Article 1 (Objectives)

• The Terms of Use (hereinafter referred to as “this Agreement”) is for the AI Powered Voice Dashboard “RECORiS” service (hereinafter referred to as the “Service”) provided by TIL Inc. (hereinafter referred to as “the Company”), and governs the contract for the use of the service and any contracts that accompany it (hereinafter collectively referred to as the "Contract"), and establishes all rights and obligations between the Company and the Contractor regarding this Contract.
• This Agreement shall come into force at any time the Contractor agrees to the contents of this Contractor when the Contractor uses the Service.

Article 2 (Definitions)

The definition of terms of the Agreement is as follows:

• "Contractor"
  Refers to corporations / individuals / organizations that have applied for the use of the Service, and after the approval of this Agreement, corporations / individuals / organizations that have been licensed to use this Service by the Company.
• "The Service"
  Refers to the Service that uses software and hardware provided by the Company and refers to the Service provided to the Contractor by the Company upon submission of the usage application for said Service or its white label name. Details of each service can be found on the application form or on the Company website.
• "Service delivery period"
  The period of time that a Contractor is eligible to receive the Service.
• "Business days"
  This refers to the days on which the Company accepts various applications, inquiries, notifications, etc. (hereinafter collectively referred to as “applications”). Business days refer to days excluding Saturdays, Sundays, public holidays, and regular or irregular holidays specified by the Company, and business hours from 10:00 am to 6:00 pm on business days. The Company accepts applications only during business hours on business days. Applications made outside business hours and outside business hours will be handled as accepted on the next business day.

Article 3 (Contents of the Service)

• Details of the contents of the Service can be found on the application form or on the Company website. These application forms and the description of the contents of the Service on the website shall be in accordance with the Agreement.
• A dedicated device that is lent to the Contractor may be required in order to use the Service. A Contractor who has been loaned and received a dedicated device must use the device in accordance with the rules set forth on the Company website, etc.

Article 4 (Service Provision Period)

• As a general rule, this Service will start when the application procedure for this Service from the Contractor is complete.
• If the Contractor does not notify the Company of the termination of the Agreement by the method specified by the Company one month before the service provision period end date, the Agreement shall continue for one more month. The same shall apply thereafter.
• Regardless of Paragraph 1 of this Article, the Service may be provided before the calculation date at the discretion of the Company. The provision conditions in that case will be determined upon consultation.

Article 5 (Fees)

Usage charges for this Service are based on a pay-as-you-go system. The total amount of (1) hourly billing fee and (2) capacity billing fee is the usage fee (excluding consumption tax). For details, please refer to the Company website and the price plan for the Service application (https://recoris.jp/). Billing will commence as follows.

• Hourly charges
  Usage charges will be incurred when the cumulative usage time from the start of the Service is 1 hour or more. If the cumulative usage time is less than 1 hour, no hourly charge will be incurred.
• Capacity charges
  Usage charges will be incurred when the cumulative usage capacity from the start of service provision reaches 15MB. If the cumulative usage capacity is less than 15MB, no capacity charge will be incurred.

Article 6 (Obligation to Pay)

Contractors are required to pay the service monthly fee with the registered credit card. If a Contractor is unable to pay by credit card, the Company will consider alternatives upon request.

Article 7 (Rights attribution, usage, etc.)

• Copyright, industrial property rights, intellectual property rights, and all other tangible and intangible property rights related to all programs, software, services, procedures, trademarks, trade names, etc. that constitute the Service implementation environment, belong to the company, and are only licensed to a third party who has been given permission for use, etc. are not licensed to the Contractor beyond what is stipulated in this agreement and other individual contracts.
• All usage rights, ownership, and all other rights of voice recordings (hereinafter referred to as “voice data”) collected by the Company during the implementation of this Service belong to the Company. Audio data can only be used under the conditions and methods established by the Company. The Contractor cannot export or retain the voice data without permission from the Company. If the Contractor wishes to retain audio data, the Contractor must purchase audio data using the method specified by the Company.
• The Company retains the right to delete any audio data arbitrarily after the specified period. In addition, the Contractor can acquire the right to delete the voice data from the management screen as an option to this service (separate application required, incurs a separate charge).
• The Contractor shall use the voice data at his / her own responsibility and shall deal with his / her own responsibility and any incurred expense if a dispute occurs with a third party because of such use.

Article 8 (Restrictions and Prohibitions)

The Contractor shall not engage in the following acts in the use of this Service.

• To transfer, lend, license, or provide the right to use this service to a third party as collateral.
• Creation or distribution of the system or derivative services relating to this Service.
• Acts that disadvantage or damage the Company or third parties, or acts that may cause such damage.
• Acts contrary to public order and morals.
• Acts that violate laws and regulations, criminal acts, acts that encourage said acts, or acts that may cause aforesaid acts.
• The act of providing information or data containing harmful programs.
• Acts that interfere with or may interfere with the operation of the Services and any services provided by the Company.
• Any act that may damage or damage the trust of this Service and any services provided by the Company.
• Any other acts deemed inappropriate by the Company.

Article 9 (Suspension of the Services)

• The Company may stop providing the Service without prior notice to the Contractor if any of the following applies.
  • When there is an unavoidable reason for maintenance, or other issues due to management, or when an unavoidable failure occurs in the system, telecommunications equipment, etc. required to provide this Service.
  • When it is difficult for the Company to provide a normal level of Service due to a significant load or failure of the server used for this Service.
  • When it becomes difficult for Type 1 telecommunications carriers or domestic and foreign telecommunications carriers to provide the services based on the Service Agreement due to suspension of provision of telecommunications services.
  • When an emergency situation occurs due to natural disasters, wars, civil wars, legislation reform or other force majeure, or when there is a danger of the aforementioned occurring.
  • In addition to the above, if the Company determines that the provision of this service must be stopped or an emergency stop must be enacted.
• Even if the Contractor or a third party requests an emergency stop of the provision of this service, the Company will independently determine whether or not it is necessary.
• Even if the Contractor or a third party suffers damages due to the suspension or failure of the service, the Company will not be liable for any damages.

Article 10 (Changes to the Service and Partial abolition)

• The Company may change all or in part the contents of this Service and the Agreement without prior notice at its sole discretion. In this case, the Service provision conditions shall be based on the revised terms. However, changes in the service provision price shall be determined upon a separate consultation. However, if there is a reasonable reason for the price change, the change in the Agreement shall effect a change in the price.
• Changes to the Agreement shall be posted on the Company website, and the changes will be notified in advance from the Company to the Contractor in writing, e-mail or other methods.

Article 11 (Application for Contract)

• When applying for this Service contract, the Contractor will conduct a connection test or test use (hereinafter referred to as “connection test”) in the service usage environment of the Contractor in advance, and ensure the Service is used normally. The application and conclusion of this Service contract shall be made on the assumption that the confirmation of the aforementioned has been made by the Contractor. If the contract of this service must be cancelled due to the Contractor having neglected such confirmation, the Company is not liable for any damages. In addition, the Company will not issue any refunds for money received.
• When applying for this Service contract, the Contractor shall specify the company name, name, address, contact person, contact information, and other items specified by the Company to identify the details of the application (hereinafter referred to as "Contractor information") will be submitted to the Company in the manner specified by the Company. In addition, there may be cases where the Company requests a document which acts as proof of the validity of the information submitted by the Contractor to the Company and if such documentation is not presented, the provision of services may be refused.
• The Company shall manage the information related to this Contract, under the care of a good manager, and will not use, copy or make available to third parties for disclosure such as the Contractor's information submitted by the Contractor, for purposes other than this service without first obtaining the written consent from the Contractor. However, the Company may disclose Contractor information to third parties for the purpose of providing this service. In this case, the Company shall establish the same management system as that under the control of the Company for the third party.

Article 12 (Acceptance of Contract Application)

• For each application of this service contract, the Company will confirm and review the Contractor's information, etc., and determine whether or not to accept said Contractor at the discretion of the company as a result of the review. This consent is not bound by the order of an application.
• The Company will not accept the Contractor's application for the Service under the following conditions. In addition, if it is clear that the following items are applicable after the Contract, the Contract may be cancelled without notice at the discretion of the Company.
  • When there is a misrepresentation of the content submitted to the application.
  • When the Contractor has neglected contractual obligations in the Service provided by the Company in the past or when the Company determines that there is a risk of neglect in the future.
  • When the Company determines that it is difficult to provide this Service continuously.
  • When the Contractor has a fact that is contrary to public order and morals.
  • Other cases where the Company determines that there is a significant hindrance to the performance of business.

Article 13 (Notification of Contractor Information)

• If the Contractor's information changes, the Contractor must promptly notify the Company of the change. The Contractor may be asked to present certificates etc. to confirm any reported fact.
• If there is a notification from the Contractor regarding changes to the Contractor's information, etc., the notifications, etc. from the Company to the Contractor will be sent by electronic means, or sent to the contact address after the change.
• If there is no notification made as stated in paragraph (1) of this article, the Company will not be liable for any damages that arise when the Company contacts or notifies the Contractor at the contact information prior to the change, or if the Company is unable to contact the Contractor.

Article 14 (Recommissioning)

The Company may subcontract all or part of the services involved in providing this Service to a third party without the consent of the Contractor. However, in this case, the Company will assume the same level of management responsibility for the subContractor.

Article 15(Confidentiality)

• For this agreement, “confidential information” refers to technology, sales, operations, finance, organization and other information by another party that said party has provided or disclosed, regardless of the method, including verbal, written or other recorded media, by said party in relation to this Agreement. However, this definition does not apply to information that falls under any one of the following items.
  • Information that was already publicly known or is already known when it was provided or disclosed by the other party.
  • Information, after being provided or disclosed by the other party, or after it was acquired, became publicly known for reasons not attributable to the Company’s own responsibility.
  • Information obtained legally without being obliged to hold confidentiality from a third party authorized to provide or disclose.
  • Information developed independently without confidential information.
  • Information confirmed in writing from the other party to be information for which confidentiality is not required.
• The Contractor and the Company shall use confidential information only for the purpose of this Agreement and shall not provide, disclose or leak the other party's confidential information to a third party without the other party's written consent.
• Regardless of the provisions of the preceding paragraph, the Contractor or the Company may disclose the confidential information of the other party or the contents of this Contractor an individual contract based on an order or request according to law, or a request by a court or government agency. However, in the event such an order or request is made, the other party shall be notified promptly.
• The Contractor and the Company shall obtain prior consent from the other party in the case of copying a document or other recording medium that contains confidential information.
• The Contractor and the Company shall, at the end of this Agreement or whenever requested by the other party, without delay, in accordance with the other party's instructions, return or discard the documents containing or including the confidential information as well as other recording media and all recording media that contain the confidential information.
• The Contractor and the Company must take all necessary measures for their officers and employees who handle confidential information to maintain the confidentiality of information, whether they are in office or after retirement.

Article 16 (Request to Change Contract)

If the Contractor wishes to change the contents of the contract, the Contractor shall make a proposal using the method specified by the Company. Changes to the contract contents shall take effect upon consent by the Company.

Article 17 (Cancellation of contract, cancellation, etc.)

• A request to cancel or terminate a contract by the Contractor shall occur as follows.
  • The Contractor can cancel the Service through procedures designated by the Company during the service provision period.
  • Even if the Contractor terminates the Service halfway, the Contractor shall pay the usage fee until the expiration of the original contract period to the Company.
  • Even if the Contractor temporarily stops or suspends the use of this Service during the contract period, the Company shall assume that such suspension was done willingly by the Contractor and no refund will be given.
• A cancellation of the Service by the Company shall occur based on the following. If the Contractor falls under one of the following conditions, the Company may immediately terminate the Service contract without prior notice to the Contractor.
  • If there are any misrepresentations or omissions in the application items.
  • In the event of significant hindrance to the performance of the Company business or maintenance of this service, or any identified risk-bearing conduct.
  • In the event a petition for bankruptcy, corporate reorganization proceedings, civil rehabilitation proceedings is filed or the Contractor files such proceedings for itself.
  • If the Contractor experiences a provisional seizure, provisional disposition, compulsory execution, auction, etc., according to provisional collateral law, suspension of trade at the bill exchange office, delinquency of tax and other charges, or other delinquency treatment, or if the Contractor receives any such petition, disposition, or notification.
  • When the Company cannot contact the Contractor by telephone, fax or e-mail for a month.
  • The Contractor violates one of the terms and conditions of this Agreement.
  • Any other cases defined separately by the Company in each service.
• The following measures will be taken after cancellation of the service or termination.
  • If this Service contract is ended due to cancellation or termination, etc., the Contractor is prohibited from further use of equipment related to this Service. In addition, the Contractor shall follow the instructions of the Company when the Company requests the destruction, return, etc. of the information and software provided by the Company to provide the service.
  • If this Contract is terminated or cancelled during the Service provision period, no charges will be refunded for the Service provision period that has already been applied regardless of the reason for termination or cancellation. The same applies when the Service is automatically continued.

Article 18 (Non-compete)

The Contractor shall not conduct business directly or indirectly in any shape or form, with any business that is the same or similar to the Service, during the contract period with the Company and for two years after termination of the contract with the Company. However, the aforementioned does not apply if the Company has agreed to the contrary in writing, in advance.

Article 19 (Disclaimer)

• The Contractor shall use this Service at their own discretion and responsibility as well as bear all risks arising from the use of the Service provided by the Company. However, this does not apply to cases that are defined to be the responsibility of the Company.
• The Company shall be the Contractor or third party for all damages including loss of business value, suspension of business and other commercial damages / losses caused by the Contractor's use or non-use of this service. However, in the course of providing this Service, if the Contractor suffers damage due to the intention of the Company's employees (including officers) or reasons that should be regarded as the same, the Company shall compensate the Contractor an amount for damages that will be a maximum of the total amount of the usage fee.
• The Company is not responsible for any claims by third parties regarding the any services provided by the Contractor.
• Providing information or advice by verbal, written, e-mail, etc. to Contractors of the Company does not expand the scope of this Agreement and does not provide new guarantees.
• The Company does not guarantee that the requirements of the Contractor will be fully satisfied by providing this Service.
• If a Contractor causes damage to a third party through the use of this Service, the Contractor will bear the responsibility to compensate for such damage at their own expense and will not request any compensation or compensation from the Company.
• In the event of a dispute between the Contractor and a third party through the use of this Service, the Contractor will bear the responsibility to resolve the dispute at their own expense.

Article 20 (Damages)

If the Contractor violates this Agreement and damages the Company, all damages must be compensated promptly.

Article 21 (Limitation of Warranty)

Even if all or part of the data registered by the Contractor when using this service is damaged, the Company will not provide any guarantees. The Company shall not be liable for any damages incurred by the Contractor or a third party due to data corruption.

Article 22 (Elimination of Antisocial Forces)

• Party A and Party B pledge that the officers or employees currently of each party do not fall under any of the following condition, nor will they fall under such conditions in the future.
  • Gangs.
  • Gang members.
  • Associate member of a gang.
  • An enterprise related to a gang.
  • General stores, social movements, etc. or special intelligence violence group, etc.
  • Other persons conforming to the preceding items.
• Party A and Party B pledge not to perform the following actions by themselves or a third party:
  • Violent demands.
  • Unfair demands that exceed legal liability.
  • Threatening behavior or using violence in relation to transactions.
  • Any act that damages the other party's credit or interferes with the other party's business using dissemination, false information or undue power.
  • Other acts in accordance with the preceding items.
• If Party A or Party B violates any of the preceding two paragraphs, the other party may immediately cancel this Agreement with notification in writing without prior notification, etc., and request compensation for all damages caused by the violation.

Article 23 (Jurisdiction)

The Tokyo District Court or the Tokyo Summary Court shall be the exclusive court of jurisdiction for the first instance for any dispute related to this Agreement or Contract.

Article 24 (Agreement)

Regarding the use of this Service, matters that are not set forth in this Agreement or matters that cause doubt in interpretation shall be resolved in consultation with both parties in good faith, in addition to the provisions of laws and regulations as well as general practices.