Terms of Use

These Terms of Use (the "Terms of Use") set forth the terms and conditions for the provision of UI SCAN provided by BLUE Inc. ("we", "our" of "us") (including the services after the change of the name for any reason; "UI SCAN ") and other services incidental to the Services (collectively the "UI SCAN, etc. ") and the rights and obligations between us and the user.

The Terms of Use shall apply to the use of UI SCAN by the user. The user shall be deemed to agree upon the Terms of Use when the user uses UI SCAN. Please read the Terms of Use carefully before use.

Article 1     Definitions

The terms listed in the following items shall be defined as set forth in the respective items.

1. "User" shall mean a company or organization that has approved the Terms of Use and applied for the use of UI SCAN in accordance with the procedures set forth by us, and a person who has been granted the use of UI SCAN by us.

2. "Web Site" means the web site on which we operate whose domain is "ui-scan.com" (including the web site after such domain change for any reason).

3. "User Information" means the information entered by the User in the process of using the Service and recorded on the server managed by us.

Article 2     Purpose and Application

1. The Terms of Use is intended to set forth the terms and conditions for the provision of the Service and the relationship of rights and obligations between the User and us with respect to the use of the Service, and shall apply to any and all relationships relating to the use of the Service between the User and us.

2. We may provide any rule including the rule for the use of the Service (the "Individual Provisions") in addition to the Terms of Use. The Individual Provisions shall form part of the Terms of Use regardless of their name.

3. In the event of any difference between the contents of the Terms of Use, and the contents of any other agreement between us and the User or any explanation other than the Terms of Use by us concerning UI SCAN, etc. or the Individual Provisions, etc., the provision of the Terms of Use shall prevail excluding the event that there is an agreement in writing (including electromagnetic records; hereinafter the same shall apply in the Terms of Use) which expressly states that such explanation and/or the Individual Provisions shall prevail over the Terms of Use.

Article 3     Registration of Use

1. A person who wishes to use the Service shall apply for the registration of use according to the procedures set forth by us, and the registration of use shall be completed when we approve it.

    

2.  In the event that we determine that the applicant for the Registration of use the following items, we may not approve the application for the registration of use and shall not be obligated to disclose any of the reasons:
   a. The event that a false matter is notified at the time of the application for the registration of use; 
   b. The event that a person who has violated the Terms of Use applies the registration of use; or 
   c. Other events that we judge the registration of use to be inappropriate.

Article 4     Fee for Use and Payment Method

1. The fee for use of UI SCAN shall be separately set forth by us.

2. The User (excluding user who      does not have a fee-based contract) shall pay the fee for use of UI SCAN by the due date specified by us pursuant to the payment method separately designated by us such as bank transfer. The remittance cost for the payment through the bank transfer method shall be borne by the User.

3. In the event that the User (excluding      users who have not had a fee-based contract) fails to pay the fee for use of the Service by the due date, the User shall pay the amount calculated at the rate of 14.6% per annum as delay damages for the period from the day following the due date to the day when the payment is completed.

4. We shall not refund the fee for use paid by the User (excluding users who have not      have a fee-based contract)      except in the event of our willful misconduct or gross negligence.

Article 5     Accounts and Passwords

Article 6     Prohibitions

Users shall not engage in any of the following acts when using UI SCAN.

1. Acts in violation of laws and regulations or public policies; 

2. Acts related to criminal acts; 

3. Acts that infringe on copyrights, trademark rights, and other intellectual property rights included in UI SCAN such as the contents of UI SCAN; 

4. Commercial use of information obtained through UI SCAN; 

5. The act of destroying or interfering with the functions of our servers or networks; 

6. Acts threatened to interfere with the operation of our services; 

7. Acts to collect or accumulate personal information, etc. concerning other users; 

8. Acts impersonate other users; 

9. Acts to provide benefits directly or indirectly to anti-social forces with respect to our services; and 

10. Other acts that we consider inappropriate.

Article 7     Suspension of Provision, etc. of UI SCAN

We may discontinue or suspend the provision of UI SCAN in whole or in part without prior notice to the User in the event that we determine that any of the following grounds exist:

1. The event that we conduct performing maintenance, inspection, or updating of the computer system for UI SCAN; 

2. The event that provision of UI SCAN has become difficult due to force majeure such as an earthquake, lightning strike, fire, power failure, or natural disaster; 

3. The event that the computer or communication line, etc. has been stopped due to an accident; and

4. Otherwise, the event that we determine that the provision of UI SCAN is difficult.

We shall not, for any reason whatsoever, be liable for any disadvantage or damage of any kind whatsoever suffered by the User or any third party due to the discontinuance or suspension of the provision of UI SCAN.

Article 8     Restriction of Use and Deletion of Registration

1. We may, without prior notice, restrict the use of UI SCAN, in whole or in part, or cancel the registration as a user for any user who falls under any of the following events:

   a.    The event that the User breaches any of the provisions of the Terms of Use; 

   b.    The event that all or a part of the contents of the user registration are false; 

   c.    The event that the User fails to provide User Information in response to our request; 

   d.    The event that the User fails to comply the prohibition provision(s); 

   e.    The event that we acknowledge that there is a doubt about the payment of the User's fee for use; 

   f.    The event that a credit company cancels the payment of fee for use by the User; 

   g.    The event that the User suspends payment or become insolvent, or files or filed the petition for commencement of bankruptcy procedure, civil rehabilitation procedure, special liquidation, or similar procedure; 

   h.    The event that the User has not used UI SCAN for six (6) months or longer; 

   i.    The event that no response is received for more than thirty (30) days in response to inquiries or other requests for response from us; and

   j.    Otherwise, the event that the continuation of the use of UI SCAN is deemed inappropriate by us.

2.  In the event of the preceding paragraph, the User shall lose the benefit of time with respect to any and all debts to us without any notice from us and shall immediately pay all debts in a lump sum.

3. We shall not be responsible for any damage suffered by the User due to the suspension of use of UI SCAN or the deletion of the account.

Article 9     Withdrawal from Membership

1. The User may withdraw from UI SCAN and cancel his/her registration as a user pursuant to the procedures for withdrawal set forth by us.

2. Upon withdrawal from UI SCAN, the User shall lose all rights with respect to the User's account used for UI SCAN, and we shall not be responsible for any damage to the User arising from such loss of rights.

3. In the event of a withdrawal from UI SCAN, if there is any liability owed to us by the User, the User shall naturally lose the benefit of time for any and all debts to us and shall immediately pay all debts.

4. The handling of User Information after withdrawal shall be in accordance with the provisions of Article 15. 

Article 10     Change or Termination of the Contents of UI SCAN

1. We may change the contents of UI SCAN or terminate the provision thereof at our convenience.

2. In the event that we change the contents of UI SCAN or terminate the provision of UI SCAN, we shall notify the User in advance.

3. We shall not be responsible for any damage caused to the User by changing the contents of UI SCAN or by discontinuing the provision of UI SCAN.

Article 11     Disclaimer of Warranties

1. We shall be exempted from liability for default in the event that such default is not caused by our willful misconduct or gross negligence.

2. Even though we assume liability for some reason, we shall be liable to compensate only within the scope of damage that may normally occur, and within the scope of the amount of the fee for use (in the event of continuous service, the amount equivalent to the fee for one (1) month) in case of paid services.

3. We shall not warrant that: UI SCAN conform to the specific purpose of the User; UI SCAN have the expected functions, product value, accuracy, and usefulness; the User's use of UI SCAN complies with the laws and regulations or the internal rules of industry associations applicable to the User; or UI SCAN do not malfunction.

4. In the event of any damage to the user due to a mistake in the data entered by the User, we shall not be liable for such damage.

5. UI SCAN may cooperate with external services. We shall not warrant such cooperation and shall not be responsible for any accidents even though UI SCAN is unable to cooperate with external services.

6. In the event that UI SCAN cooperates with external services, the User shall comply with the terms of use for such external services at his/her own expense and on his/her own responsibility. In the event of a dispute between the User and an external business operator operating such external services, we shall not be responsible for such dispute.

7. The User shall investigate whether the use of UI SCAN, etc. violates the laws and regulations or the internal rules of industry associations applicable to the User based on his/her own responsibility and expenses. We shall not warrant that the use of UI SCAN, etc. by the User complies with the laws and regulations or the internal rules of industry associations applicable to the User.

8. Any transactions, communications or disputes arising between the User and the third party such as other user(s) or outside business operator(s) with respect to UI SCAN, etc. or Web Site shall be handled and resolved at the User's own responsibility, and we shall not be responsible for any such matters.

9. We shall not be liable for any damage incurred by the User with respect to UI SCAN, etc. such as suspension, discontinuance or termination of the provision of UI SCAN, etc., unavailability or change of UI SCAN, etc., deletion or loss of the User's message or information, cancellation of the User's registration, and loss of data or equipment damage due to the use of UI SCAN, etc.

10. Even though any link is provided from the Web Site to other websites or from other websites to the Web Site, We shall not be liable for any reason whatsoever with respect to any websites other than the Web Site and the information obtained therefrom.

11. The determination of implementation completion by the Service only enhances the work efficiency of the User and such determination shall not warrant 100% accuracy of implementation completion. Notwithstanding we increase the accuracy of the determination of implementation completion by UI SCAN on a daily basis, the final determination of whether or not the implementation has been completed shall be only based on the User's own eyes and judgment. Even though there is a determination error of implementation completion by UI SCAN, we shall not be liable for any damage caused to the User due to such error.

Article 12     Amendment of Terms of Use

1. We may amend the Terms of Use at any time without any notice to the User in the event that we deem it necessary.

2. In the event of any amendment to the Terms of Use, we shall notify the User of such contents of the amendment in advance.

3. In the event the User uses UI SCAN or does not follow the procedures necessary to terminate the use of UI SCAN within the period set forth by us after notification of the contents of the amendment pursuant to the preceding paragraph, the User shall be deemed to have agreed to the Terms of Use after the amendment.

4. The User shall check the latest Terms of Use whenever using the site, etc.

Article 13     Cooperation with External Services

1. The User may be required to permit us to access the data of external services when logging in using the linkage function with external services, and the User may use such linkage function only in the event that the User grants such permission to us.

2. The User shall comply with the provisions of each agreement stipulated by the operator of external services with respect to the use of such external services.

3. The User shall use the external service at his/her own responsibility, and we shall not be responsible for any damage caused by the use of such service, any trouble with the operator or other users, etc. of such service, or any other matters related to such service.

Article 14     Notification and Communication

Any notice or communication between the User and we shall be given in writing or by e-mail or in any other manner deemed appropriate by us.

Article 15     No Assignment

The User shall not assign or pledge as security any rights or obligations under the Terms of Use, in whole or in part, to any third party without our prior written consent.

Article 16     Handling of Personal Information

1. We shall appropriately handle the information related to the User such as name, address, telephone number and e-mail address ("Personal Information") obtained from the User in the course of providing UI SCAN in accordance with "Privacy Policy" separately set forth by us.

2. The User shall agree in advance that we will disclose and provide Personal Information such as the name and address of the User to the person in charge for provision of UI SCAN for the purpose of providing UI SCAN.

3. We shall take necessary and appropriate measures to prevent the leakage, loss and damage of the Personal Information registered with the Service and to ensure the safe management of the Personal Information. In the event of any leakage, loss, or damage to the Personal Information registered with UI SCAN, we shall notify the User in a manner deemed appropriate by us.

4. In the event of termination of the contract for use of UI SCAN, we shall promptly delete or destroy all Personal Information registered with UI SCAN (including backup copies) upon request of the User.

5. We may subcontract the operations related to UI SCAN to any third party. We shall impose on such third party(ies) the obligation of confidentiality equivalent to the Terms of Use and may provide such third party(ies) with Personal Information to the extent necessary for the subcontract.

Article 17     Confidentiality, etc.

1. Neither the User nor we shall disclose or divulge to any third party any technical, business or other work-related information of the other party, disclosed by the other party expressing in advance that such information is confidential information, or disclosed and expressed by the other party in writing within 14 days after such disclosure that such information is confidential information, without the prior written approval of the other party. The User and we shall use such information only for the purpose of performance of the Terms of Use and shall not use for any other purpose; provided, however, that in the event the receiving party reasonably determines that it is necessary to disclose the confidential information to an officer and employee of it/him/her and of the affiliated company, and attorney, accountant and tax accountant with a duty of confidentiality based on the laws, such receiving party may disclose the confidential information to such person to the minimum extent of the person, on condition that such receiving party imposes on such person an obligation equal to or greater than the obligation set forth in this article at such receiving party's own responsibility.

2. The provisions of the preceding paragraph shall not apply to information that falls under any of the following:

   a. Information already in receiving party's possession upon disclosure; 
   b. Information already in the public domain upon disclosure; 
   c. Information that has become publicly known through no fault of the receiving party after disclosure; 
   d. Information duly obtained by receiving party from a duly authorized third party; or
   e. Information that was independently developed and acquired without information disclosed by the other party.

3. The provisions of this article shall remain in full force and effect for three (3) years after the termination of the agreement for use of UI SCAN.

Article 18     Severability

In the event that any of the provisions of the Terms of Use are held to be invalid by law, each of the provisions of the Terms of Use other than such invalid provisions shall remain in full force and effect and apply to us and the User.

The User and we shall endeavor to ensure the purpose, and legal and economic equivalence of such invalid or unenforceable provision or part.

Article 19     Matters Stipulated in Laws and Regulations

Any matters stipulated in laws and regulations relating to the provision or use of UI SCAN shall be governed by such provisions.

Article 20     Governing      Law and Jurisdiction

The Terms of Use shall be governed by and construed under the laws of Japan.
In the event of any dispute concerning UI SCAN, the court having jurisdiction over the location of our head office shall assume exclusive jurisdiction by agreement.

Article 21     Other Matters

Any matter not stipulated herein or any doubtful point arising in the interpretation thereof shall be settled through mutual consultation in good faith between the parties hereto.

November  6, 2023