CONTRACTUAL TERMS

This Agreement is a legal contract that is applicable between Customer and SCSK in relation to the CELF Cloud Service (“Service”) to be provided by SCSK to Customer.
Customer may use the Service on the condition of agreeing to these Contractual Terms.

Article 1 (Definitions)

1. “Service” means the service of providing (i) CELF or (ii) software developed or owned by or licensed (or sublicensed) to SCSK in a cloud environment, and the details thereof are as set out in Article 3, Paragraph 1.
2. “CELF” means the software developed by SCSK to be used in developing the Web applications.
3. “Derivative” means any copyrighted work or service based on a part or all of the Service or in which a part or all of the Service is incorporated therein, and includes mechanical or electronic replications, translations, modifications, alterations, change of medium, and other formats.
4. “Materials” means all manuals, reference materials, course materials, explanatory software, training materials and other materials provided by SCSK to Customer in relation to the instruction course, training course, consulting and other services pertaining to the Service.
5. “Service Fee” means the total amount of the service fee indicated in the Application Form for Using CELF Cloud Service (“Application Form”). When Customer will apply for the Service through the “Store” indicated in the Application Form, the Service Fee shall be the fee set out in the written agreement between Customer and the Store.
6. “Monthly Use” means the mode of setting the Service Fee as a monthly amount in Paragraph 5 of this article 1.
7. “Annual Use” means the mode of setting the Service Fee as an annual amount in Paragraph 5 of this article.
8. “Store” means a legal entity that sells CELF to Customer under the CELF Sales Partner Agreement entered into with SCSK.
9. “Trial” means the system which enables Customer to experience the Service free of charge, and the details thereof are as set out in Article 29.

Article 2 (Conclusion of Agreement)

1. Customer shall apply to use the Service by submitting an Application Form filled out with necessary information.
2. When Customer files an application for using the Service, SCSK shall accept such application excluding the case of Paragraph 3 of this article. This Service Agreement (“this Agreement”) shall be concluded based on the notice from SCSK to Customer set out in Article 3 (“Notice”). The Notice shall include information required for starting the Service (service commencement date, setup procedures, ID and password, support desk, etc.). When the desired service commencement date indicated in the Application Form and the actual service commencement date are different, SCSK shall send the Notice after obtaining Customer’s approval pursuant to Article 4, Paragraph 1.
3. If Customer corresponds to any one of the following items, SCSK may decide not to accept Customer’s application for using the Service. When SCSK is to refuse Customer’s application for using the Service pursuant to the provisions of the preceding paragraph, SCSK shall notify Customer to such effect in writing:
(A) Customer enters false facts in the Application Form;
(B) Customer’s corporate status cannot be identified;
(C) Customer does not agree to this Agreement in the Application Form;
(D) there is a possibility that Customer may neglect payment of obligations of using the Service, such as Customer being in default or engaging in misconduct, in an agreement which is currently being executed between Customer and SCSK or which was previously executed between Customer and SCSK; or
(E) Customer may be in breach of the matters described in Article 4, Paragraph 7.

Article 3 (Description of Service)

1. Details of the Service shall be set out in the “CELF Cloud Service Specification” (“Service Specification”) and the “CELF Cloud Service - Service Level Agreement” to be separately presented by SCSK to Customer. SCSK may change the contents of the Service by notifying Customer on SCSK’s product website at least thirty (30) days in advance.
2. If the Service Specification contains provisions that differ from the provisions of this Agreement, the provisions of the Service Specification shall prevail.
3. When Customer wishes to change the number of users of the Service indicated in the Application Form, Customer shall fill out the necessary information in SCSK’s prescribed form at least thirty (30) days before the desired date of change and submit such form to SCSK.
4. When SCSK is to change the Service Fee due to the increase/decrease in the number of users or the change to the contents of the Service based on Paragraph 1 of this article, SCSK may change the Service Fee by notifying Customer to such effect in writing. When the Service is provided through the Store, the written notice shall be given from the Store to Customer.
5. When Customer is to apply for the Service through the Store, the provisions of Paragraph 3 and Paragraph 4 of this article shall be carried out through the Store.
6. SCSK may consign all or a part of the Service or the support service set out in Article 14 to a third party. In the foregoing case, SCSK shall impose the confidentiality obligation set out in Article 13 on the third party (“Subcontractor”).

Article 4 (Use of Service)

1. When the desired commencement date of the Service indicated in the Application Form is in accordance with SCSK’s designated conditions, SCSK shall exert efforts to start providing the Service to Customer from the foregoing desired commencement date; provided, however, that, if the commencement date of the Service is different from Customer’s desired commencement date of the Service, SCSK shall send a notice to such effect to the email address of Customer’s person in charge indicated in the Application Form.
2. Even when Customer is using the Service in the form of Monthly Use and the commencement date of the Service is midway during the month, Customer shall pay one (1) month worth of the Service Fee to SCSK. Moreover, even when Customer is using the Service in the form of Annual Use and the commencement date of the Service is midway during the month, Customer shall pay one (1) year worth of the Service Fee to SCSK.
3. When the number of users indicated in the Application Form will increase, an additional fee shall be added to the Service Fee.
4. Customer may use the Service for its own purpose based on the conditions set out in this Agreement.
5. This Agreement does not impose obligations on SCSK with regard to the provision of technical support, phone support, patches, upgrades, modifications or improvements related to the Service; provided, however, that Customer may receive support service pursuant to the conditions set out in Article 14.
6. SCSK shall send Customer’s user ID and password to Customer’s person in charge set out in Article 9 before the commencement date of the Service.
7. Customer must not conduct the acts corresponding to each of the following items upon using the Service, and shall cause the users to observe the same:
① use the Service for any purpose other than the purpose indicated in the Service Specification;
② obstruct the operation of the Service;
③ use the Service for a purpose or in a manner that is, or may be, in violation of laws or contrary to public order and morality;
④ use the Service for a purpose or in a manner that infringes, or may infringe, upon the copyrights or other intellectual property rights of SCSK or a third party;
⑤ use the Service for a purpose or in a manner that infringes, or may infringe, upon the property or privacy of SCSK or a third party;
⑥ use the Service for a purpose or in a manner that discriminates or slanders, or impairs or damages, or may damage, the reputation or credibility of SCSK or a third party;
⑦ use the Service for a purpose or in a manner that damages or impairs, or may damage or impair, the telecommunication line or incidental equipment of SCSK or a third party;
⑧ allow a third party to use the Service (including Customer providing a separate service to a third party by using the Service);
⑨ intentionally access an area used by SCSK upon providing the Service, or damage or disable data stored in such area, or engage in any other similar act; or
⑩ use a computer program such as a computer virus which obstructs, or may obstruct, the business of others by using the Service.
8. When SCSK determines that Customer is conducting the acts corresponding to any of the items of the preceding paragraph upon using the Service, SCSK may suspend the Service, delete the Customer Data or take any other necessary measure without notifying Customer in any way.

Article 5 (Warranty and Responsibility)

1. SCSK SHALL NOT BE OBLIGATED TO VERIFY, OR BE LIABLE FOR GUARANTEEING, THE COMPLETENESS, ACCURACY OR USEFULNESS OF DATA THAT IS SENT AND RECEIVED BETWEEN CUSTOMER AND SCSK BY USING THE ACCESS LINE.
2. REGARDLESS OF WHATEVER THE REASON MAY BE, SCSK’S LIABILITY FOR DAMAGE SHALL BE LIMITED TO THE ORDINARY DIRECT DAMAGE SUFFERED BY CUSTOMER, AND SCSK SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGE, SPECIAL DAMAGE, OR DAMAGE RELATED TO LOST DATA AND LOST PROFITS, EVEN IF SCSK WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. SCSK’S LIABILITY FOR DAMAGE UNDER THIS AGREEMENT SHALL NOT EXCEED THE SERVICE FEE OF THE MONTH IN WHICH THE DAMAGE WAS SUFFERED IN THE CASE OF MONTHLY USE AND SHALL NOT EXCEED THE SERVICE FEE OF THE YEAR IN WHICH THE DAMAGE WAS SUFFERED IN THE CASE OF ANNUAL USE UNDER NO CIRCUMSTANCES WHATSOEVER, AND THE SPECIFIC AMOUNT SHALL BE DECIDED UPON CONSULTATION BETWEEN THE PARTIES.
3. IF CUSTOMER FAILS TO SEEK DAMAGES AGAINST SCSK BEFORE THE LAPSE OF NINETY (90) DAYS FROM THE DAY THAT CUSTOMER IS ENTITLED TO SEEK DAMAGES AGAINST SCSK, CUSTOMER SHALL LOSE ITS RIGHT TO SEEK DAMAGES AGAINST SCSK.
4. ANY CONTRACTUAL OR LEGAL LIABILITY BORNE BY SCSK IN RELATION TO THE PROVISION OF THE SERVICE SHALL BE LIMITED TO THE SCOPE SET OUT IN THIS AGREEMENT.
5. SCSK PROVIDES NO WARRANTEE THAT THE SERVICE WILL NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OUTSIDE OF JAPAN, AND SHALL BE EXPLICITLY EXEMPTED FROM ANY AND ALL LIABILITIES CAUSED AS A RESULT OF THE SERVICE INFRINGING UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS SUCH AS PATENT RIGHTS, COPYRIGHTS, TRADE SECRETS OR TRADEMARK RIGHTS OUTSIDE OF JAPAN.

Article 6 (Customer Data, etc.)

1. Customer shall back up the data (“Customer Data”) that is independently created and used by Customer upon using the Service. Irrespective of the reason, even if the Customer Data is damaged, disabled or divulged, SCSK shall not be liable against Customer in any way.
2. SCSK shall not be liable for any transmission error or changes to the Customer Data that occurs during transmission via a communication line, or for the preservation of the Customer Data.
3. SCSK may collect log information such as access logs (but which do not include information capable of identifying individuals) for the purpose of comprehending the status of use of the Service and improving the Service, and conduct acts required for achieving the foregoing purpose such as analyzing the log information and conducting surveys.

Article 7 (Disclaimer)

SCSK shall not be liable in any way (including the reconstruction or restoration of data, etc.) for the delay or suspension of the Service, loss or damage of the Customer Data, or any damage suffered by Customer due to any of the reasons listed in each of the following items:
① calamities or other force majeure events (fires, labor disputes, riots, contagion, revision of laws, regulations, instructions or other guidance of the government, relevant ministries and agencies or local public authorities, failure of transport, communication or electrical facilities, failure of telecommunication services provided by telecommunication carriers, or other events caused by reasons that are not attributable to SCSK);
② Article 15 (Suspension of Service);
③ Article 18 (Discontinuation of Service);
④ impaired utilization of the Service or other problems caused by work performed by Customer at SCSK’s installation site or via a network;
⑤ non-performance of the Service due to failure of a communication line, malfunction or failure of Customer’s system, or misoperation or failure of Customer’s terminal, or failure of hardware, software, templates or libraries configuring the Service equipment caused by bugs, malfunctions or defects;
⑥ damage caused by an unauthorized access or attack to the Service equipment by a third party, interception on a communication path, or a computer virus that could not be prevented even with the due care of a faithful manager;
⑦ loss or damage of all or a part of the Customer Data due to reasons that are not attributable to SCSK; or
⑧ any dispute arising between Customer and a third party in relation to the use of the Service.

Article 8 (Service Fee and Payment Method)

1. As consideration for using the Service, Customer shall pay to SCSK the Service Fee indicated in the Application Form.
2. The payment conditions and payment method of the Service Fee shall be as indicated in the Application Form.
3. Consumption tax and local consumption tax of the payment of the preceding paragraph shall be a tax-exclusive amount, and Customer shall pay the Service Fee upon adding an amount corresponding to consumption tax and local consumption tax thereto.
4. When the tax rate is revised due to revisions of tax laws or other reasons, the new tax rate shall apply to the consumption tax imposed on the Service Fee.
5. If Customer fails to pay the Service Fee, etc. by the agreed payment date, Customer shall pay to SCSK a delinquency charge at a rate of 14.6% per annum according to the number of days that the payment is delayed.
6. If Customer wishes to prematurely cancel the Service, irrespective of the reason, Customer may not demand the return of the Service Fee or any other fees that have already been paid to SCSK. In the case of Monthly Use, the Service Fee of the month of cancellation shall not be calculated on a pro-rate basis, and Customer shall pay one (1) month worth of the Service Fee to SCSK based on SCSK’s invoice.
7. Notwithstanding the provisions of Paragraph 1 and Paragraph 2 of this article, when Customer files an application for using the Service through the Store, the Service Fee and payment conditions thereof shall be decided according to the agreement reached between Customer and the Store.

Article 9 (Person in Charge)

The person in charge and address of SCSK and Customer for any communication, notification and consultation related to this Agreement shall be as indicated in the Application Form, and, if there is any change to the person in charge or address, SCSK and Customer shall promptly notify the other party to such effect in writing.

Article 10 (Handling of User ID and Password)

1. Customer shall be responsible for properly managing the user ID and password issued by SCSK for using the Service.
2. Other than allowing Customer’s duly authorized users to use the user ID and password, Customer must not allow a third party to use the user ID and password, or otherwise lease, assign, transfer the title of, or sell the user ID and password.
3. Customer shall be entirely responsible for the use and management of the user ID, and SCSK shall not be responsible in any way for the use of the user ID by a third party.

Article 11 (Protection of Intellectual Property Rights)

1. Titles, rights and all patent rights, copyrights, trade secrets and all other intellectual property rights related thereto in the Service, Materials, Derivative and information of the Service (“SCSK Provided Information”) acquired from SCSK or through a third party belong only to SCSK and the original right holder, and Customer must not engage in any act that would infringe upon the foregoing rights owned by SCSK and the original right holder. Any right that is not expressly granted to Customer under this Agreement shall be reserved by SCSK.
2. Including the acts set out in each of the following items and other similar acts, Customer must not engage in any act that will or may infringe upon the intellectual property rights of SCSK and the original right holder with regard to the Service and the SCSK Provided Information, or cause a third party to engage in such acts:
(A) use the Service for any purpose other than for Customer’s own purpose;
(B) attempt replication, modification, editing, reverse engineering, decompilation or disassembly, decoding, or discovery of source code, or lease, lend, resell or produce derivatives of the SCSK Provided Information;
(C) distribute, send or lease the SCSK Provided Information to a third party whether or not for profit;
(D) post or divert the SCSK Provided Information on Customer’s website, etc. without obtaining the prior written approval of SCSK; or
(E) delete or change SCSK’s copyright indication or use the trademark of SCSK or the Service without obtaining the written approval of SCSK.
3. If Customer corresponds to any one of items of the preceding paragraph, Customer shall promptly take measures for eliminating such infringement and compensate any damage consequently suffered by SCSK pursuant to the instructions given by SCSK.

Article 12 (Obligations of Customer)

1. Customer shall prepare and set the environment of Customer’s equipment by the commencement date of the Service indicated in Article 4, Paragraph 1 pursuant to the provisions of the Service Specification. Costs required for the foregoing preparation and environmental setting shall be borne by Customer.
2. When all or a part of the Service is suspended and SCSK requests Customer’s cooperation for the recovery thereof, Customer shall promptly comply with such request.
3. Customer shall bear electricity bills, telecommunication fees and other expenses required for Customer to use the Service.
4. Customer may not assign or offer as security to a third party all or a part of its rights under this Agreement, or otherwise dispose the same, or cause a third party to perform all or a part of its obligations.

Article 13 (Handling of Confidential Information)

1. Without obtaining the prior written approval of the other party, Customer and SCSK must not disclose or divulge to a third party any information of the other party which was learned in relation to this Agreement (“Confidential Information”); provided, however, that, when SCSK is to consign all or a part of the Service to the Subcontractor or the Store, SCSK may disclose Customer’s Confidential Information to the Subcontractor or the Store to the extent required for providing the Service.
2. Customer and SCSK shall strictly manage the Confidential Information with the due care of a faithful manager, and cause their employees, the Store and the Subcontractor that will be using the Confidential Information, as well as the third party to which the Confidential Information was disclosed upon obtaining the approval of the other party, to observe the confidentiality obligation set out in this paragraph. Customer and SCSK shall disclose the Confidential Information to a third party upon obtaining the approval of the other party under its own responsibility and management.
3. Customer and SCSK shall exclude the information corresponding to any one of the following items from Confidential Information:
(A) information which had been in the receiving party’s possession at the time such information was disclosed by the other party;
(B) information which had been public knowledge at the time such information was disclosed by the other party, or information which became public knowledge due to reasons that are not attributable to the receiving party after such information was disclosed by the other party;
(C) information which had been duly acquired by the receiving party from a third party at the time such information was disclosed by the other party; or
(D) information for which disclosure was required based on legal provisions or a court order.
4. Customer and SCSK must not disclose or divulge to a third party any personal information (referring to the personal information defined in the “Act on the Protection of Personal Information”; hereinafter referred to as the “Personal Information”) that is handled in the course of performing this Agreement not only during the effective term hereof, but also after the termination hereof; save for cases when the consent of the subject of such Personal Information is obtained or when otherwise prescribed under laws.

Article 14 (Support Service)

1. SCSK shall offer to Customer, for a fee, support service related to the Service within the scope of the Service Specification prescribed by SCSK. SCSK may at any time arbitrarily decide to discontinue the support service or change the scope of support service.
2. If Customer wishes to receive maintenance support beyond the range set forth by SCSK in the preceding paragraph, and SCSK approves such maintenance support, Customer may receive the support service by paying a prescribed fee upon consulting with SCSK according to the conditions separately prescribed by SCSK.

Article 15 (Suspension of Service)

1. Upon corresponding to any one of the following items, SCSK may suspend the provision of all or a part of the Service by notifying Customer in advance; save for cases of emergencies, in which case SCSK shall promptly notify Customer to such effect ex post facto:
(A) when it is inevitable for the stable provision of the Service (including scheduled maintenance work) such as the maintenance and management of electrical equipment, communication equipment and other equipment related to the Service (“Service Equipment”) or the maintenance and management of construction work, or change of equipment for improving the Service;
(B) when all or a part of the Service cannot be provided due to reasons beyond the control of SCSK such as the service provider, which leases or performs maintenance of the Service Equipment, suspending its business;
(C) when the Service Equipment is subject to a failure and it becomes difficult to provide the Service;
(D) when it becomes impossible to receive the stable provision of services, such as the supply of power, from power companies or telecommunication carriers under contract with SCSK, and it becomes difficult for SCSK to stably provide the Service to Customer;
(E) when it becomes difficult to provide the Service due to any modification, suspension of provision or discontinuation of software, etc. owned by a third party (including free software, open source software and various APIs; hereinafter referred to as “Third-Party Software”) included in the Service; or
(F) in addition to the matters listed in each of the preceding items, when SCSK deems that it is necessary to suspend the Service.
2. When a calamity, disaster or any other emergency occurs, or may occur, Customer acknowledges in advance that SCSK may take measures for restricting or suspending the Service in order to preferentially communicate matters required for preventing accidents or offering assistance, securing transportation or supply of power, or maintaining order, or communicating emergency messages for public interest.
3. If Customer corresponds to any one of the following items, SCSK may suspend all of the Service by providing a prior written notice to Customer:
(A) Customer fails to pay the Service Fee even after the lapse of the payment date; or
(B) it is discovered that Customer made a false entry upon filing an application for using the Service.
4. If Customer corresponds to the respective items of Article 4, Paragraph 7, SCSK may suspend all of the Service without requiring any prior written notice to Customer.

Article 16 (Indemnity)

1. If SCSK receives a claim or a complaint from a third party or legal action is otherwise initiated by a third party against SCSK (“Claim”), or there is a possibility that SCSK may receive such a Claim, in relation to or due to the purchase or use of the Service by Customer (if Customer is a corporation, including individuals using the Service; hereinafter the same in this article) or any other act by Customer, Customer shall resolve the claim, complaint or legal action under Customer’s cost burden and responsibility, defend, indemnify and hold harmless SCSK and its directors, executive officers, employees and agents, and compensate any damage suffered by SCSK. Note that, among the Claims, for any Claim caused as a result of the Service infringing upon a third party’s intellectual property rights such as patent rights, copyrights, trade secrets or trademark rights in Japan, SCSK shall compensate the damage suffered by Customer according to Article 5, Paragraph 2 and Paragraph 3 on the condition that all of the requirements listed in each of the following items are satisfied (For the avoidance of doubt, SCSK’s liability shall not apply to any Claim caused as a result of the Service infringing upon a third party’s intellectual property rights such as patent rights, copyrights, trade secrets or trademark rights outside of Japan).
(A) Customer notifies the contents of the Claim to SCSK within five (5) business days from the day that such Claim is filed;
(B) Customer offers SCSK the opportunity of substantial participation and grants SCSK the authority to make decisions in relation to the negotiation or litigation with a third party, and offers the necessary assistance to SCSK;
(C) Customer offers assistance required by SCSK and cooperates with SCSK to a reasonable extent; and
(D) there are reasons that are attributable to SCSK.
2. SCSK’s liability set out in the preceding paragraph shall not apply in the following cases:
(A) Customer was using the Service in breach of this Agreement;
(B) the Service was changed by Customer, its user or a third party without obtaining the prior written consent of SCSK; or
(C) Customer deals with the Claim without obtaining the prior approval of SCSK.
3. The provisions of this article prescribe SCSK’s entire liability borne against Customer in relation to the Service, and SCSK shall not bear any other liability.

Article 17 (Termination and Forfeiture of Benefit of Time)

1. If Customer corresponds to the matters set out in each of the following items, Customer shall forfeit its benefit of time regarding all debts (including payment obligations) to be paid to SCSK as a matter of course, and SCSK may terminate all or a part of this Agreement without requiring any kind of formal demand to Customer, or request the performance of the entire amount of all remaining debts in a lump sum without terminating this Agreement, and suspend the Service until the complete payment thereof:
(A) a petition is filed against Customer for provisional attachment, attachment, auction, bankruptcy, special liquidation, commencement of rehabilitation proceedings, commencement of corporate reorganization proceedings, or if Customer delays payment of taxes and public dues and is subject to compulsory execution or preservative attachment;
(B) Customer suspends or discontinues its business operation;
(C) Customer suspends payment, or is subject to disposition by suspension of banking transactions by a clearinghouse;
(D) Customer passes a resolution for dissolution; or
(E) Customer breaches this Agreement, or defaults on its obligation, and such breach or default is not cured even after the lapse of a given correction period.
2. When SCSK terminates this Agreement based on the preceding paragraph, SCSK may demand Customer to compensate any damage that was consequently suffered by SCSK.
3. When the period that SCSK suspends the Service under this Agreement exceeds thirty (30) days, SCSK may terminate this Agreement. Even when the Service is suspended, SCSK will not discount the Service Fee or return the Service Fee to Customer.

Article 18 (Discontinuation of Service)

1. When SCSK is to discontinue the Service, SCSK shall notify Customer to such effect in writing at least six (6) months before discontinuing the Service. The foregoing notice shall come into force at the time of dispatch, and the effect of the notice shall not be affected in any way even if the notice does not reach Customer or Customer fails to confirm the notice.
2. In cases where SCSK is to discontinue the Service due to unexpected reasons (including the situations set out in the respective items of Article 15, Paragraph 1) or unavoidable reasons such as discontinuation of the Service due to laws or calamities, if it is not possible to provide a prior notice with a reasonable grace period, SCSK shall promptly notify Customer ex post facto.
3. When the Service is entirely discontinued based on the preceding two paragraphs, this Agreement shall be cancelled on the day that the Service is discontinued.

Article 19 (Exclusion of Antisocial Forces)

1. Customer represents and warrants the matters listed in each of the following items. If Customer discovers a breach of any one of the following items, Customer shall immediately notify SCSK of such fact:
(A) Customer does not correspond to an organized crime group or its related organization or any other antisocial organization or forces (“Antisocial Forces”) defined in the “Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups”;
(B) Customer has never corresponded to Antisocial Forces;
(C) Customer will not use Antisocial Forces, or engage in any other equivalent act;
(D) Customer will not provide funds to Antisocial Forces, or engage in any other equivalent act;
(E) Customer will not impair the reputation or credibility of SCSK or obstruct the business of SCSK by identifying itself as Antisocial Forces, make undue claims, or engage in any other equivalent act; or
(F) Customer or its user is not a member of Antisocial Forces.
2. If Customer breaches the preceding paragraph, SCSK may immediately cancel all or a part of any agreement executed by and between Customer and SCSK without requiring any kind of formal demand to Customer.
3. If any agreement executed by and between Customer and SCSK is cancelled based on the preceding paragraph, Customer will lose its benefit of time regarding such agreement, and must immediately repay its debts.

Article 20 (Effective Term)

1. The effective term of Monthly Use under this Agreement shall be a period of one (1) month from the commencement date of the Service indicated in the Notice; provided, however, that, if neither Customer nor SCSK requests the termination of this Agreement in writing at least thirty (30) days before the expiration of the effective term, this Agreement shall automatically be extended in units of one (1) month, and the same shall apply to any subsequent terms.
2. The effective term of Annual Use under this Agreement shall be a period of one (1) year from the commencement date of the Service indicated in the contract particulars; provided, however, that, if neither Customer nor SCSK requests the termination of this Agreement in writing at least thirty (30) days before the expiration of the effective term, this Agreement shall automatically be extended in units of one (1) year, and the same shall apply to any subsequent terms.
3. When this Agreement is ended by way of termination, cancellation or expiration, SCSK may delete the Customer Data from the server, etc. after the lapse of thirty (30) days from the day that this Agreement is ended. SCSK shall not be liable in any way for any damage arising from the erasure of data, etc. based on this article.
4. Even when this Agreement is ended by way of termination, cancellation or expiration, the provisions of Article 5, Article 6, Article 7, Article 8, Article 10, Paragraph 3, Article 11, Article 13, Article 16, Article 17, Paragraph 2 and Paragraph 3, Article 19, Paragraph 3, this article, Paragraph 3, Article 25 and Article 28 shall continue to remain in force.

Article 21 (Entire Agreement)

This Agreement constitutes the entire agreement between Customer and SCSK regarding the Service and this Agreement, and supersedes all prior agreements made between Customer and SCSK.

Article 22 (Severability)

If any provision set out in this Agreement is deemed invalid, illegal or unenforceable, such provision shall be interpreted or changed to the extent that is reasonably necessary for recovering the validity and legality of such provision and maintaining the consistency with the original intention of such provision. If the foregoing interpretation or change is impossible, such provision shall be isolated from this Agreement. The remaining provisions and clauses set out in this Agreement shall continue to remain in force.

Article 23 (No Waiver of Rights)

Even if SCSK or Customer does not exercise its rights in any of the provisions set out in this Agreement, it shall not be deemed that SCSK or Customer has waived its rights in such provision or other provisions of this Agreement.

Article 24 (Observance of Laws Related to Export/Import)

Customer agrees to observe all laws of Japan, the United State and other countries concerned which are applicable in relation to the export of the Service, SCSK’s information, Materials, data and other technical data related to this Agreement, and, upon exporting the same, Customer shall obtain the prior written approval of SCSK, as well as acquire the export license of the Japanese government and the re-export license of the government of countries concerned as needed. Customer agrees that SCSK is not liable in any way regarding the export by Customer.

Article 25 (Governing Law - Venue)

This Agreement shall be governed by the laws of Japan. Any and all disputes arising in relation to the performance of this Agreement shall be submitted to the court having jurisdiction over the location of SCSK’s head office as the competent court of agreed jurisdiction for the first instance. Incidentally, the language to be used in the trial shall be the Japanese language.

Article 26 (Notice)

Any written notice between SCSK and Customer set out in this Agreement shall include the method of attaching a document to an email addressed to the email address of the other party’s person in charge indicated in the Application Form, excluding the cases set out in Article 20, Paragraph 1.

Article 27 (Consultation)

With regard to matters that are not set out in this Agreement or when doubts arise in relation to this Agreement, Customer and SCSK shall resolve such matters or doubts upon consulting in good faith.

Article 28 (Special Provision)

a. The license terms related to the Curl product, which is SCSK’s product built into CELF, shall be prescribed in the “License Agreement” presented at the time of installing CELF.
b. Third-Party Software contained in CELF and the license terms applicable thereto shall be presented in the “License Agreement” presented at the time of installing CELF.

Article 29 (Trial)

1. Customer may apply for a Trial using an application form (or Web application form) including information required for the application.
2. When SCSK receives a Trial application from Customer, SCSK shall accept such application excluding the case of Article 2, Paragraph 3. SCSK shall send to Customer, via mail or email, a usage guide (“Usage Guide”) including information required for starting the Trial (Trial period, setup procedures, various IDs and passwords).
3. The Trial allows Customer to use the Service, free of charge, under each of the following conditions during the Trial period indicated in the Usage Guide.
(A) The Trial period shall be thirty (30) days from the day following the application date.
(B) Number of uses, number of RPA options, and maximum total size of available apps and data shall be as per the conditions described in the application form (or Web application form).
(C) Trial version CELF and pay service version CELF may be of different versions depending on the timing of installation, and in such a case there may be cases where the Trial version app and data cannot be used as is in the pay service version.
(D) After expiration of the Trial period, the apps and data created by Customer shall be discarded.
(E) Information included in the Trial application form (or Web application form) and status of use of the Trial may be shared by SCSK and the Store indicated in the application form (or Web application form).
(F) The Trial period may be extended only when Customer requests extension to SCSK and SCSK accepts such request.
4. Article 3, Article 4, Paragraph 3, Article 4, Paragraph 5, Article 8, Article 14 and Article 20 shall not apply to the Trial. Furthermore, sections that describe Monthly Use, Annual Use and Service Fee other than the foregoing provisions shall be treated as free of charge for the Trial.
5. In the Trial, SCSK shall not be liable in any way irrespective of the provisions of Article 7, and, notwithstanding the provisions of Article 16, SCSK shall not indemnify Customer in any way.
6. If there is any difference between the provisions of this article and the provisions of other articles in the Trial, the provisions of this article shall prevail.