident or the like;
When the Service becomes no longer operable due to force majeure such as an earthquake, lightning damage, fire, storm, flood damage, electricity outage, etc.;
Other cases for which both parties determine that suspension or discontinuance is necessary.

The Company shall not assume any responsibility for any damage incurred by the Registered User as a result of the measure taken by the Company under this Article and the Registered User shall be indemnified against any damage, loss, responsibility, expense, and expenditure (including reasonable attorney’s fees) that are determined by a court of law to be incurred by the Registered User due to the act of the Company.
The Service may become unusable when the external systems (including but not limited to Amazon Web Services, Microsoft Azure and Google Cloud) become unusable, because the system of the Service partially depends on the external systems. The Company shall not assume any responsibility for any damage incurred by the Registered User as a result of such unusability.

10. Deregistration.

The Company may, in case the Registered User falls under any of the following items, temporarily suspend his or her use of the Service, or deregister him or her as a Registered User, or cancel the use of the Service with regard to the said Registered User, without prior notice or demand:

When the Registered User is in breach of any of the provisions of the ToS;
When it is found out that the Registration Items contain a false statement;
When the Registered User suspends payments or becomes unable to pay debts; or when there has been a commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation with regard to the Registered User; or when a petition for the commencement of such proceedings is filed with regard to the Registered User;
When there is no response to an inquiry, or a communication requiring an answer, made by the Company for fourteen (14) days or more;
When the case that falls under any item of Article 3.4.

The Registered User shall, when he or she falls under any of the items of Article 10.1, automatically lose the benefit of time as to all the monetary obligations he or she owes the Company and shall immediately become obliged to pay all the debt she or she owes the Company.
The Company shall not assume any responsibility for any damage incurred by the Registered User due to the acts conducted by the Company under this Article.

11. Term and Termination.

The Service Agreement shall be effective for a period of twelve (12) months commencing from the execution date thereof. However, if the Registered User does not give notice to terminate at least three (3) months prior to the expiration thereof, the effective period thereof shall be renewed for further twelve (12) months under the same terms and conditions and thereafter theService Agreement shall terminate unless otherwise agreed.
When the Service Agreement is renewed under Article 11.1, the provisions of Article 7shall apply mutatis mutandis, and the Registered User shall pay the Company the usage fee for the renewed contract period.
In case the Registered User has any monetary obligation owed to the Company at the time of his or her termination, the Registered User shall automatically lose the benefit of time as to all the monetary obligations the Registered User owes theCompany under the reason that existed by the completion of procedures for termination and shall immediately become obliged to pay all the debts theRegistered User owes the Company.
Handling of User Information after termination shall be in accordance with the provisions of Article 23.
Either Party (“first Party”) may immediately terminate the Service Agreement or any of the Services by written notice to the other Party if:

the other Party commits a material breach of any of its obligations under the Service Agreement and fails to remedy such breach within thirty (30)days of receiving written notice of such breach from the first Party; or
the other Party becomes insolvent or bankrupt or is wound up, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver over its business or assets, or becomes the subject of any proceedings relating to insolvency or the protection of creditors’ rights in any jurisdiction relevant to that Party.

12. Changes and Termination of the Service.

Upon termination of the Service Agreement, the Company shall promptly deliver to Registered User (a) the then current versions of all previously undelivered Deliverables, including all software that the Company was developing for Registered User (the "Partial Deliverable"), (b) all materials reasonably necessary for Registered User to be able to use the Partial Deliverable, and (c) if Services were provided, all materials reasonably necessary for Registered User to replace the Services that the Company had previously been providing under the Service Agreement (in the case of (b) and (c), the "Materials").
Unless otherwise specified in the Service Agreement, upon any termination or expiration of the ServiceAgreement, the Company shall cooperate with Registered User and provide transition services to Registered User in accordance with standard industry practices so that Registered User may seamlessly transition to a similar solution that is provided by either another service provider or by Registered User’s in-house team. The Company shall provide such services upon Registered User’s written request for up to ninety (90) days from the date of termination or expiration of the Service Agreement at the rates set forth in the Service Agreement.
The Company is not entitled to charge any compensation, costs, damages, penalties or fees on account of or as a consequence of any decision of Registered User to terminate the Service Agree mentor to alter its terms, other than as may be specifically provided in the Service Agreement.
If the Company becomes aware of the pending termination of the Service Agreement, then the Company shall use all commercially reasonable efforts to mitigate losses and limit as much as possible the incurrence of additional fees or expenses for which it will seek payment or reimbursement from the Registered User.

13. Warranty Disclaimer and Immunity

The Company does not warrant that the Service will fit the specific purpose of the Registered User; that the Service will contain expected features, commercial value, correctness, and usability; that the use of the Service by the Registered User will fit internal policies of the Registered User unless the Registered User has specifically informed the Company of such policies or, that the Service will be free from defects.
The Company does not warrant the performance or quality of the external services (provided by third parties appointed by the Registered User) that are the premise for the Service.
The Company does not warrant that the Service will be compatible with all information devices, and the Registered User shall preliminarily consent that some malfunctions may occur with regard to the performance of the Service in association with version upgrades etc. of the OS of information devices that are used for the Service.
The Company shall not provide assurance of any kind with regard to the websites operated by a third party that are linked from the Service. In addition, the Company shall not give compensation for or be involved in, in any form, the damage, troubles among the users, etc. accrued at the linked website unless the Company was negligent or acted wrongfully.
The Company shall not assume any liability for compensation as regards the damages caused by a change with regard to the provision of the Service by the Company; deregistration of the Registered User; loss of Registered Data or failure of or damage to any equipment in the use of the Service; and the information on a website, which is a site other than the Company’s Website, where a third party republishes the information provided on the Company’s Website; and other damages incurred by the Registered User in relation to the Service (hereinafter referred to as the “User’s Damage”), except in cases of intentional and/or wrongful acts or acts of gross negligence or breach of this Agreement on the part of the Company.
Even in the case where the Company assumes some liability for any reason, the Company shall not assume liability for compensation with regard to the damage incurred by the user in excess of the limit amount prescribed below; and, as for incidental damage, indirect damage, special damage, future damage, and the damage related to lost profits, the Company shall not assume any liability for compensation. The upper limit amount shall be the amount paid to the Company over the last six (6) months by the Registered User.
The Company shall not assume any liability with regard to the transactions, communication, disputes, etc. that arise between the Registered User and another Registered User or a third party in relation to the Service or the Company’s Website. In case any expenses are generated on the part of the Company or the Company makes any compensation on behalf of the Registered User, the Registered User shall indemnify the Company for the said expenses (including fees for experts such as attorney’s fees) and the compensatory payment, and the Company may request the said Registered User to pay the total sum provided that it could be proven that this is due to the fault of the Registered User.

14. Intellectual Property Rights.

Any and all the intellectual property rights regarding the contents provided by the Company in the Service (including but not limited to the writing, graphics, moving images, sounds, music, and other types of sound, images, software, programs, codes, and other data; and hereinafter referred to as the “Contents of the Company”) shall belong to the Company or the party who grants a license to the Company.
The Company shall grant the Registered User a license to non-exclusively use the Service and the Contents of the Company within the extent necessary to use theService. However, such a license shall not include the right to sublicense to a third party, nor mean to assign or grant the intellectual property rights, the rights similar to the ownership right, the right to freely make disposition, or other rights regarding the Service and the Contents of the Company to theRegistered User. The Company will not exercise the moral right of an author as to the use of the Service by the Registered User within the scope of utilization purpose for the Service.
The trademark, logo, service mark, etc. of the Company (hereinafter collectively referred to as the “Trademark”) may be displayed on the Service; however, the Company shall not transfer or otherwise grant a license to use the Trademark to the Registered User or other third party.

15. Property Rights of the Company.

The Company shall own and retain any and all the rights, titles, and interests related to the Service (including any and all the intellectual property rights with regard thereto), except for the rights explicitly granted to the Registered User for the use of the Service in the relationship between the Company and the Registered User. No titles or ownership rights to the property rights relating to the Service shall be transferred to the Registered User, in accordance with the ToS. When the Registered User provides the Company with any comment, proposal, or suggestion with regard to the Service (including but not limited to the correction, remediation, improvement, and other alteration thereof) (hereinafter collectively referred to as the “Feedback”), the Registered User shall, under the ToS and subject to such terms, grant the Company a license in which any Feedback relating to the Service will be used or incorporated, and which is free of charge.

Chapter 3: General Provisions

22. Confidentiality.

The Registered User shall, except for the case where the Company has given prior written consent, treat as confidential any and all publicly unknown information that has been disclosed in relation to the Service and specified as confidential by the Company.

23. Handling of User Information.

Handling of the usage information by the Company with regard to the Registered Users hall be made in accordance with the separate provisions of the Privacy Policy of the Company (attached hereto as Exhibit D), and the Registered User shall agree to the handling of the usage information of the Registered User by the Company under the Privacy Policy.
The Company shall be entitled to use and disclose, at its own discretion, the information, data, etc. that have been provided to the Company by the Registered User as anonymous information or statistical information in a form impossible to identify an individual, and the Registered User shall preliminarily consent to the same.
The Registered User shall preliminarily accept that the Company may inspect and confirm the usage history of the Registered User (including but not limited to login status, browsed pages, and operation history) by using the system of the Service.
The inspection and confirmation as specified in Article 23.3 shall be carried out by a responsible person of the Company when its main purpose corresponds to any of the following:

To confirm a crash report that is automatically sent in case there is a defect in the Service;
To investigate the cause of malfunction in the system; or
To respond to a request from the Registered User.

The Company shall lawfully and appropriately handle the personal information and the usage information that have been obtained from the Registered User in accordance with the Act on the Protection of Personal Information and the Privacy Policy for the Service and all applicable laws in Japan, Singapore and any other relevant countries (“Applicable Laws”).
The Company shall not disclose the personal information obtained from the Registered User or the usage information which makes it possible to identify an individual to a third party, or modify the same or is in breach of any Applicable Laws.

24. Revisions of and Changes.

The Company may, at its own discretion and at any time, change or make an addition to the contents of the ToS. The ToS after the change shall become effective at the time it is posted on the website operated by the Company or on the Service and notified to the Registered User.
When the Company makes any change to the ToS, the Company shall notify the RegisteredUser of the changed contents; and in case the Registered User does not make an inquiry to the Company or that the procedures for cancellation of the Service are not completed within seven (7) working days of the said change to the ToS ,the Registered User shall be deemed to have consented to the ToS after the change.
Notwithstanding Articles 24.1 and 24.2, when the Company makes any revision or change, the content of which affects or is disadvantageous to the Registered User, the Company shall individually obtain the consent of the Registered User.

25. Communication/Notification.

Any inquiries regarding the Service, or otherwise any communication or notification made by the Registered User to the Company, as well as any notification regarding any change to the ToS, or otherwise any communication or notification made by the Company to the Registered User, shall be made in accordance with the method prescribed by the Company. In addition, when the Company communicates to the contact information registered by the Registered User, the Company’s obligation of contacting shall be deemed to have been fulfilled, and it shall not assume any responsibility for any damage incurred by the user due to his or her negligence in timely changing the contact information.

26. Transfer of Status.

With regard to the contractual status under the Service Agreement, or the rights or obligations under the ToS, the Registered User shall not, without the prior written consent of the Company not to be unreasonably withheld, transfer, relocate, hypothecate, or make any other disposition to or for any third party.
In case the Company transfers the business relating to the Service to another corporation, the Company may, along with the business transfer, transfer its status under the Service Agreement, its rights and obligations under the ToS as well as the Registration Items of the Registered User, and other customer information to the transferee of the said business transfer; and the Registered User shall be deemed to have preliminarily agreed to the said transfer under this paragraph subject to such terms to be agreed. The business transfer as defined in this paragraph shall include not only a normal business transfer but also a company split and other types of transfer of business.

27. Severability.

If any provision or part of any provision hereof shall be held to be invalid or unenforceable by the Consumer Contract Act or other laws and regulations, the remaining provisions of the ToS other than the provision or part that has been determined to be invalid or unenforceable (hereinafter referred to as “theInvalid Portion”) shall continue in full force and effect. The Company and theRegistered User shall strive to modify the Invalid Portion within the scope necessary to make it lawful and enforceable so as to ensure the purpose and equivalent effects legally and economically with regard to the Invalid Portion.
Even when any provision or any part of any provision hereof shall be held to be invalid or unenforceable in relation to a certain Registered User, such invalidity or unenforceability shall not affect the validity in relation to other Registered Users.

28. Survival Clause.

Articles 5.2, 5.3, 8, 9.2, 10.3, 12.2, 13, 14.1, 14.3, 15, 20, 22, 26, 27, 28 and 29, and any other provisions that should naturally survive in view of their nature shall survive termination of the Service Agreement. However, the provisions of Article 22 shall continue in force for only three (3) years after termination thereof.

29. Governing Law and Agreed Jurisdiction.

The ToS shall be governed by the laws of Japan, and any disputes arising from or in relation to the ToS shall be submitted to either the Tokyo Summary Court or the Tokyo District Court as the exclusive agreed jurisdiction for the first instance depending on the jurisdictional amount.

Updated on January 22, 2023