Terms of Service

Customer using the advertisement checking tool “Trusquetta,” the advertising expression checking database “Tsukuyomi” or any other Service provided by ART WORKS Consulting Co., Ltd. (“ART WORKS Consulting”) (each individually a “Service,” and collectively, the “Services”) shall use the Services only after agreeing to be bound by, and to act in compliance with, these Terms of Service (these “Terms”).

You shall be deemed to have agreed to the contents of these Terms with respect to the relevant Service at the time of signing up for the use of each Service, and upon acceptance of ART WORKS Consulting, an agreement based on these Terms (the “Service Agreement”) shall be deemed to have been entered into for each Service at such time.

In addition to these Terms, each Service may have its own additional rules, guidelines, or policies, etc. regarding the use of the Services.
Please also review the content of the foregoing when using each Service.

Article 1 (Definition of Terms)

The terms used in these Terms shall be defined as follows.

1. “Customer” means a corporation/organization that has accepted these Terms and applied for the use of the Services in accordance with the procedures prescribed by ART WORKS Consulting and approved by ART WORKS Consulting to use the Services.

2. “API” means the API of the Services provided by ART WORKS Consulting.

3. “API License” means the authorization for integration with the Services using the API. Licenses must be renewed every year.

Article 2 (Application)

1. ART WORKS Consulting and the Customer will enter into a Service Agreement for use of each Service that the Customer applies for.

2. When applying for the use of Services, Customer must submit to ART WORKS Consulting application documents providing its customer number, name, address, residence, contact person, contact information, and other matters specified by ART WORKS Consulting to define the scope of application (collectively, “Subscriber Information, etc.”) in the manner designated by ART WORKS Consulting.
Customer may be requested to present documents evidencing such facts to ART WORKS Consulting regarding the Subscriber Information, etc.

3. The Service Agreement shall have been entered into by the parties upon ART WORKS Consulting notifying the Customer of its acceptance of the application. ART WORKS Consulting may, with respect to each application for the use of Services, review and verify the Subscriber Information, etc. Therefore, acceptance of applications are not necessarily given in the order that the application was received.

4. If an application falls under any of the following items, ART WORKS Consulting may decline the application for the Services, or may terminate the relevant agreement:
(i) the application was made with false contents;
(ii) the applicant has in the past failed to perform, or ART WORKS Consulting determines that it is likely to fail to perform in the future, its contractual obligations with respect to any of the Service provided by ART WORKS Consulting;
(iii) ART WORKS Consulting determines on reasonable grounds that the continued provision of the Services is difficult; or
(iv) ART WORKS Consulting otherwise determines that there is significant obstruction in the performance of its work.

Article 3 (Users)

1. Only the individuals from the Customer having a user account set up for themselves may use or try out each Service.
2. Unless otherwise approved by ART WORKS Consulting, Customer may not have a user account shared and used among more than one person.
3. Notwithstanding the preceding two paragraphs, Customer may use the Services on behalf of a third party.

Article 4 (Free Trial)

During the trial period, Customer may use each Service, free of charge, to the extent separately set forth by ART WORKS Consulting. The trial period shall be the period notified by email or other means of communication.
If a Customer wishes to continue to use a Service after the trial period, the Customer must obtain a license to use the Service from ART WORKS Consulting by separately applying for a formal license of the paid Service, and enter into a Service Agreement regarding such Service with ART WORKS Consulting.
Customer must not try out or otherwise use the Services after the trial period howsoever unless by taking the foregoing steps.
If a Customer wishes to apply for the paid use of the Services, Customer shall take steps for application in accordance with the application procedure communicated separately by email or other means of communication.

Article 5 (Service Period)

The service period with respect to paid use of the Services shall be as follows.

1. In the case where the Services are used on a monthly basis (“Monthly Subscription”), the service period shall be one (1) month from the first day of the month following the month in which the Service Agreement was entered into. The minimum contract period is one (1) month.
If a Customer does not complete the cancellation procedure by the deadline provided in Article 7 of these Terms (Changes to the Scope of Service, Cancellations) (provided, however, that if separate deadlines for cancellation procedures are provided for, those provisions shall apply), the Service Agreement will be automatically renewed for an additional one (1) month from the first day of the month following the deadline for the cancellation on the same terms and conditions, and the same shall apply thereinafter.

2. In the case where the Services are used on an annual basis (“Annual Subscription”), the service period shall be one (1) year from the first day of the month following the month in which the Service Agreement is formed.

3. Notwithstanding the provisions of Paragraphs 1 and 2 above, if an application for Monthly Subscription or Annual Subscription is made within thirty (30) days from the end date of the service period prescribed in Paragraphs 1 and 2 above, the agreement shall be deemed to be renewed under the terms of the previous agreement, and the service period shall start from the day following the end date of the service period of the previous agreement.

4. Except as otherwise provided, cancellation after the conclusion of the Service Agreement or early termination during the service period is not accepted.

Article 6 (Service Fees)

1. In the case of paid use of the Services, ART WORKS Consulting sets the service fees based on the License for each Service, the number of licensed users, and other factors.
Customer must pay the applicable service fee depending on the contents of the Service they use.

The service fees for the Services shall be as set forth in each of the following items.
(i) Standard service usage fee: The standard service usage fee shall be the amount specified in the price list identified in the application documents separately submitted by the Customer to ART WORKS Consulting.
(ii) Initial fee: The initial fee required for the building of operational environment and initial setup support of the Services shall be the amount specified in the price list identified in the application documents separately submitted by the Customer to ART WORKS Consulting.
(iii) Optional Service usage fee and support Service usage fee: Usage fees shall be the amount specified in the price list identified in the application documents separately submitted by the Customer to ART WORKS Consulting.

The details of the Service fees shall be provided in the price list on our website, sales materials, and other materials. ART WORKS Consulting may modify the Service fees by notifying Customer at least one (1) month prior to the date of modification by the method specified by ART WORKS Consulting and receiving the revised application form.

Bank transfer fees, remittance fees, and any other fees required for payment shall be borne by the Customer.
In addition, an additional initial fee may be charged separately for receiving the provision of paid Services.
Communication costs, packet charges, and other communication-related costs to be incurred by telecommunications carriers for the use of paid Services are not included in the Service fees.
Customer shall separately pay such fees to the telecommunications carriers.

2. Please note that even if a special price is applied at the time of contract, when the applicable period expires or the conditions for the application of the special price are no longer met, the regular price will be charged as the Service fee.
If, during the applicable period of the special price, a Customer ceases to meet the conditions for application of the special price, the Customer shall notify ART WORKS Consulting in advance.
ART WORKS Consulting may retroactively charge the difference between the regular fee and the special price to any Customer who fails to comply with such notification obligation. Please refer to our website for the conditions for the application of special prices and other details.

3. Customer shall pay the applicable Service fee and any and all taxes imposed in relation to the Service fee by the payment due date specified separately based on the Service period.
If the tax rate to be imposed on the service fee changes after the conclusion of the Service Agreement, the charged amount will be calculated based on the tax rate after the change, and additional charges may be made.

4. Customer shall pay the service fees for the Services by way of bank transfer to the bank account designated by ART WORKS Consulting based on the invoice issued by ART WORKS Consulting. If ART WORKS Consulting receives payment from a Customer who has more than one outstanding debt in relation to the Service fee, Customer agrees that ART WORKS Consulting shall allocate the payment to such outstanding debts in the order in which they became due and, with respect to fees charged in the same invoice, in the order specified by ART WORKS Consulting, without notice to the Customer.

5. If a Customer fails to pay the Service fee or any other debts even after the payment due date, the Customer may be required to pay ART WORKS Consulting an amount calculated at the rate of 14.5% per annum for the period from the day following the due date to the day immediately preceding the actual payment date as overdue interest.
The annual rate shall be calculated as rate per 365 days, even with respect to any period that includes a leap year.

6. If a Customer fails to pay the Service fee provided in this Article or any other debts, in part of in whole, by the payment due date provided individually, ART WORKS Consulting will terminate the Service Agreement and cease the provision of the Services after notifying the Customer in advance of the reason and termination date.
However, if the Service fee and any other debts are paid within the period permitted by ART WORKS Consulting, ART WORKS Consulting may, at its discretion, maintain the Service Agreement in effect, or resume the provision of the Services to the Customer. (If the provision of the Services is resumed, the Customer will be obligated to pay the Service fee for the month that the provision of Services was resumed.)
The Customer’s Service fee will continue to accrue for the month in which the provision of the Services is suspended, and even if the date of suspension is in the middle of a calendar month, no pro-rata reduction or refund will be made.
However, this shall not apply to cases where there are reasons attributable to ART WORKS Consulting.
Unless otherwise provided, no refunds or other payments will be made for the Service fees already paid, except for cases where there is any cause attributable to ART WORKS Consulting.

Article 7 (Changes to the Scope of Service, Cancellations)

1. Cancellation, changes to the scope of Service (upgrades, downgrades, or changes to the number of users) of paid Services shall be handled as follows:

(i) In the case of Monthly Subscription
If the Customer wishes to cancel or change the scope of Service (upgrade, downgrade, or change the number of users), Customer shall notify ART WORKS Consulting of any cancellation or change by the method specified by ART WORKS Consulting more than 10 business days prior to the end of the month preceding the month from which such cancellation or change should be effectuated.
ART WORKS Consulting shall terminate the provision of the Service after the last day of the month where the cancellation notice was received, or change the scope of Service and apply a Service fee based on the Service after the change from the first day of the month following the month where the notice for change was received.
Provided, however, if a Customer provides notice of cancellation followed by a separate notice of changes to the License or number of users, such notice of cancellation shall be revoked.
In addition, in no event shall ART WORKS Consulting accept any reductions in the number of users in the same month in which it accepts additions to the number of users.

(ii) In the case of Annual Subscription
Customer shall notify ART WORKS Consulting of any upgrades or additions to the number of users by the method specified by ART WORKS Consulting at least ten (10) business days prior to the last day of the month preceding the month from which such upgrade or user addition should be effectuated.
ART WORKS Consulting will apply the changes from the month the Customer wishes to effectuate the change, subject to the payment of the amount specified separately by ART WORKS Consulting for the upgrade or addition to the number of users, based on the number of months from the month the Customer wishes to apply the change to the expiration of the Service period.
In no event, however, shall ART WORKS Consulting accept any downgrades or reductions in users during the Service period, and it will not make any refunds of or other reimbursements from the Service fees already paid.

(iii) In the case of API Licenses
API Licenses are valid for one year from the day ART WORKS Consulting accepts the Customer’s application. Any changes of an API License shall be made in accordance with item (ii) regarding Annual Subscription.

2. Notwithstanding the provisions of the preceding paragraph, if ART WORKS Consulting receives a notice for cancellation or change in scope of service from a Customer less than ten (10) business days prior to the end of the month preceding the month that the Customer wishes to effectuate the cancellation or change, upon ART WORKS Consulting’s discretion, the provision of the Service may be terminated after the last day of the month following the month where a cancellation notice is received, or change the Service and apply a Service fee based on the Service after the change from the first day of the second month following the month in which the notice for change was received.

Article 8 (API)

1. If a Customer is granted an API License by ART WORKS Consulting, the Customer may use the API for a fee.
In addition, if the number of times of use by a Customer or the amount of data transferred by a Customer exceeds the prescribed threshold, the Customer may be charged with additional fees after being notified in advance.

2. Customer shall use the API in accordance with the specifications provided with the API.
Customer may also create tools or linked Services using the API to the extent that it is the Customer themselves who use it, and it is used together with the Services.
However, if terms of Service or other rules are separately stipulated for the provided API, Customer shall use the API in accordance with the provisions of such terms of Service, etc.

3. Customer may use the API at its own discretion and responsibility.

4. ART WORKS Consulting may develop APIs at Customer’ requests. New APIs are provided for a fee, as they require man-hours to develop.
If a new API is developed, no warranty is provided even if there are any defects (including so-called bugs, structural problems, etc.) in the API, etc. after the completion of the API integration acceptance test.

5. ART WORKS Consulting may change the specifications or discontinue provision of the API, etc. for business reasons upon notifying Customer.
Customer’ consent is not required for the change of specifications or discontinuation of provision.

6. ART WORKS Consulting does not warrant that the same usage environment as that at the time of execution of the Service contracts will be maintained permanently.
ART WORKS Consulting is not liable for any impact on performance, information leakage, or other consequences arising from Customer’ use of the APIs, etc.

Article 9 (Use of Subscriber Information, etc.)

1. ART WORKS Consulting will manage Subscriber Information, etc. submitted by Customer with the care of a good manager, and except as otherwise provided in this Article or elsewhere, it will not use or reproduce, allow any third party to use, disclose, or divulge Subscriber Information, etc. for purposes other than the provision of the Services without obtaining prior written approval from Customer.

2. If ART WORKS Consulting is unable to contact a Customer by means using Subscriber Information, etc., or if the information is highly urgent or important, ART WORKS Consulting shall not be held liable for any failure to contact the Customer.

3. ART WORKS Consulting may disclose to third parties or make public the Subscriber Information, etc. in the following cases.
(i) In the case where Services provided by a business partner is included in the Services, disclosure of Subscriber Information, etc. to such business partner is necessary for responding to, or investigation in relation to, inquiries from Customer with regard to such Services
(ii) In the case where a Customer applies for Services provided by a business partner in addition to the Services provided by ART WORKS Consulting, the Company may disclose Subscriber Information, etc. required for such application to such business partner
(iii) In the case where it is deemed necessary by ART WORKS Consulting, such as cases where it is required by requests pursuant to laws and regulations (including requests made by requests to report on investigation-related matters) or by legally required procedures, as well as cases where it is necessary to protect the rights of Artworks Consulting, its business partners, other Customers, or third parties, and the prior written consent of the Customer (including by e-mail) has been obtained.

4. In addition to the above, Subscriber Information, etc. shall be handled in accordance with the provisions of the privacy policy.

Article 10 (Handling of Input Data)

1. The data and information that Customer and users enter and save by accessing the Services (“Log Data”) will be collected, analyzed, and used for the purpose of improving the accuracy of output data (acceptable words, restricted words, and follow-up words) by ART WORKS Consulting.
However, Log Data will not be disclosed or divulged externally.

2. Copyrights of output data belong to ART WORKS Consulting, and ART WORKS Consulting shall grant the Customer a license to use it freely.
However, the copyrights for keywords uniquely created by the Customer in the Trusquetta Enterprise edition belong to the Customer.

Article 11 (Service Accounts, etc.)

1. If a service account, etc. is issued by ART WORKS Consulting, Customer and users shall strictly manage such account at their own responsibility and shall not disclose, divulge, or disseminate it to any third party other than the users.

2. If any service account, etc. becomes known or is likely to become known to a third party other than the user, the user must immediately notify ART WORKS Consulting to that effect.
ART WORKS Consulting will make efforts to immediately suspend the relevant service account on the business day it receives such notice.
After confirming that these measures have been taken successfully, procedures for issuing a new service account, etc. will be taken.

3. ART WORKS Consulting will not be liable for any direct, indirect, or any other damages arising as a result of the contents of a Service account, etc. becoming known to a third party other than the user.
However, this shall not apply in the case there is any cause attributable to ART WORKS Consulting.

Article 12 (Suspension of Services)

1. Regular maintenance is performed on the Services. During regular maintenance, the system may be temporarily shut down or some functions may not be available.

2. ART WORKS Consulting may suspend the provision of the Service in the following cases:
(i) in the case where maintenance of the Services or other systems necessary to provide the Services or maintenance or construction work of telecommunications facilities is unavoidable, or when there is an unavoidable failure of these facilities;
(ii) in the case where it is difficult, or where deemed by ART WORKS Consulting to be difficult, to provide normal Services due to a significant load or failure on the Services;
(iii) in the case where ART WORKS Consulting recognizes the possibility that Customer or third parties may incur significant damages as a result of the provision of the Services, such as falsification of data or hacking, etc.;
(iv) in the case where provision of the Services becomes difficult due to suspension of the provision of telecommunication services by telecommunications carriers or domestic and foreign telecommunications entities, power supply services by electric power companies, or other public services;
(v) in the case where an emergency situation arises or is likely to arise due to an earthquake, tsunami, typhoon, lightning, or other natural disasters, war, civil war, the enactment, amendment or abolition of laws or regulations, or other force majeure events; or
(vi) in other cases where ART WORKS Consulting determines that it is necessary to suspend or urgently suspend the provision of the Services.

3. In principle, ART WORKS Consulting does not accept emergency suspension requests from Customer or third parties.

4. ART WORKS Consulting will not be liable for any damages incurred by Customer or third parties as a result of ART WORKS Consulting’s suspension of, or failure to suspend, the Services.

Article 13 (Discontinuance of Services)

ART WORKS Consulting may change or discontinue the provision of each Service in whole or in part due to its own reasons.
In case where a Service is discontinued in its entirety, ART WORKS Consulting shall notify Customer at least three (3) months prior to the scheduled date of discontinuation by means designated by ART WORKS Consulting and shall refund the Service Fees it has already received prorated by the days included the remaining period of Service Agreement for Customers using the Service with an Annual Subscription or an API License.

Article 14 (Restrictions and Prohibitions)

1. In using the Services or a service account, etc. Customer must not engage in any of the following acts:
(i) Lend, transmit, lease, or establish security upon the service accounts, etc. to or for persons other than the users, or otherwise permit or grant a third party the right to use the Services;
(ii) modification, translation, change, adaptation or analysis of documents or programs relating to the Services;
(iii) [deleted]
(iv) acts of infringing intellectual property rights or other rights of ART WORKS Consulting, its business partners, other Customers, or third parties;
(v) acts of damaging property, credit, or reputation, etc. of ART WORKS Consulting, its business partners, other Customers, or third parties, and acts of infringing rights relating to privacy, rights to one’s portraits, and any other rights;
(vi) acts that cause or are likely to cause disadvantages or damages to ART WORKS Consulting and third parties;
(vii) acts against public order and morals;
(viii) acts that violate laws and regulations or criminal acts, acts that aid or assist such acts, or acts that may potentially fall under such acts;
(ix) phishing acts that tries to impersonate the website of ART WORKS Consulting, its business partners, other Customer, or third parties;
(x) registration or provision of information or data containing harmful programs;
(xi) acts that obstruct or are likely to obstruct the operation of the Services and all Services provided by ART WORKS Consulting;
(xii) acts that damage or are likely to damage the reputation or credibility of the Services and all services provided by ART WORKS Consulting; or
(xiii) any other acts that ART WORKS Consulting determines inappropriate.

2. If a Customer’s use of the Services or a service account falls under any of the items of the preceding paragraph, ART WORKS Consulting may suspend provision of the Services or use of the service account, or take any other measures deemed necessary by ART WORKS Consulting.

3. ART WORKS Consulting will not be liable for any damages, whether direct or indirect, that may result from taking any of the measures set forth in the preceding paragraph.

Article 15 (Scope of Warranty)

1. Except as provided in Article 12 (Suspension of Services) of these Terms, in providing the Services, ART WORKS Consulting warrants to Customer that the Services will not be suspended for more than 24 consecutive hours due to malfunction in the service network installed by ART WORKS Consulting.
In the case that ART WORKS Consulting has confirmed that there has been a breach of warranty and upon Customer’ request, ART WORKS Consulting, in its discretion, shall either reduce the Service fee for the month following the month in which the breach occurred, extend the Service period, or refund all or part of the Service fee for the Services for the month in which the breach occurred.
In such cases, the reduced Service fee, the extended Service period or the refund amount shall be determined by ART WORKS Consulting, by calculating the number of days based on each 24 consecutive hours of suspension of the Services, and designating a period between such number of days up to a maximum of one (1) month.

2. Notwithstanding the provisions of the preceding paragraph, the warranty will not apply if the cause of suspension of the Services falls under any of the following items:
(i) the Service used by the Customer is a trial version or beta version, etc. of a Service;
(ii) the cause is attributable to terminal facilities; or
(iii) other cases where the cause is not attributable to ART WORKS Consulting.

3. Any claim pursuant to Paragraphs 1 or 2 of this Article shall be made within sixty (60) days from the date of occurrence of such breach, together with documents certifying the payment of the usage fee for the Services, and the details and date of occurrence of such breach.

4. Customer hereby acknowledge and agree that the warranty set forth in Paragraph 1 of this Article is the sole warranty relating to the use of the Services and all other risks are borne solely by the Customer.

Article 16 (Limitation of Liability)

1. With respect to the Services, except as otherwise provided for in these Terms, ART WORKS Consulting or suppliers of the Services will not be liable for any damages.
In addition, even if it is caused by a breach of any provision in these Terms, ART WORKS Consulting shall not be liable to Customer or any other third party for any indirect, incidental, special, incidental, consequential, or punitive damages including loss of enterprise value or operating profits, damage due to suspension of business or computer failure, or any other commercial damages or losses arising out of the use of or failure to use the Services or any other services through the Services.
The foregoing shall apply even if ART WORKS Consulting was informed in advance of the possibility of such damage and for any direct damages incurred by causes not attributable to ART WORKS Consulting.
ART WORKS Consulting or the suppliers of the Services will not be held liable if the Service used by the Customer is a trial version or beta version, etc. of the Service, regardless of whether the damages were incurred by causes attributable to ART WORKS Consulting.

2. If a Customer causes damage to ART WORKS Consulting or a third party through the use of the Services, such Customer shall compensate for such damage at his/her own cost and responsibility, and may not claim any compensation or indemnification from ART WORKS Consulting.

3. If a dispute arises between a Customer and a third party through the use of the Services, it is the Customer’s responsibility to resolve the dispute, and Customer shall not be entitled to make any demand for arbitration or inquiries, or bring any other claims against ART WORKS Consulting.
Furthermore, in connection with such dispute, if ART WORKS Consulting compensate damages to such third parties or incur other damages or losses (including attorney’s fees) due to the willful misconduct or gross negligence by the Customer, ART WORKS Consulting is entitled to receive reimbursement for such damages from the Customer.

Article 17 (Intellectual Property Rights, etc.)

Any and all ownership rights, copyrights, and any other intellectual property rights concerning all programs, software, services, procedures, written documents, drawings, documentation, trademarks, trade names, etc. that comprise the operation environment of the Services shall belong to ART WORKS Consulting.
The Services, drawings, documentation, and other documents related to the Services are protected by the Copyright Act and other laws and treaties relating to intellectual property rights, and Customer and users shall not infringe the intellectual rights thereto.
Intellectual property rights for each content accessed, displayed, and used through the Services are the property of the respective information content providers, and are protected by the Copyright Act and other laws and treaties relating to intellectual property rights.

Article 18 (Termination of Agreement)

1. If a Customer falls under any of the following items, ART WORKS Consulting may immediately terminate the Service Agreement without any notice to the Customer:
(i) if the Customer violates any of the provisions or terms and conditions of these Terms;
(ii) if there is any false statement or omission in the application;
(iii) if the Customer obstructs, or commits any act likely to obstruct, the business operations of ART WORKS Consulting and its service systems, etc.;
(iv) if ART WORKS Consulting determines that credit concern has arisen regarding the Customer, including where a petition for bankruptcy, corporate reorganization proceedings, or civil rehabilitation proceedings is filed against the Customer, or the Customer voluntarily files such petition;
(v) if a petition for provisional attachment, provisional injunction, compulsory execution, public auction, the notice set forth in Article 2 of the Act on Contract for Establishment of Security Interests by Use of Provisional Registration, disposition to suspend transactions by a clearinghouse, or disposition by reason of delinquency of tax and dues or other dispositions of delinquencies are filed or brought against the Customer, or if there is any grounds that such petition, disposition, or notice may be filed or brought against the Customer; or
(vi) if ART WORKS Consulting has not been able to contact the Customer by telephone, facsimile, or email for a significant period of time.

2. If the Service Agreement is terminated, Customer may no longer use the service account and APIs, etc.
If ART WORKS Consulting requests the return or disposal of these items, the Customer must comply with the instructions of ART WORKS Consulting.
In addition, Customer will no longer be able to view the data in their registered service account.

Article 19 (Termination of Agreement due to Association with Anti-Social Forces)

1. Customer and ART WORKS Consulting hereby warrant to the other party that neither themselves nor their officers or employees currently fall under an organized crime group, a member of an organized crime group, a person for whom five years have not elapsed since he/she ceased to be a member of an organized crime group, a quasi-member of an organized crime group, a related company of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, an organized crime group specialized in intellectual crimes, or any other person equivalent thereto (“Organized Crime Group Member, etc.”), and that they do not fall under any of the following items, and covenant that they will not, in the future, fall under any of the following items:
(i) being in a relationship where it may be deemed that an Organized Crime Group Member, etc. has control over its management;
(ii) being in a relationship where it may be deemed that an Organized Crime Group Member, etc. is substantially involved in its management;
(iii) being in a relationship where it may be deemed that it improperly uses an Organized Crime Group Member, etc., such as for the purpose of gaining illegal profit for itself or a third party, or causing damage to a third party;
(iv) being in a relationship where it provides funds, etc. or offers benefits to such Member of an Organized Crime Group, etc.; or
(v) an officer or a person who is substantially involved in management has a socially accusable relationship with an Organized Crime Group Member.

2. If it is found that the other party, its officers, or its employees fall under an Organized Crime Group Member, etc. or any of the items in the preceding paragraph, in breach of the representation and covenant in the preceding paragraph, Customer or ART WORKS Consulting may immediately terminate the Service Agreement without any notice.

3. The provisions of Paragraph 2 of the preceding Article shall apply mutatis mutandis to cases where ART WORKS Consulting terminates the Service Agreement pursuant to the preceding paragraph.

Article 20 (No Assignment and No Establishment of Security Interest)

Customer may not assign, lend, lease, pledge, or otherwise encumber the right to receive the provision of the Services.

Article 21 (Contracting)

ART WORKS Consulting may contract all or part of the work related to the provision of the Services to a third party without the Customer’ consent.
However, in such case, ART WORKS Consulting shall be responsible for managing the contractor and having such contractor comply with the obligations of ART WORKS Consulting under these Terms, and be fully liable for the acts of such contractor.

Article 22 (Governing Law and Jurisdiction)

1. These Terms shall be governed by the laws of Japan, without giving effect to the principles of conflict of laws.
2. If there arises any dispute related to these Terms or the Services, both the Customer and ART WORKS Consulting agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance.

Article 23 (Changes to the Contents and Terms and Conditions)

ART WORKS Consulting may change or partially abolish these Terms or the contents of the Services.
In such case, these Terms or the contents of Services after the change or partial abolishment shall apply to existing Service Agreements between the Customer and ART WORKS Consulting from the effective date of such change.
Not withstanding the foregoing, if changes or partial abolishment of these Terms or the contents of the Services are not in the general interest of Customer, ART WORKS Consulting will notify Customer at least one (1) month prior to the date of change by the means determined by ART WORKS Consulting. In such a case, if the Customer does not provide its written consent to such changes, the terms and conditions before the change shall continue to apply to such Customer.

Article 24 (Miscellaneous)

1. Even if a Customer is presented with terms of service that differ from these Terms in relation to its use of a Service, these Terms shall prevail regarding the use of the Service by the Customer.
However, the provisions of the confidentiality agreement agreed upon between ART WORKS Consulting and the Customer in the separately executed application form shall prevail over these Terms.
These Terms may only be amended by a written document signed or sealed by both parties.

2. If any provision of these Terms is declared invalid or unenforceable by a court, these Terms shall be revised to conform to the legal requirements of such court, and such revision shall automatically become a part of these Terms.
If revision is not possible, the invalid or unenforceable provision shall be deleted and the remaining provisions of these Terms shall remain in full force and effect unless there arises a substantial deviation from the intent expressed in these Terms.
In such case, Customer and ART WORKS Consulting will take measures to revise the invalid or unenforceable provision to the extent possible.

Revision Dates:
Revised 2021/12/28
Revised 2022/6/10
Revised 2022/6/29
Revised 2023/5/11
Revised 2023/12/07