MTrans Terms of Use

Users (hereinafter referred to as ''Users'') of the machine translation service ''MTrans'' provided by the Company (hereinafter referred to as the ''Service'') shall comply with these ''MTrans Terms of Use'' (hereinafter referred to as the ''Terms'').

Article 1 (Purpose)

The Company grants Users non-exclusive use of the Service. Users may use the Service pursuant to the provisions of the Terms.
The Terms set forth the contents of the contract between the Company and Users regarding the provision and use of the Service (hereinafter referred to as the "Service Usage Agreement"), and shall apply to the relationship related to the use of the Service between the Company and the User.

Article 2 (Service usage license)

Users shall pay the consideration for the use of the Service to the Company in accordance with the conditions stated in the prescribed application form.
All intellectual property rights in or to the Service, such as copyrights, moral rights, and other rights held as the developer of the Service shall belong to the Company.
Pursuant to the provisions of the Terms, Users will only acquire non-exclusive rights to use the Service, and will not acquire any other rights in or to the Service.

Article 3 (Security Policy)

The Company shall establish a security policy for the Service and post it on the Company's designated website. Additionally, the Company may update the security policy without prior notice.
The Company must comply with the security policy set forth in the preceding paragraph. However, if there is a legitimate reason, the Company may operate the Service without prior notice in a manner that does not comply with the security policy, and Users shall agree to this.

Article 4 (Usage period/Number of users)

When using MTrans Team/MTrans for Office among the Service, the following provisions shall apply.
The minimum period of use of the Service shall be one year from the start date of use of the Service as stated in the prescribed application form.
If there is no request for cancellation from either Users or the Company at least 30 days before the end of the usage period, the Service Usage Agreement shall be automatically renewed on the same terms and conditions, and the same shall apply thereafter. The service usage period after contract renewal shall be of the same length as the service usage period before contract renewal.
The number of users of the Service shall be the number of Users stated in the prescribed application form (hereinafter referred to as the "Number of Available Users"), and if this number is exceeded, the Service may not be used.
Users may change the number of registered Users by following the procedures prescribed by the Company.
If the number of users of the Service exceeds the Number of Available Users, Users shall promptly notify the Company that the Number of Available Users will be added or pay the bill for the excess usage.
Users shall not use a group email address (including mailing list) as email addresses, one of information to be registered for their account.

Article 5 (Usage period/Number of users)

When using MTrans for Trados/MTrans for Phrase TMS among the Service, the following provisions shall apply.
The minimum period of use of the Service shall be one year from the start date of use of the Service as stated in the prescribed application form.
If there is no request for cancellation from either Users or the Company at least 30 days before the end of the usage period, the Service Usage Agreement shall be automatically renewed on the same terms and conditions, and the same shall apply thereafter. The service usage period after contract renewal shall be of the same length as the service usage period before contract renewal.

Article 6 (Password and API key)

Users shall, at their own responsibility, appropriately manage and store passwords, API keys, etc. related to the Service, and shall not allow third parties to use them, or transfer or lend them to third parties.
The Company shall not be liable to Users for any disadvantage caused to Users due to their inappropriate management or use of passwords, API keys, etc. Additionally, if the Company suffers damage due to unauthorized use of passwords, API keys, etc., Users shall compensate the Company for such damage.

Article 7 (Attribution of rights)

The copyright (including the rights stipulated in Articles 27 and 28 of the Copyright Act; the same shall apply hereinafter), etc. in or to information and materials provided or disclosed to the Company with respect to the use of the Service (hereinafter collectively referred to as the "Business Information"), and the copyright in or to works created by the use of the Service are reserved by Users and shall not be transferred from Users to the Company. However, the Company may use these copyrighted works only within the scope of the purpose of providing the Service to Users.
Users shall not exercise their moral rights in or to the works set forth in the preceding paragraph against the Company.
The Company shall take all possible precautions to ensure that the Service does not infringe on the copyrights of third parties.
All intellectual property rights in or to the Service, such as copyrights and know-how shall belong to the Company.
Users shall use part or all of the data provided in advance within the Service for themselves and must not copy, distribute, or reprint it to a third party.

Article 8 (Warranty)

The Company warrants that the Service will operate in accordance with the specifications specified by the Company if the Service is used appropriately in the operating environment specified by the Company during the usage period.
If the Service does not operate in accordance with the specifications specified by the Company under the operating environment specified by the Company and a reproducible failure (hereinafter referred to as "Functional Failure") is discovered, the Company shall be responsible for repairing, replacing or correcting the Service. However, the Company shall not be liable in the following cases:
- (1) If we are unable to reproduce the Functional Failure reported by Users;
- (2) If the Service is not used as described in the manual;
- (3) If the Service is modified or processed by a third party other than the Company;
- (4) Otherwise, if the Service is not used in accordance with the operating instructions specified by the Company.
The Company does not warrant that the Service will be free from interruptions or malfunctions.

Article 9 (Scope of responsibility)

If damage is caused by the use of the Service by Users during the period of use, the Company shall be responsible only for direct and actual normal damage (excluding indirect damage and damage caused by special circumstances) due to reasons attributable to the Company.
The upper limit of damages set forth in the preceding paragraph shall be the amount actually paid by Users to the Company as a consideration for the use of the Service that was the direct cause of the damage.
The Company warrants that Users' proper use of the Service will not infringe any third party's copyrights, patent rights, utility model rights, design rights, trademark rights, proprietary rights, trade secrets, know-how, or any other rights.
In the event that a third party alleges infringement of copyright or other rights in or to the Service against Users, and only if Users satisfy the requirements (1) to (3) below, the Company shall deal with it at its own expenses and on its own responsibility, and Users shall cooperate therein.
- (1) If Users promptly notify the Company of the fact and contents of the allegation after receiving it from a third party;
- (2) If Users grant the Company the authority to decide on defense or resolution;
- (3) If Users provide the Company with reasonable information and support for defense or resolution.
The Company will make every effort to ensure that the original text is translated accurately when using the Service, however, the Company does not make any warranty as to the accuracy of the translation results.

Article 10 (Suspension of the Service)

In the event that any of the following applies, the Company may discontinue or suspend the provision of all or part of the Service without prior notice to Users. Furthermore, the Company shall not be liable for any damage caused to Users due to discontinuance or suspension of the Service pursuant to this article.

- (1) In the case of urgent maintenance and inspection work on the equipment for the Service;
- (2) If a failure occurs in the equipment for the Service;
- (3) If the Service cannot be operated due to force majeure such as an earthquake or lightning strike, etc.;
- (4) Otherwise, if the Company determines that temporary suspension of the Service is necessary for operational or technical reasons.

Article 11 (Personal information)

Personal information newly acquired by the Company in providing the Service will be handled in accordance with the Company's "Personal Information Protection Policy."

Article 12 (Confidentiality)

Neither Users nor the Company shall disclose or leaked to a third party any information identified in writing as confidential by the other party (hereinafter referred to as "Confidential Information"), without the written consent of the other party. However, Confidential Information does not include information that falls under any of the following provisions:
- (1) Information that becomes publicly known without violating the obligations of the party concerned;
- (2) Information that was lawfully in the possession of the party prior to disclosure and that was not obtained by the party directly or indirectly from the other party;
- (3) Information lawfully disclosed to the party by a third party that is not subject to restrictions on disclosure;
- (4) Information developed independently by the relevant party without violating the Terms.
The Company shall not use the Business Information, translation results and other deliverables obtained from the Business Information (hereinafter referred to as "Deliverables"), and Confidential Information for any purpose other than providing the Service.
This article shall remain in effect for one year after the end of the service usage period, regardless of expiration, cancellation, or other reasons for termination.

Article 13 (Responsibility for managing data, etc.)

The Company shall strictly manage various registered data, such as the results of translation corrections made by registered Users, with the duty of care of a good manager. Additionally, the Company shall take appropriate security measures to prevent unauthorized access or loss, destruction, falsification, leakage, etc. of data.
The Company shall manage various registered data and Confidential Information for the Service in a database, etc. designated by the Company. For the purpose of maintenance and troubleshooting of the Service, the Company may permit those who have been given legitimate authority by the Company to view the database, etc. designated by the Company, and shall take measures to prevent unauthorized persons from viewing or modifying the database, etc. designated by the Company. However, this shall not apply when Users' consent is obtained or as required by law.
The Company shall encrypt and manage passwords in the Company's designated database, etc. as stipulated in the preceding paragraph. The Company shall encrypt communications during the provision of the Service, and shall take measures to prevent unauthorized persons from viewing or altering the contents of communications.

Article 14 (No Anti-social forces)

Users and the Company respectively represent and warrant that it, its officers, workers/employees, etc., parent companies, subsidiaries, affiliated companies, or subcontractors (hereinafter collectively referred to as "Target Persons") are not persons or parties falling under the following items nor equivalents thereto (hereinafter collectively referred to as "Anti-social Forces"):
- (1) Organized crime groups, designated organized crime groups, designated organized crime group associations, organized crime group members as defined in Article 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (including those who have not been a member of an organized crime group for less than five years);
- (2) Companies associated with an organized crime group;
- (3) Associate member of an organized crime group;
- (4) Extortionist, etc., groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, or crime groups specialized in intellectual crimes, etc.;
- (5) A person belonging to an organization that has been punished based on the Act on the Control of Organizations That Committed Indiscriminate Mass Murder, or a person who has business with it;
- (6) A person or party having a relationship with a person who falls under items 1 to 5 above (hereinafter referred to as "Organized Crime Group Members, etc.") which shows that Organized Crime Group Members, etc. control its management or are substantially involved in its management;
- (7) A person or party having a relationship with Organized Crime Group Members, etc. which shows that it uses Organized Crime Group Members, etc. unfairly, such as for the purpose of gaining fraudulent profits for itself, its company, or a third party, or for the purpose of causing damage to a third party;
- (8) A person or party having a relationship with Organized Crime Group Members, etc. which shows that it is involved in Organized Crime Group Members, etc., such as the provision of funds, etc. or benefits, etc. to them;
- (9) A person or a party whose officer or personnel substantially involved in its management is engaged in socially condemnable relationship with Organized Crime Group Members, etc.
In addition to the preceding paragraph, Users and the Company respectively represent and warrant that the Target Persons will not engage in any of the acts set forth in the following items:
- (1) Acts such as deception, violent acts, threatening language, or unreasonable demands that exceed legal responsibility, either by it or by using a third party;
- (2) Acts that obstruct the other party's business;
- (3) Acts that damage or are likely to damage the reputation or credibility of the other party;
- (4) Acts of intentionally soliciting insurance contracts from the persons or parties specified in each item of the preceding paragraph;
- (5) Other acts similar to the preceding items.
Users and the Company respectively shall cooperate with the other party's investigation to confirm that the Target Persons do not fall under Anti-social Forces, and if requested by the other party, Users and the Company respectively will promptly disclose necessary information, materials, etc.
Notwithstanding the provisions of the Terms, if the other party violates any of the preceding three paragraphs, Users and the Company respectively shall be entitled to terminate the Service Usage Agreement without any notice to the other party, and the terminated party shall not raise any objections to such termination. In addition, the terminated party shall compensate the party who exercised the right to terminate if the party suffers damage as a result of the termination.
If the Service Usage Agreement is terminated due to termination pursuant to the preceding paragraph or any other reason that the Target Parsons fall under Anti-social Forces, and the party who caused the termination of the agreement due to being Anti-social Forces may suffer damages as a result, the other party shall not be liable for any damages. In addition, the party who causes the termination of the Service Usage Agreement due to being Anti-social Forces shall not make any claims against the other party.

Article 15 (Termination of the Service Usage Agreement)

Users may withdraw from the Service by notifying in the manner prescribed by the Company, and the Service Usage Agreement shall be terminated.
If Users violate the provisions of the Terms and the violation is not corrected within two weeks after the Company requests correction of the violation, the Company shall be entitled to terminate the Service Usage Agreement and terminate Users' use of the Service.
If the Service Usage Agreement is terminated pursuant to Paragraph 4 of the preceding article, the preceding paragraph, or due to mid-term cancellation for Users' convenience, the Company shall not refund to Users the consideration paid by Users for using the Service.

Article 16 (Processing after termination of use of the Service)

When using MTrans for Office / MTrans for Trados / MTrans for Phrase TMS among the Service, the following provisions shall apply.
Users shall be responsible for erasing software provided by the Company and stored on the terminal equipment, etc. when using the Service, and all related materials, etc.
If the use of the Service is terminated, the Company shall delete Users' data, registered information, etc. stored by the Company after a certain period of time from the date of termination of use of the Service, without notifying Users. However, information regarding usage history and operation logs by Users, etc. are not included.

Article 17 (Processing after termination of use of the Service)

When using MTrans Team among the Service, the following provisions shall apply.
Users shall be responsible for erasing software provided by the Company and stored on the terminal equipment, etc. when using the Service, and all related materials, etc.
If the use of the Service is terminated, the Company shall, as a paid option, delete Users' data and registration information stored by the Company after the termination of use of the Service. However, information regarding usage history and operation logs by Users, etc. are not included.

Article 18 (Faith and trust)

Matters not stipulated in the Terms and questions regarding the Terms shall be determined by the parties concerned through consultation in accordance with the principle of good faith.

Article 19 (Governing law and agreed jurisdiction)

The Terms shall be governed in accordance with the laws of Japan. In the event that a dispute arises between the Company and Users regarding the Service Usage Agreement, the Tokyo District Court shall have the exclusive jurisdiction in the first instance.

Established on October 19, 2022
Revised on December 5, 2023