SPDP Terms of Use

1. 1. The purpose of these Terms is to set out the conditions for providing SPDP and the rights and obligations, etc. between the Company and Users regarding its use, and these Terms apply to all relationships between the Company and Users regarding SPDP.
2. 2. If the Company posts individual provisions or additional provisions regarding SPDP (hereinafter referred to as "Individual Additional Provisions") on the Company's website, or sends Individual Additional Provisions to Users by email or other electronic or magnetic means, such Individual Additional Provisions shall form part of these Terms. If any Individual Additional Provisions conflict or are inconsistent with these Terms, such Individual Additional Provisions shall prevail; provided, however, that with respect to the relationship with the white paper, these Terms shall prevail.

The meanings of the terms used in these Terms are as set forth in the following items.

1. (1) "Company Website": the website operated by the Company (https://www.spdjp.com/).
2. (2) "User": a person who uses SPDP or a person who wishes to use it.
3. (3) "Usage Agreement": the agreement regarding the use of SPDP that is concluded between the Company and a User based on these Terms.
4. (4) "the Company, etc.": the Company or a person who is recognized under the Payment Services Act as having a close relationship with the Company.
5. (5) "SPDP": points that a User may use, by the method specified by the Company, for the payment of the price when purchasing goods or rights from, or receiving services from, the Company, etc. (hereinafter collectively referred to as "Purchase of Goods, etc.").
6. (6) "Covered Transaction": a transaction concluded between a User and the Company, etc. in the case where the User uses SPDP for the payment of the price of a Purchase of Goods, etc.
7. (7) "Intellectual Property Rights": patent rights, utility model rights, trademark rights, design rights, copyrights (including the rights under Articles 27 and 28 of the Copyright Act), and other intellectual property rights under the laws of any country or region, including the rights to apply for, register, renew, extend, etc. such rights.
8. (8) "Anti-Social Forces": organized crime groups, members of organized crime groups, persons for whom 5 years have not elapsed since they ceased to be members of organized crime groups, quasi-members of organized crime groups, companies related to organized crime groups, corporate racketeers (sokaiya), persons engaging in criminal activities under the pretext of social movements, persons engaging in criminal activities under the pretext of political activities, special intellectual organized crime groups, and any other persons equivalent to any of the foregoing.
9. (9) "Laws and Regulations, etc.": a collective term for acts, cabinet orders, circulars, rules, orders, ordinances, guidelines, and other regulations.

1. 1. A User who wishes to purchase SPDP shall apply for the purchase in accordance with the method specified by the Company.
2. 2. If the Company accepts the application set forth in the preceding paragraph, the User shall pay, in accordance with the method specified by the Company, the consideration corresponding to the quantity of SPDP that the User wishes to purchase (hereinafter referred to as the "Payment Amount").
3. 3. The procedures for purchasing SPDP shall be completed at the time when the Payment Amount set forth in the preceding paragraph has been paid.

The Company shall not make a refund of the Unused Balance (meaning the exchange of the Unused Balance for money, etc.) to a User except in the cases set forth in the following items, and the User agrees to this in advance.

1. (1) Where the Company ends the provision or handling of SPDP
2. (2) Where the Company is obligated by laws and regulations to make a refund of the Unused Balance
3. (3) Where the Company otherwise deems a refund of the Unused Balance to be appropriate

1. 1. SPDP that has not been used (hereinafter referred to as "Unused SPDP") shall be extinguished immediately upon the occurrence of any of the events set forth in the following items, and the User may not use such Unused SPDP after such event has occurred; provided, however, that this does not apply where otherwise specifically provided for in these Terms or where specifically approved by the Company.
   1. (1) It is found that the payment of the Payment Amount set forth in Article 4, paragraph (2) has not been completed (including where the payment of the Payment Amount set forth in that paragraph has been rescinded, and similar cases)
   2. (2) A Purchase of Goods, etc. has been made by using the Unused SPDP
   3. (3) A refund of the Unused Balance has been made pursuant to the preceding Article
   4. (4) The Usage Agreement has ended, whether due to cancellation or any other reason
2. 2. If Unused SPDP is extinguished pursuant to the preceding paragraph, the User may not, for any reason whatsoever, claim the return of such Unused Balance from the Company.

1. 1. Users shall use SPDP in accordance with these Terms and the conditions of use, instructions, etc. for SPDP separately specified by the Company.
2. 2. Users shall prepare, at their own responsibility and expense, the equipment, communications environment, and other facilities necessary to use SPDP. Users shall endeavor to maintain and ensure an environment in which SPDP functions properly, including by updating the devices they use to the latest OS.
3. 3. Users may not lend, sell, give, or otherwise transfer SPDP to any third party.

Users represent and warrant to the Company the matters set forth in the following items.

1. (1) That the User has the authority necessary to conclude and perform the Usage Agreement.
2. (2) That all acts of the User relating to SPDP are lawful and that the User has the necessary authority.

In connection with the use of SPDP, Users shall not engage in any of the acts set forth in the following items.

1. (1) Acts that violate these Terms
2. (2) Acts that violate Laws and Regulations, etc., criminal acts, etc., or acts related to any of them
3. (3) Acts of allowing a third party to use SPDP, or lending, assigning, changing the holder name of, buying or selling, converting into cash, etc. SPDP, without the Company's consent
4. (4) Acts of using SPDP by any method other than those set forth in these Terms or otherwise specified by the Company
5. (5) Acts of wrongfully creating SPDP or electronic information having functions identical or similar to those of SPDP
6. (6) Acts of wrongfully modifying or altering SPDP
7. (7) Acts of disguising a Covered Transaction
8. (8) Acts of fraud or intimidation against the Company, etc. or any third party
9. (9) Acts that are, or are likely to be, contrary to public policy
10. (10) Acts related to anti-social activities, or the provision of benefits to Anti-Social Forces, etc.
11. (11) Acts that infringe the Intellectual Property Rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, etc. or any third party
12. (12) Acts of slandering or defaming the Company, etc. or any third party
13. (13) Acts that place an excessive load on the Company's network, systems, etc.
14. (14) Acts of accessing the Company's network, systems, etc. without authorization, or attempting to do so
15. (15) Acts of impersonating a third party, misrepresenting one's relationship with another person or organization, or concealing or attempting to conceal one's identity
16. (16) Acts of using the account information of another User oneself or allowing a third party to use it
17. (17) Except where expressly permitted in these Terms or where approved by the Company, acts of reproducing, selling, publishing, or otherwise using information obtained through SPDP
18. (18) Acts of obstructing the operation of SPDP or damaging the credibility of the Company, or acts that are likely to do so
19. (19) Acts that are advantageous to, or are considered to be useful to, competitors of the Company
20. (20) Acts of reproducing, distributing, or disclosing any part of SPDP
21. (21) Acts of modifying, deleting, decompiling, disassembling, or reverse engineering any program related to SPDP
22. (22) Acts that obstruct or impair the integrity or security of the SPDP system
23. (23) Acts of uploading viruses, worms, etc. through SPDP
24. (24) Acts of attempting to wrongfully collect personal information through the Company's network
25. (25) Acts that directly or indirectly cause or facilitate any of the acts set forth in the preceding items
26. (26) Any other acts that the Company deems inappropriate

1. 1. The Company provides SPDP on an "as is" basis and makes no warranty of any kind, whether express or implied, regarding fitness for a particular purpose, accuracy, usefulness, merchantability, truthfulness, or conformity with Laws and Regulations, etc.
2. 2. The Company shall not be liable in any way for services or information provided by external service providers (such as financial institutions, credit card issuers, and payment agents).
3. 3. Except in cases of intent or gross negligence on the part of the Company, the Company shall also not be liable in any way for damage incurred by Users due to unauthorized access, tampering, hacking, or other unauthorized use.
4. 4. Users shall resolve, at their own responsibility, any transactions, disputes, negotiations, etc. arising between them and other Users or third parties in connection with the use of SPDP, and the Company shall not be involved and shall not be liable.
5. 5. Except in cases of intent or gross negligence on the part of the Company, the total amount of the Company's liability for damages to a User shall be limited to JPY 10,000. The Company shall not be liable for special damages, indirect damages, future damages, lost profits, etc.
6. 6. If the Company incurs damage as a result of a User's violation of these Terms, the User shall compensate or indemnify the Company for the damage incurred by the Company and reasonable attorneys' fees, etc.

1. 1. Users shall use information that the Company has disclosed with a request that it be treated as confidential (hereinafter referred to as "Confidential Information") only within the scope of the purpose of disclosure, and shall not disclose or leak it to any third party without the prior written consent of the Company.
2. 2. Upon request by the Company, Users shall return or destroy, in accordance with the Company's instructions, the Confidential Information, any documents or other media containing or recording it, and any copies thereof.

1. 1. Users represent and warrant that neither they nor their officers or related persons fall under Anti-Social Forces, and that they will not fall under Anti-Social Forces in the future.
2. 2. Users warrant that they will not engage, whether themselves or through a third party, in any of the acts set forth in the following items.
   1. (1) Violent demands
   2. (2) Unreasonable demands beyond legal responsibility
   3. (3) Acts of using threatening words or deeds or violence in connection with transactions
   4. (4) Acts of damaging the credibility of the Company or obstructing its business by spreading rumors, using fraudulent means, or using force
   5. (5) Any other acts equivalent to any of the preceding items
3. 3. If a User violates this Article, the Company may, without the need for notice or demand, suspend the User's use of SPDP or cancel the Usage Agreement, and shall not be liable in any way for any damage arising therefrom.

1. 1. The Company may, at its discretion, change the content or specifications of SPDP or end its provision. If the Company ends the provision of SPDP, the Company will notify Users in advance. In addition, in any of the following cases, the Company may temporarily suspend or interrupt the provision of all or part of SPDP without prior notice.
   1. (1) Where system maintenance or inspection is carried out on a regular or emergency basis
   2. (2) Where provision has become difficult due to communications failures, overload, unauthorized access, etc.
   3. (3) Where a security problem has occurred
   4. (4) Where caused by force majeure, such as earthquakes, lightning, fire, natural disasters, or epidemics of infectious diseases
   5. (5) Where the Company otherwise reasonably determines that suspension or interruption is necessary
2. 2. The Company shall not be liable in any way for any damage incurred by Users as a result of these measures.

1. 1. The Company may amend these Terms in the cases set forth in the following items.
   1. (1) When the amendment of these Terms conforms to the general interests of Users
   2. (2) When the amendment of these Terms is not contrary to the purpose of the contract and there is a need for, and reasonableness in, the amendment
2. 2. The Company will, no later than 1 week before the effective date of the amended Terms, post the details of the amendment and the effective date on the Company Website, etc., or notify Users thereof by email, etc. If, after such notice, a User does not raise an objection within 1 week after the effective date, the User shall be deemed to have agreed to the amendment.

1. 1. If a User violates these Terms, or engages in a criminal act or any other act contrary to laws and regulations or public policy, the Company may, without notice, suspend the User's use of SPDP or cancel the agreement.
2. 2. If a User falls under the preceding paragraph, the User shall forfeit the benefit of time with respect to all obligations owed to the Company and shall immediately perform them in full.
3. 3. The Company shall not be liable even if Users incur any damage as a result of measures taken under this Article.

1. 1. Users shall not, without the written consent of the Company, assign to any third party, create a security interest in, or otherwise dispose of their contractual status or rights and obligations under the Usage Agreement.
2. 2. If the Company transfers the SPDP business to a third party, the Company may cause the transferee to succeed to its contractual status and rights and obligations under the Usage Agreement and related information, and Users consent to this.

1. 1. These Terms and the use of SPDP shall be governed by the laws of Japan.
2. 2. The Tokyo District Court shall be the court of first instance having exclusive jurisdiction by agreement over any and all disputes arising in connection with these Terms or the use of SPDP.