Terms of Service (translation)

Objective.
These Terms of Service (the ‘Terms’) are entered into by StarLeague Ltd.(‘We’) and the entity or person agreeing to them (‘Customer’) and govern the Customer’s access to and use of the Services.
Effective date.
2-1. These Terms are effective when the Customer clicks to accept it (the ‘Effective Date’).
2-2. If you are accepting on behalf of the Customer, you represent and warrant that
(i) you have full legal authority to bind the Customer to these Terms.
(ii) you have read and understand these Terms.
(iii) you agree, on behalf of the Customer, to these Terms.
2-3. You automatically agree to these Terms simply by logging into the Services.
Additional features.
3-1. The Services have some additional features that require application and agreement to the conditions stated in the Order Form, such as usage fees.
3-2. When there are reasons equivalent to Termination section as defined in the Terms, we may refuse permission to use the additional features. We will not disclose the reasons for refusal.
3-3. If Customer apply for the use of additional features through Resellers certified by us, the Customer agree that the users of that Reseller may use the Services as your users.
Provision of the Services.
4-1. We make commercially or technically reasonable efforts to avoid situations where the Service cannot be used for a long period of time.
4-2. We may temporarily suspend the provision of the Service without prior notice to the Customer based on reasonable grounds. Examples include:
(i) Performing maintenance or making changes to the specifications of the Service.
(ii) Occurrence or potential occurrence of natural disasters or emergencies that make it difficult to provide the Service.
(iii) Interruption of necessary facilities such as networks or data centers for service provision due to accidents.
(iv) Any other situation where we determine that it is difficult to provide the Service.
4-3. We may change the content or specifics of the services, or cancel provision of the services without prior notice to customers.
Modification to the Terms.
5-1. We may revise these Terms without prior notice to customers if the modifications:
(i) meet the Customers’ general profits, or
(ii) are not atainst the Terms purpose, and we believe it reasonable to the necessity, the contents or the situation
If such an instance has important changes, we shall provide notification by posting on our website.
5-2. By continuing to log in to the Services after the Terms have changed, you indicate your agreement to the revised Terms. If you do not agree to the changes, you should stop logging in to the Services.
Payments.
6-1. If the Customer uses paid features, the Customer shall pay the fees specified in the Order Form through the payment method designated by us. Any transaction fees incurred by bank transfers, if applicable, shall be borne by the Customer.
6-2. We do not provide refunds for fees that have already been paid and completed.
6-3. We may change the Prices at any time unless otherwise expressly agreed in an addendum or Order Form. We will notify on our home page at least 45 days in advance of any changes.
Restrictions.
The Customer will not
(i) violate the laws, social norms, public order or morals
(ii) perform any act related to crime
(iii) cause disadvantage, harm, or damage to us, other Customers, or any other third party
(iv) infringe the intellectual rights of us, other users or others, including reverse engineering
(v) destroy or interfere with the functionality of our servers or networks
(vi) get or try to get unauthorized access to our networks, systems, etc.
(vii) interfere with our services
(viii) collect or accumule information related to another customer such as personal information, IDs, passwords, etc.
(ix) impersonate other users
(x) let a third party, directly or indirectly, to use their own account without our consent
(xi) directly or indirectly cause, facilitate, or make it easy for the aforementioned acts
Service Suspension.
8-1. If there is suspicion of unauthorized use of a user’s account, we may request the user to change the account information and temporarily suspend the functionality of that account.
8-2. If there is suspicion that the Customer is in violation of the Terms, we may suspend or interrupt the customer’s use of all or part of the Service.
Account Management.
9-1. When registering an account, you are obligated to (i) register true and accurate information, and (ii) make appropriate corrections by yourself to keep that registered information up to date.
9-2. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
9-3. We deem that a login using a prescribed authentication method that identifies an user is used by the said user him/herself.
9-4. When a user does not use the service for a period of 12 months, we may delete their account to maintain the security level.
9-5. The functions available to each user can be set by users with administrative privileges. The Customer understands and agrees that they are responsible for ensuring the appropriate configuration of administrative privileges and functional access privileges.
Intellectual Property Rights.
10-1. Except as expressly stated in the Terms, these Terms does not grant either party any rights, implied or otherwise, to any of the other’s intellectual property. As between the parties, we own all Intellectual Property Rights in the Services.
10-2. The Customer hereby agrees in advance that we create processed data derived by the Services data and utilize it for purposes such as analysis, research, and development of new services.
Confidential Information.
The Customer and we shall not disclose or leak to any third party, without the prior written consent of the other party, any business secrets of the other that are obtained in connection with the provision or use of the Services, as well as any technical knowledge, know-how, or any other information related to the Services.
Personal information.
We shall appropriately handle personal information in accordance with the Privacy Policy ( star.careers/company/en/privacypolicy/ ).
No assignment of rights or obligations.
Customer may not assign, succeed or give as security the rights and obligations arising from the Terms, to a third party without our prior written consent.
DISCLAIMER.
Other than as expressly set out in these Terms, we do not make any apecific promises about the Services. For example, we don’t make any commitments about the following:
(i) merchantability, fitness for a particular use, non-infringement, or error-free or uninterrupted use of the Services
(ii) any representations about content or information accessible through the Services
We provide the Services “AS IS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL WARRANTIES.
Limitation of Liability.
15-1. Limitation on indirect Liability.
To the extent permitted by applicable law and subject to Section 15.3 (Unlimited liabilities), neither party will have any Liability arising out of or relating to the Terms for any (i) indirect, consequential, special, incidental or punitive damages or (ii) lost revenues, profits, savings or goodwill.
15-2. Limitation on amount of Liability.
We shall be liable to compensate the Customer for direct and ordinary damages only if it causes damage to the Customer intentionally or through gross negligence on the provision of the Service. The total aggregate Liability for damages is limited to the Fees that the Customer paid and we received during the 12 month period before the event.
15-3. Unlimited liabilities.
Nothing in the Terms excludes or limits either party’s Liability for:
(i) its fraud or fraudulent misrepresentation;
(ii) its obligations under Section 17 (Indemnification);
(iii) its infringement of the other party’s Intellectual Property Rights;
(iv) its payment obligations under the Terms; or
(v) matters for which Liability cannot be excluded or limited under applicable law.
Termination.
We may terminate the Terms immediately if any of the following reasons that the Customer:
(i) violates these terms and conditions.
(ii) suspends payment.
(iii) is in financial events showing their doubtful creditworthiness.
(iv) is, we believe, not to meet our transaction standards.
Indemnification.
If the Customer violates the Terms and causes damage to us, the Customer shall be obligated to compensate us for such damages.
Governing law and jurisdiction.
18-1. The establishment of the Terms shall be governed by the laws of Japan.
18-2. Any dispute arising between the customer and us attributable or related to the Terms shall be subject to the exclusive jurisdiction of Tokyo District Court as the court of first instance.
Miscellaneous.
19-1. Severability.
If any part of these Terms is invalid, illegal, or unenforceable, the rest of the Terms will remain in effect.
19-2. Survival.
The following sections will survive expiry or termination of these Terms: Section 6 (Payment terms), Section 10 (Intellectual Property Rights), Section 11 (Confidential Information), Section 14 (Disclaimer), Section 15 (Limitation of Liability), Section 17 (Indemnification), Section 18 (Governing law and jurisdiction), and Section 19 (Miscellaneous).
19-3. Entire Agreement.
(i) These Terms sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of the Terms. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in these Terms.
(ii) If there is a conflict between the documents that make up the Terms, the documents will control in the following order (of decreasing precedence): the Order Form and these Terms.
(iii) Regardless of the preceding clauses (i) and (ii), the specific terms and conditions of the contract between we and the Reseller shall take precedence and prevail, as documented in a separate written agreement.
15-4. Definitions.
‘Terms’ refer to the official version of the document in Japanese language published on star.careers/company/terms/ , and it takes precedence over translated versions in other languages.
‘Services’ mean the online features provided by us on the star.careers domain (including subdomains) and the services provided through the software of our Decider brand.
‘Users’ means the individuals who are permitted by the Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer Affiliates and other third parties.
‘Suspend’ or ‘Suspension’ means disabling access to or use of the Services or components of the Services.
‘Authentication method’ includes, but not limited to, authentication confirming that registered information matches the combination of the ID and the password.
‘Login’ means the action of completing authentication, regardless of the method. It is identified through the operational log in our systems.
‘Account’ means the Customer’s account credentials and correlating access to the Services under the Terms.
‘Order Form’ means an order placed by the Customer via the Services, or an order form executed by the Customer that we provide the prescribed format.
‘including’ means including but not limited to.
‘Reseller’ means, if applicable, the authorised unaffiliated third-party reseller that sells the Services to the Customer.
Region-Specific Terms.
The Customer agrees to the following modifications to the Terms if the Customer’s address is in the applicable region as described below:

Japan
The reasons for Termination include instances where the Customer violates 反社会的勢力の排除規定 . As examples of Termination due to credit concerns, it includes:
(i) When subject to government action or disposal including 差押、仮差押、仮処分、競売、強制執行、滞納処分等
(ii) 破産、民事再生、会社更生の申立がなされたとき

Jun. 22 2023 revised