Article 1 (Scope of Application)
These Terms of Use (hereinafter, "these Terms") stipulate the contents of the contract that applies uniformly between Inbound Platform Corp. (hereinafter, "the Company") and customers with respect to the use of the eSIM data communication service and all services associated therewith (hereinafter, "the Service") provided by the Company.
The provisions relating to the Service that are stipulated by the Company separately to these Terms (including service introduction, price list, notes and other descriptions on the Service website, etc.) shall each form part of these Terms. And if there is any inconsistency between the contents stipulated in these Terms and the contents stipulated in aforementioned provisions, then the contents stipulated in aforementioned provisions shall be applied with precedence.
Article 2 (Definition of Terms)
The definitions of the terms used in these Terms shall be as follows:
• The Service: The service that uses an eSIM to provide dedicated data communication in the country or region specified in the User Agreement
• eSIM: Technology that enables the use of the Service using the communication device and SIM card specified by the Customer
• The User Agreement: The agreement between the Company and the Customer on the use of the Service based on these Terms
• The Customer: A party who has concluded a User Agreement with the Company as the user of the Service based on these Terms, or who has applied to enter into a User Agreement with the Company
• Telecommunications carrier: The company providing the communications provided through the Service under a contract with the Company or the eSIM Provider, regardless of whether it is an MNO or MVNO
• The eSIM Provider: The operator that provides the eSIM for the Service under a contract with the Company.
Article 3 (Change to These Terms)
The Company reserves the right to change the contents of these Terms. In this case, the Company shall notify the Customer to the effect that these Terms will be changed, the revised content of these Terms after the change, and the time when the change will take effect, in advance by the method specified in the following Article. The Customer shall be deemed to have agreed to such change by continuing to use the Service after the Company has changed these Terms in accordance with the foregoing.
Article 4 (Method of Notice)
Except as otherwise provided in these Terms, all notices from the Company to the Customer shall be in writing, by e-mail (including SMS, etc.), by telephone, by posting on a website operated by the Company, or in another manner specified by the Company.
Article 5 (Customer Information)
1. If the Customer will change its name, address, contact details, etc. (hereinafter collectively referred to as "Customer Information" in this Article) (including change along with corporate merger), then it must promptly notify the Company of such change via the method specified by the Company.
2. If the Customer has neglected to notify the Company in accordance with the provisions of the preceding paragraph, then all documents, e-mail, etc. sent by the Company to the Customer's former name, address, contact details, etc. shall be deemed to have arrived at the time it was sent to the Customer.
3. If the Customer has notified the Company of a change to Customer Information in accordance with the provisions of paragraph 1, then all documents, e-mail, etc. sent by the Company to the new name, address, contact details, etc. notified by the Customer shall be deemed to have arrived at the time it was sent to the Customer.
4. The Customer shall assume liability for any damages incurred as a consequence of the Customer neglecting to notify the Company of a change to Customer Information in accordance with the provisions of paragraph 1 or notifying the Company of incorrect Customer Information. The Company assumes no liability in these cases unless there is fault on the part of the Company.
Article 6 (Application)
1. To apply to enter into a User Agreement, the Customer must first read and agree to the contents of these Terms and then apply by the method specified by the Company such as by filling in the prescribed information on the online application screen specified by the Company and sending it to the Company.
2. The Company may reject the Customer's application to enter into a User Agreement under the following circumstances. In this case, the Company shall notify the Customer to that effect, but is under no obligation to notify the Customer of the reason for the rejection:
• There are reasonable grounds to believe that the Customer may violate these Terms;
• There is a risk that the Customer will fail to pay its obligations under the User Agreement;
• The Customer has intentionally made false statements in the User Agreement application form;
• There is a risk that the Customer will use the Service illegally or in a manner contrary to public order and morals;
• There is a risk that the Customer will use the Service in a manner that damages the credibility of the Company or the Service;
• The Customer is found to be an organized crime group, a member of an organized crime group, a party who has been a member of an organized crime group at any time in the last 5 years, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate extortionist, a group engaging in criminal activities under the pretext of conducting social campaigns, etc., an organized crime syndicate specialized in intellectual crimes, or any other party analogous to each of the preceding (hereinafter, “Anti-Social Force”), or to be involved with an Anti-Social Force; or
• There are other reasonable grounds for the Company to judge that it cannot provide the Service to the Customer or that it would be inappropriate to do so.
Article 7 (Establishment of the User Agreement)
1. The User Agreement shall be established at the point in time when the Company has sent a notice of acceptance to the Customer after the Customer has applied to enter into a User Agreement and has completed payment.
2. If the Company is unable to provide the Service to the Customer for any reason after accepting the Customer's application to enter into a User Agreement, then the Company shall notify the Customer to that effect in the manner stipulated in Article 4 and promptly refund the Customer's payment. The Company assumes no liability for any damages incurred by the Customer in this case if the reason for the inability to provide the Service is no fault of the Company.
Article 8 (Term)
The term of the User Agreement (hereinafter, “the Term”) shall be stipulated for each individual product within the Service for which the Customer has applied.
Article 9 (Service Usage Fee)
The usage fee and payment method for the Service shall be stipulated by each individual product page. The Company may revise the fees for the Service as necessary along with changes in taxes and public dues or fluctuations in economic conditions.
Article 10 (Late Payment Fee)
The Company may charge the Customer a late payment fee calculated at 14.6% p.a. on the amount due if the Company cannot confirm payment of the usage fee by the due date specified by the Company.
Article 11 (Prohibition of Transfer)
The Customer may not transfer, allow succession to, pledge as collateral, allow a third party to undertake, or otherwise dispose of its standing under the User Agreement, or its rights and obligations arising from the User Agreement, without the written approval of the Company.
Article 12 (The Service)
1. The Service is a communication service provided using the eSIM that can use communication services in the countries and regions separately presented by the Company. Due to its nature, some or all of the Service may not be provided normally depending on the communications device and SIM card used by the Customer for the Service.
2. The Customer must use the Service on its own responsibility and shall use the Service lawfully and solely for the Customer's own benefit.
3. The Customer must not use the Service with communication devices and SIM cards other than those recommended by the Company.
4. The communication line provided to the Customer is selected by the Company or the eSIM Provider. The Company and the eSIM Provider will endeavor to select a communication line to provide the optimum communications environment; however, given the complexity of the technology and communication services used for eSIM, the Company assumes no liability with respect to selection of the telecommunications carrier or communication line.
5. The government authorities of each country may request the Company to disclose the Customer's information based on the laws and regulations of each country when the Customer uses communications in foreign countries, and the Company may disclose all or part of the information obtained from the Customer in response to such a request. The Company assumes no liability for damages incurred by the Customer in connection with this paragraph; provided, however, that this does not apply if the Company is at fault.
Article 13 (Disclaimer)
1. If the Company presents the communication speed, etc. in the Service, the presented figures are the maximum values and the Company does not guarantee that the indicated communication speed, etc. will be provided in the use of individual services by the Customer.
2. The Company may take measures to stop communications provided through the Service when communications have become so congested that it is impossible to connect all communications, and a natural disaster, incident or other emergency situation has occurred or may occur, and the Company or the telecommunications carrier has deemed it necessary to prioritize: a) communications pertaining to matters necessary for disaster prevention or relief, securing transportation, communication or power supply, or maintaining order; or b) communications pertaining to matters of urgency for the public interest.
3. The Service may not be able to provide communications in places where radio waves are difficult to transmit, such as indoors, underground, in tunnels, behind buildings, mountainous areas, and at sea.
4. If the Customer's communication device is connected to a communication network by a method other than the one provided by the Company, the Customer may incur communication charges such as overseas data roaming charges from the telecommunications carrier, etc. that they have used, even during the period of use of the Service. The Company assumes no liability in this case; provided, however, that this does not apply if the Company is at fault.
Article 14 (Restriction of Communications)
1. The Company may restrict the Customer's communications for a period of time if the Customer meets the conditions for communications restriction stipulated in the User Agreement.
2. The Company assumes no liability for damages incurred by the Customer as a result of restrictions imposed based on the provisions of the preceding paragraph.
Article 15 (Prohibited Acts)
1. The Customer must not use the Service to engage in any of the following acts:
• Acts that infringe upon the intellectual property rights or other rights of others;
• Acts that infringe upon the property, privacy or portrait rights of others;
• Slander others and damage their honor or credibility;
• Transmit computer viruses or other harmful computer programs, or leave them in a state where others can receive them;
• Send advertising or solicitation e-mails, etc. without the consent of the recipient;
• Other acts that the Company deems are contrary to public order and morals or violate the rights of others;
• Access the facilities, equipment or devices of others without authorization;
• Other acts in violation of laws and regulations (not limited to Japan; including laws and regulations of countries or regions applicable to individual communications), or that are contrary to public order and morals, or that significantly infringe on the rights of others; and
• Any acts that the Company deems may correspond to each of the preceding items.
2. The Company may suspend or terminate the provision of the Service to the Customer at any time if the Company has deemed that the Customer's use of the Service corresponds, or may correspond, to any of the acts listed in each item of the preceding paragraph.
Article 16 (Change to the Contents of the Service)
The Company may change the Service usage fee and other service contents without the consent of the Customer. In this case, the Company shall notify the Customer of the revised service contents in the manner stipulated in Article 4, and the revised service contents shall come into effect thereafter (or if the Company has specified a separate time when the changes will come into effect, then that time specified by the Company). The Customer shall be deemed to have agreed to the revised service contents by using the Service after such changes have come into effect.
Article 17 (Service Interruption, etc.)
1. The Company may interrupt, suspend or discontinue provision of the Service under the following circumstances:
• When unavoidable due to maintenance or works on telecommunications facilities of the telecommunications carrier or the eSIM Provider, etc.
• When unavoidable due to failure, etc. of the telecommunications facilities of the telecommunications carrier or the eSIM Provider, etc.
• When it is difficult or may become difficult for the telecommunications facilities of the telecommunications carrier or the eSIM Provider, etc. to continue to provide service due to force majeure such as fire, power outage, natural disaster, etc.;
• When communications are restricted in the event of an emergency, etc.;
• When the Company cannot confirm the Customer’s payment of the Service usage fee and other obligations even after the due date has passed; or
• When the Customer is found to have made false statements in its application for the Service.
2. If the Company will interrupt, suspend or discontinue provision of the Service based on the provisions of the preceding paragraph, it will endeavor to notify the Customer of the date, etc. of the interruption, etc. in advance; provided, however, that this does not apply with respect to urgent and unavoidable interruption, etc.
Article 18 (Cancellation of the User Agreement)
1. The Company may cancel the User Agreement with immediate effect if any of the following circumstances have come to apply:
• The Customer has failed to pay its obligations under the User Agreement, or there is a clear risk of the same;
• The Customer has used the Service illegally or in a manner contrary to public order and morals, or there is a clear risk of the same;
• The Customer has used the Service in a manner that seriously interferes with the use of the services provided by the Company by direct or indirect users, or there is a clear risk of the same;
• The Customer has violated its obligations under these Terms;
• The Customer is the subject of a petition for bankruptcy, corporate reorganization, special liquidation, civil rehabilitation or other similar legal insolvency proceedings;
• Contracts relating to the Service that the Company has concluded with the telecommunications carrier or the eSIM Provider have been terminated in whole or in part;
• The Customer is found to be an Anti-Social Force or to be involved with an Anti-Social Force; or
• Other significant circumstances analogous to each of the preceding items have arisen that render it difficult to continue the User Agreement.
2. If the Company will cancel the User Agreement and discontinue provision of the Service based on the provisions of the preceding paragraph, it will endeavor to notify the Customer of the reason for the cancellation and the date of discontinuation in advance in the manner stipulated in Article 4; provided, however, that this does not apply when the Company has deemed that cancellation, etc. is urgent and unavoidable.
3. The Customer shall be liable for damages incurred by the Company as a result of cancellation of the User Agreement based on the provisions of paragraph 1.
Article 19 (The Company’s Liability for Damages)
1. Even if the Company is obliged to compensate the Customer for damages on the grounds of default liability, tort liability, non-conformity liability or any other cause of action, the Company assumes no liability to compensate special damages unless there is willful misconduct or gross negligence on the part of the Company.
2. The Company's liability for damages may be fulfilled by offsetting the equivalent amount of its claims related to the Service usage fee, etc. held against the Customer (regardless of the due date); provided, however, that this does not apply if the Company's liability is based on tort and the causative act was done with malice, or if the Company's liability pertains to damage to the life or body of the Customer.
Article 20 (The Customer’s Liability for Damages)
1. The Customer shall compensate the damages incurred by the Company due to circumstances attributable to the responsibility of the Customer in connection with the Customer's use of the Service.
2. If the Customer has caused damages to a third party or has become involved in a dispute with a third party in connection with the Customer's use of the Service, then the Customer shall resolve the situation on its own responsibility and at its own expense so as not to cause any liability to the Company; provided, however, that this does not apply if the Company is at fault. And if the Company is pursued for liability by another Customer or a third party even though there is no fault on the part of the Company, then the Customer shall resolve the situation on its own responsibility and at its own expense, indemnify the Company from all liability and reimburse any expenditure of the Company.
Article 21 (Re-Entrustment)
The Company may re-entrust part of the work necessary to provide the Service to a third party, and the Customer shall consent to this in advance.
Article 22 (Duty of Confidentiality)
The Customer shall retain in confidence any non-public information disclosed by the Company in connection with the Service that the Company seeks to keep confidential, except with the Company's prior written consent.
Article 23 (Personal Information Protection Policy)
The Company shall handle personal information in accordance with the privacy policy established by the Company. And the Company may entrust the Customer's personal information to the telecommunications carrier and the eSIM Provider within the scope necessary for the provision of the Service and matters incidental thereto.
Article 24 (Governing Law and Jurisdiction)
These Terms shall be governed by the laws of Japan. And the Tokyo District Court shall have the exclusive jurisdiction as the court of first instance over these Terms or any disputes arising in connection therewith.
Supplementary provision
1. These Terms shall have effect from July 20th, 2023.