The following is an English translation of the Terms (as defined below; hereinafter the same). This translation is provided for general reference purposes only and is not binding. The Japanese version of the Terms governs the relationship between the parties and shall be controlling in all respects.

Autify’s Terms of Service


Autify’s Terms of Service (these “Terms”) set forth the terms and conditions concerning the provision of the Services (as defined below) and establishes the rights and obligations between you and Autify, Inc. (a corporation incorporated in Japan) (“Autify”, “we” or “us”). You must read the entire text carefully and agree with these Terms before proceeding to use the Services.

These terms are applicable to you if you are a resident of Japan or a company or entity incorporated in Japan. If you are a non-resident of Japan or a company or entity incorporated outside of Japan, the English version of the terms of services (Autify’s Terms of Service) will apply to you.

1. Purpose and Application

  1. Through these Terms, we aim to build a long-term transactional relationship between you and us by establishing the basic rights and obligations pertaining to the Services between you and us.
  2. These Terms shall be applied to any and all matters between you and us which are in relation to the Services.
  3. The provisions in these Terms prevail over any other agreements between you and us or any other explanations concerning the Services we provide to you, unless there is a written agreement (including any agreement made through an electronic medium; the same shall apply hereunder) between you and us that clearly states that such other agreement or explanation prevails over these Terms.

2. Definitions

The following terms used in these Terms shall have the meaning set forth in each of the following items:

  1. Member” or “you” means any individual, corporation, or entity who has registered to use our Services in accordance with Clause 3 (Registration and Execution of the Service Agreement).
  2. Services” means (i) the service named “Autify” (in the event the name is changed for any reason, the equivalent service provided under the new name) that is provided in the form of a software, which streamlines and optimizes system developments, tests, and supportive tasks for companies, and (ii) other services pertaining thereto. We may add, change, or delete the contents or functions of the Services from time to time. The Services will be provided in Japanese.
  3. Service Agreement” means the agreement between you and us regarding the use of the Services, which is based on these Terms and the Application as stipulated in Clause 3(3).
  4. Application” means either the information you fill in and send to us or the act of sending such information in order to commence the use of the Services.
  5. IP Right(s)” means copyright, patent right, utility model right, design right, trademark right, and any other intellectual rights (including the right to acquire or apply for registration of such IP Rights).
  6. User Information” means any of the following information:
    1. information sent to us by you in relation to the use of the Services (including, but not limited to, your name, email address, company information, employee information, information necessary to output corporate forms, such as documents, and other data);
    2. information created in relation to the use of the Services, such as usage records of the Services;
    3. information obtained as a result of using the Services.

3. Registration and Execution of the Service Agreement

  1. Those who wish to use the Services may apply to register for its use by agreeing to comply with these Terms and providing, in the way instructed by us, certain information designated by us (the “Registry Information”).
  2. If we decide to register the registration applicant (the “Registration Applicant”), we will complete such registration and notify such Registration Applicant.
  3. The Service Agreement shall become be deemed effective when we send the notification set forth in the preceding paragraph to the Registration Applicant. From this point forward, you may use our Services in accordance with the Service Agreement.
  4. We may refuse to register or re-register a Registration Applicant without disclosing the reasons if such Registration Applicant falls under any of the following items:
    1. all or part of the Registry Information is false, incorrect, or insufficient;
    2. we determine that the Registration Applicant runs or supports running a website or service that is either similar to or competitive with the Services;
    3. we determine that the Registration Applicant has breached an agreement with us in the past or is in a relationship with anyone who has done the same;
    4. the Registration Applicant has been subject to any measure set forth in Clause 13 (Cancellation of Registration);
    5. we determine that such registration shall be in breach of any of the items in Clause 22(1) (Elimination of Antisocial Forces);
    6. the Registration Applicant is a minor, adult ward, person under curatorship, or person under assistance and has not received consent from his/her statutory agent, guardian, curator, or assistant;
    7. the Registration Applicant provides websites or services that include expressions we find to be inappropriate as for being violent, sexual, or otherwise against public policy; or
    8. we otherwise determine that such registration is inappropriate.

4. Change in Your Registry Information

If any change occurs in your Registry Information, you shall promptly notify us of such change in the way we instruct you.

5. Management of Your Password and User ID

  1. You shall manage and store your password and user ID for the Services appropriately, at your own responsibility. You may not rent, sell, transfer or otherwise allow a third party to use your user ID and password.
  2. You become fully responsible for, and thus we shall not be liable for, any damage caused by your password or user ID for the Services being used by anyone other than you; provided, however, that this shall not apply if such damage is due to reasons attributable to us.

6. Prohibitions

Upon using the Services, you may not conduct acts that fall under any of the following items:

  1. Breach of applicable laws or the Service Agreement;
  2. Acts related to criminal acts or otherwise against public policy;
  3. Infringement of the IP Rights, portrait rights, rights to privacy, reputation, or other rights or interests of Autify, any Member, other users of our Services, or any third party;
  4. Sending us or causing us to acknowledge through our Services any information that:
    1. includes extremely violent or cruel expressions;
    2. includes any computer virus or other harmful programs;
    3. includes any expression that may defame or discredit Autify, any Member, other users of the Services, or any third party;
    4. includes extremely lewd expressions;
    5. includes expressions that promote discrimination;
    6. includes expressions that encourage suicide or self-injurious behavior;
    7. includes expressions that promote the inappropriate use of drugs;
    8. includes antisocial expressions;
    9. requests to spread such information to third parties such as chain mails;
    10. includes offending expressions.
  5. Acts that may interfere with the operation of our Services (including, but not limited to, acts that place a disproportionate burden on the network or system of our Services, unauthorized access, and sales activities);
  6. Using someone else’s user ID or password;
  7. The same person registering more than one Member even though it is not necessary;
  8. Collecting information of Members or other users of our Services;
  9. Acts that cause disadvantage, damage, or discomfort to Autify, any Member, other users of our Service, or any third party;
  10. Acts that directly or indirectly induce or facilitate any of the acts referred to in the preceding items; or
  11. Any other acts that we deem inappropriate.

7. Your Responsibilities

It is your responsibility to prepare an appropriate work environment that is required to use our Services (including, but not limited to, internet access, hardware, such as personal computers, and software, such as web-browsers) at your own expense and thus we are not responsible for preparing such environment.

8. Service Fees and Payment Method

  1. The service fees for our Services shall be as separately determined by Autify. Autify may change its service fees at any time in its sole discretion. Any changes to service fees will apply to all new Service Agreements and orders and renewals of previously executed Service Agreements and orders.
  2. You shall pay the service fees applicable to your plan prescribed in the Service Agreement by the payment due date set forth in the invoice (including those issued through an electronic medium) we provide to you (or in the case such payment is made by credit card, on the date separately designated by us) using the payment method separately designated by us. You are required to bear bank charges and any other fees incidental to paying the service fees.
  3. In the event any changes are made to the Service Agreement during its effective term (including when adding certain services, functions, or optional services), the modified service fees shall be charged from the first day of the month such change is made.
  4. In the case of the preceding paragraph, we will issue you invoice(s), at our own discretion, in either (a) one lump sum payment, or (b) in equal monthly installments until the end of the contract term with invoices for each monthly installment to be issued each month. You shall pay service fees in accordance with the invoice(s) issued by us pursuant to this paragraph.
  5. All fees are non-refundable and payable in Japanese yen or US dollars. You shall also pay all national and local consumption taxes and other taxes, tariffs and duties of any type applicable to the service fees. Any payments not made by the applicable due date shall incur late charges at 14.6% per annum

9. Ownership of Rights

  1. Any and all ownership and IP Rights pertaining to our Services including all related materials, outputs and executables (IP Rights pertaining to our Services shall be referred as “Services-Related IP Rights” hereunder) shall belong to either Autify or those who grant licenses to Autify. The license to use our Services granted to you under the Service Agreement does not give you the Services-Related IP Rights or any rights to assign or license the Services-Related IP Rights, or transfer or license any other rights whatsoever, except for those expressly permitted by the Service Agreement.
  2. You retain ownership of any and all rights pertaining to your User Information.
  3. You are solely responsible for ensuring that you have any and all other third party rights and licenses necessary for you to use the Services.
  4. You may not:
    1. copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Services or any content appearing therein except as may be permitted by applicable law;
    2. remove any copyright, trademark or other proprietary notices from any portion of the Services;
    3. sell or resell, license, distribute, leases, transfer, publicly display or perform, stream, transmit, broadcast or otherwise exploit the Services except as expressly permitted by Autify in these Terms;
    4. link, frame or mirror any portion of the Services;
    5. interfere with or violate any third party or other user’s right to privacy or other rights, including copyrights and any other intellectual property rights of others;
    6. harvest or collect personal information about other users of the Services or engage in any scraping, indexing, surveying or other data mining of the Services;
    7. interfere with or disrupt the operation and/or functionality of the Services or attempt to gain unauthorized access to or impair any aspect of the Services or its associated systems or networks;
    8. use the Services for any illegal, immoral or unauthorized purpose; or
    9. use the Service for non-personal or commercial purposes without Autify’s express prior written agreement.

10. Use of User Information

  1. Upon using our Services, you are deemed to have agreed that we will handle your User Information in accordance with our Privacy Policy.
  2. You give us a worldwide, free of charge and indefinite license to use your User Information. This license continues even after the Service Agreement is terminated. We shall use your User Information for the limited purpose of upgrading and improving the quality, function, and performance of our Services. We shall remove any content of your User Information if you ask us to do so with just reason.
  3. You represent and warrant that you have full capacity and necessary rights to perform data registrations or otherwise submit any User Information to us and that such User Information does not infringe upon any rights of third parties.
  4. Notwithstanding the provisions of each of the preceding paragraphs, we may indicate a Member’s name, logo, service mark, trademark, or other brands of such Member related thereto on our website or in marketing materials we distribute to the public, provided that we receive prior approval from such Member. You give us a worldwide, free of charge and indefinite license to use your name, logo, service mark, trademark, or other brands of yours related thereto to the extent necessary for such indication. In addition, we may request you to cooperate in our sales promotion activities to a commercially reasonable extent.

11. Customer Support

  1. Autify, its employees, and third parties, such as Autify’s subcontractors who bear confidentiality obligations may, to the extent necessary to properly provide you the Services and deal with defects or troubles in the Services, use your User Information to check and use the services and websites you provide without giving you prior notice or receiving your prior consent. Information obtained through checking and using your services and websites as set forth in this Clause may be used by us as User Information pursuant to Clause 10 (Use of User Information).
  2. We will provide customer support (“Support”) in accordance with the Service Agreement. The scope and hours of Support are set forth in the Basic Support Information of Autify’s Help Center.                                         Autify for Web:                             Autify for Mobile:
  3. Notwithstanding the provisions of the preceding paragraph, we shall not be obliged to provide any Support for any of the following items. Expenses for such items shall be separately charged to you by Autify and you shall pay such expenses as requested:
    1. support concerning the specifications or use of any services that are provided by third parties in order to use our Services;
    2. support concerning the specifications or use of any services or software maintained by a Member;
    3. handling or operating tasks on your behalf when you use our Services.

12. Contract Term of the Services and its Automatic Renewal

  1. The contract term of the Services shall be separately selected by you and approved by us after you complete your registration through the Application and enter into each Service Agreement.
  2. Unless we or you otherwise indicate our/your intention to the other party at least two (2) weeks prior to the expiration of the contract term of each Service Agreement in a manner prescribed by us, to the extent permitted by law the contract term of each Service Agreement shall be automatically renewed on the same terms and conditions as those of the previously-executed  Service Agreement; provided, however, that the service fees for renewal terms shall be Autify’s then-current list prices and not any discounted or promotional pricing which may have applied prior to the renewal
  3. automatically renewed on the same terms and conditions as those of the Service Agreement, including the service fees, and the same shall apply thereafter.

13. Cancellation of Registration

  1. We may, without providing you prior notification or demand, remove any of your User Information, suspend providing you with our Services, deregister you, or terminate the Service Agreement with you if you fall under any of the following items:
    1. you breach any provision of the Service Agreement;
    2. we find there is any false information in your Registry Information;
    3. you do not respond to us within fourteen (14) calendar days after we contact you for your response via a reasonable communication channel, such as email, phone, or chat applications;
    4. you fall within any item of Clause 3(4) (Registration and Execution of the Service Agreement), Clause 14(1) or (2) (Cancellation of the Agreement and Withdrawal from Membership), or Clause 22(1) (Elimination of Antisocial Forces);
    5. you become insolvent, or subject to a disposition for suspension of payments, or a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or any other similar proceedings; or
    6. we decide that it is not appropriate to allow you to use our Services or to have you as a Member.
  2. We shall not be responsible for recovering any damage you incur by our action taken in accordance with this Clause.

14. Termination of the Agreement and Withdrawal from Membership

  1. We may terminate our Services without prior notice to you if we determine that you have breached any provisions of Clause 6 (Prohibitions) or Clause 22 (Elimination of Antisocial Forces).
  2. Either the Member or Autify may terminate the Service Agreement without prior notice to the other party, if the other party falls under any of the followings:
    1. the other party breaches the Service Agreement, and,fails to cure such breach within thirty (30) days (or, in the event of non-payment by you,  if you fail to pay within ten (10) days of the due date)
    2. the other party is subject to attachment, provisional attachment, provisional disposition, auction, compulsory execution or disposition for failure to pay taxes;
    3. the other party files for, or is subject to the filing of, bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings;
    4. the other party suspends payment of its debt to any third party;
    5. the other party dishonors any promissory note, bill of exchange or check drawn by either party even once;
    6. any event similar to the events set forth in the items (b) through (e) that impairs either party’s credibility occurs;
    7. the other party is subject to suspension or cancellation of licenses/approvals necessary for its business operations by a competent authority;
    8. the other party resolves to dissolve or sell all or a material portion of its business;
    9. an event arising through which it becomes difficult for the other party to perform any of its obligations under the Service Agreement;
    10. the other party engages in any acts breaching any provisions of Clause 22(1) or (2), or otherwise contrary to the public policy; or
    11. a material event renders it difficult for the other party to comply these Terms, the content of the Application or matters regarding the use of our Services agreed between you and Autify.
  3. Even during your use of our Services, you can terminate all or a part of the Service Agreement at any time by giving us two (2) weeks’ prior written notice.
  4. In the event of the termination of the Service Agreement, your obligations to us, including payment of any service fees for Services performed, will automatically accelerate and shall be immediately and completely performed. Further, we will not, in any event, return any service fees received from you. Moreover, you will be required to pay, by the end of the month following the month of termination, the full amount of the balance due for the service fees for the full Contract Term immediately before the termination.
  5. The party who terminates the Service Agreement in accordance with Clause 14(1) or (2) may bring a claim against the other party for damages under default or any other legal basis.
  6. The handling of User Information after the expiry or termination of the Service Agreement will be in accordance with Clause 10 (Use of User Information).

15. Modifying / Terminating Services

  1. We may suspend or interrupt the provision of all or part of the Services without prior notice to you if:
    1. it becomes reasonably necessary to inspect or maintain the computer systems related to the Services;
    2. computer or communication lines are suspended for reasons not attributable to us;
    3. the operation of the Service becomes impossible due to a Force Majeure Event; or
    4. there is any other event that we deem it necessary to suspend or discontinue the Services.
  2. We may amend the details of our Services at our sole discretion, and we may suspend or stop any Service altogether. In the event that we decide we stop providing our Services, we shall give you a prior notice.
  3. We shall not be responsible for any damages you may incur by any act we take under Clause 15(1) or (2).
  4. Except for the cases in Clause 15(1) and (2), if the Services are suspended due to a reason attributable to our willful misconduct or negligence, we shall refund all or part of the service fee for the relevant month based on consultation between you and us.

16. No Warranties for Services / Indemnification

  1. We provide no warranty that the Services will be fit for your specific purpose, have the expected functions, commercial value, accuracy and usefulness, that the use of the Services by you will be in conformity with laws and regulations or the internal rules, etc. of industry associations applicable to you, and that the Services will not be defective.
  2. We shall not be responsible for recovering any damage you incur in relation to any incorrect code or data you submit to us.
  3. We shall not be responsible for any damage incurred by you in connection with a service of any third party used by us or you in connection with the operation and use of the Services.
  4. If you use a service provided by a third party in using the Services, you shall, at your own cost and responsibility, comply with the terms of use of such external service and handle and settle any transactions, communications, disputes, etc. arising from the use of such service, and Autify shall not be responsible for such matters.
  5. We shall not be responsible for any suspension, stoppage or termination, inability to use, or change in our provision of the Services, any removal or loss of User Information, cancellation of membership, and for data other than User Information lost, damage to or breakage of hardware, or any other damage incurred by you in relation to our Services.
  6. If we are liable for damages to you in relation to the Services by reason of the application of the Consumer Contract Act or any other reason, regardless of any provisions releasing us from liability for damages, our liability for damages shall be limited to the damages directly and actually incurred by you from the event for which our liability for damages has arisen, and shall be capped at the maximum amount of the aggregate monthly service fees for the Services actually received from you during the past one (1) year period retroactively from the time when such event occurred.

17. Confidentiality

  1. For the purpose of these Terms, “Confidential Information” means any information disclosed to us or you by the other party in connection with the Services, either in writing or orally, except for information that is specified as not being Confidential Information by the disclosing party at the time of disclosure (hereinafter, the person who provides or discloses such information shall be referred to as the “Disclosing Party”, and the person who receives such provided or disclosed information from the Disclosing Party shall be referred to as the “Receiving Party”). Confidential Information also includes the information set forth in this paragraph that has been disclosed prior to the execution of the Service Agreement. Provided, however, that the following information shall be excluded from Confidential Information:
    1. information that is in the public domain or the Receiving Party possesses at the time of disclosure;
    2. information that enters the public domain without fault of the Receiving Party after disclosure;
    3. information that the Receiving Party receives from a third party without confidentiality obligations; and
    4. information that the Receiving Party independently develops without referring to the Confidential Information.
  2. The Receiving Party shall use the Confidential Information only for the Services, and if the Confidential Information is software, the Receiving Party shall not disassemble, decompile, reverse engineer or otherwise analyze the source code of such software, or take any action that may lead to such analysis.
  3. The Receiving Party shall not provide, disclose or divulge Confidential Information to any third party without the written consent of the Disclosing Party, and shall keep Confidential Information clearly separated from other information with the care of a good manager. However, the provisions of Clause 10 (Use of User Information) shall supersede the provisions of this Clause.
  4. If Confidential Information is leaked due to reasons attributable to the Receiving Party, the Receiving Party shall immediately contact the Disclosing Party and receive instructions from the Disclosing Party. In such case, the Receiving Party shall take all measures deemed reasonably necessary to regain possession of the Confidential Information and prevent its further unauthorized use or, at the request of the Disclosing Party, cooperate with any measures taken by the Disclosing Party.
  5. Notwithstanding the provisions of this Clause, the Receiving Party may disclose the Confidential Information only to its officers, employees or contractors, and its attorneys, certified public accountants, tax accountants and other outside experts who assume legal confidentiality obligations (the “Receiving Party’s Officers and Employees”) and only to the extent necessary to perform its rights or obligations under the Service Agreement. However, at the time of disclosure, the Receiving Party shall clearly indicate to the Receiving Party’s Officers and Employees that such information is Confidential Information, and cause the Receiving Party’s Officers and Employees to assume the same obligations as those assumed by the Receiving Party under the Service Agreement. At the time of retirement or termination of outsourcing of such Receiving Party’s Officers and Employees, the Receiving Party shall execute an agreement with such Receiving Party’s Officers and Employees to the effect that such Receiving Party’s Officers and Employees shall continue to assume such confidentiality obligations even after their retirement or termination of outsourcing. Any breach by such Receiving Party’s Officers and Employees of their obligations under this item shall be deemed to be a breach of the Service Agreement by the Receiving Party, and the Receiving Party shall be fully liable for any such breach.
  6. Notwithstanding the provisions of this Clause, the Receiving Party may disclose Confidential Information pursuant to any law, order, demand or request of a court or governmental agency to the extent that such disclosure is compelled by such order, demand or request. However, in the event of any such order, demand or request, the Receiving Party must promptly notify the Disclosing Party thereof and provide cooperation necessary for the Disclosing Party to lawfully avoid or minimize the disclosure of the Confidential Information.
  7. If the Receiving Party intends to reproduce any document containing Confidential Information, it shall obtain the prior written consent of the Disclosing Party. Such copies shall also be included in the Confidential Information.
  8. The ownership and IP Rights in the Confidential Information belong to the Disclosing Party, and the disclosure of the Confidential Information does not transfer any rights to the Receiving Party, nor does it entail the grant of any license with respect thereto. However, if the Receiving Party makes any invention, device, creation of design, creation of written material, etc. based on the Confidential Information, and any IP Rights (“New IP Rights,” including the right to obtain a patent in the case of an invention and the right to obtain registration in the case of creation of a device and design) arises as a result of such invention, device, creation of design, creation of written material, etc., the Receiving Party shall immediately notify the Disclosing Party to that effect, and the Receiving Party and the Disclosing Party shall determine the ownership, handling and other necessary matters of the New IP Rights through separate consultation. Until a decision is made through such consultation, the Receiving Party may not apply for or register the New IP Rights without the prior written consent of the Disclosing Party, may not perform the use of the New IP Rights by itself, and may not license the use thereof to any third party.
  9. At the time of termination of the agreement relating to the Services or whenever requested by the Disclosing Party, the Receiving Party must return or dispose of all documents containing the Confidential Information without delay in accordance with the instructions of the Disclosing Party.

18. Force Majeure

Neither party shall be liable to the other for any failure or delay in the performance of its obligations under the Service Agreement due to causes beyond its reasonable control (including, but not limited to, natural disasters, war (with or without declaration of war), riots, terrorism, serious illnesses, the enactment, amendment or repeal of laws, regulations or rules, acts of governments or governmental agencies, orders issued by public authorities, labor disputes, and system malfunctions that we are unable to reasonably anticipate or avoid; “Force Majeure Event”). However, this shall not apply to your obligation to pay the service fee.

19. Change of these Terms

  1. We may, at our own discretion, modify these Terms or any additional rules or provisions regarding the Service (our “Rules”), and if our Rules are changed, we will notify you of the details thereof.
  2. You will be deemed to have agreed to such changes to Autify Provisions if you continue using our Services or you do not take the necessary process to remove your account within a certain period of time determined by Autify, after our notification of the changed details of Autify Provisions according to the preceding paragraph.

20. Notices

  1. Notices from Autify to you shall, in principle, be made by e-mail to your e-mail address registered at Autify (“Registered E-Mail Address”). You must correctly maintain the Registered E-Mail Address in order to receive notices from us. If you become unable to receive notices from us for any reason, you must promptly change or give notice of your Registered E-Mail Address in a manner designated by Autify. In no event shall we be liable for any damages incurred by you due to failure to receive any notice from us.
  2. Notices from you to Autify must be made in the manner prescribed by Autify.

21. Transfer of Contractual Status

  1. You may not transfer, assign, sell, set collateral or otherwise dispose of your contractual status, rights and obligations under the Service Agreement without our prior written consent. However, you may transfer your status under the Service Agreement in the case of organizational restructuring such as a merger, company split or business transfer, and the terms and conditions of the Service Agreement after the transfer shall be determined through consultation between the transferee and Autify.
  2. Autify may transfer its contractual status, rights and obligations under the Service Agreement and User Information to the transferee in relation to transfer of the business pertaining to the Services to other entities, and you are deemed to have given your prior consent to such transfer under this paragraph. The business transfer set forth in this paragraph includes not only a normal business transfer but also a company split or any other case where the business is transferred.

22. Elimination of Antisocial Forces

  1. Autify and the Member shall represent and warrant to not fall under any of the following items, and to not do so in the future:
    1. it or any of its officers is an organized crime group, a member of an organized crime group, a person for whom five (5) years have not elapsed since they ceased to be a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a rogue person or group proclaiming itself as a social activist, etc., an organized special intellectual crime group, etc., or a person equivalent to any of the above (collectively, “Antisocial Forces”);
    2. it has a relationship with Antisocial Forces such that it is deemed that Anti-social Forces have control over its management;
    3. it has such a relationship with Antisocial Forces wherein it is deemed that Antisocial Forces are substantially involved in its management;
    4. it has a relationship to Antisocial Forces in a way which shows that it uses the Antisocial Forces, such as for the purpose of unfairly benefiting itself or a third party or causing damage to a third party;
    5. it has a relationship where it is found to provide funds or other benefits to Antisocial Forces; or
    6. its officer or a person substantially involved in the management of the party has a socially reprehensible relationship with Antisocial Forces.
  2. Autify and the Member shall warrant that it will not conduct, or cause a third party to conduct, any act that falls under any one of the following items:
    1. making violent demands;
    2. making an unreasonable demand beyond legal responsibility;
    3. using intimidation or violence in relation to transactions;
    4. damaging the other party’s credit or obstructing the other party’s business by spreading false rumors or using fraudulent means or force; or
    5. other acts equivalent to the above items.

23. Surviving Provisions

The provisions of Clauses 9 (Ownership of Rights), 10 (Use of User Information), 14 (Termination of the Agreement and Withdrawal from Membership), 16(No Warranties for Services / Indemnification), 21(Transfer of Contractual Status), and 23 through 25 (Governing Law and Jurisdiction) shall survive the termination of the Service Agreement (regardless of the reason for such termination; the same shall apply hereinafter). The provisions of Clause 17 (Confidentiality) shall be effective for three (3) years after the termination of the Service Agreement.

24. Entire Agreement and Severability

The Service Agreement together with all the terms and documents referred to in these Terms constitute the entire agreement between you and Autify related to the Services and they supersede all prior or contemporaneous communications, agreements, and proposals, whether electronic, oral or written, between you and Autify related to the Services in their current or any prior form. If it is found by laws or regulations or a court having jurisdiction that a particular provision in the Service Agreement is void or not enforceable, the remainder will remain in full force and effect.

25. Governing Law and Jurisdiction

  1. The governing law of the Service Agreement shall be the laws of Japan.
  2. Autify and the Member shall seek to resolve any disputes arising from or in connection with the Service Agreement through good faith discussions. Any disputes that cannot be resolved through such discussions shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.