These Terms of Use (the "Terms") set forth the terms and conditions for the provision of the Service (as defined below), and the rights and obligations between us and the registered users. You must agree to the Terms by reading the entirety before using the Service.

[Article 1] Scope

1. The purpose of the Terms is to set forth the terms and conditions for the provision of the Service and the rights and obligations between the Management Office (as defined below) and the Registered Users (as defined below), and the Terms shall be applied to all aspects of the relationship between the Registered Users and the Management Office in connection with the Service.

2. Any rules for use of the Service posted on our website (the "Rules") shall constitute an integral part of the Terms.

3. If there is any conflict between the Terms and the Rules or any other description regarding the Service not provided for herein, the Terms shall prevail.

[Article 2] Definitions

For purposes of the Terms, the following terms have the following meanings.

1. (1) "Service Agreement" means the agreement relating to the use of the Service to be executed under the terms and conditions of the Terms between the Management Office and the Registered User.
2. (2) "IP Rights" means copyrights, patents, utility model rights, design rights, trade mark rights and other intellectual property rights (including rights to obtain, or apply for registration of, such rights).
3. (3) "Posted Data" means any content that is posted by the Registered User through the Service.
4. (4) "Management Office" means BrainMemo management office.
5. (5) "Website" means such website as may be from time to time operated by the Management Office, whose domain name is [ brnmemo.com ] (or if the domain name or content thereof is modified for any reasons, such modified website).
6. (6) "Registered User" means any person or entity that has been registered as a user of the Service pursuant to Article 3 (Registration).
7. (7) "Service" means the service provided by the Management Office under the name of BrainMemo (or if the name or content thereof is modified for any reasons, such modified service).

[Article 3] Registration

1. A person wishing to use the Service may apply to the Management Office for registration to use the Service by agreeing to comply herewith and providing certain information as specified by the Management Office (the "Registration Information") in accordance with the manner as may be prescribed by the Management Office.

2. The Management Office shall determine whether to register the person that has made an application pursuant to Paragraph 1 of this Article 3 ("Applicant") in accordance with the Management Office's criteria, and if the Management Office approves the registration, it shall notify the Applicant to that effect. The Applicant's registration as a Registered User shall be completed upon the notice by the Management Office pursuant to this Paragraph.

3. Upon completion of the registration pursuant to the preceding Paragraph, the Service Agreement shall become effective between the Registered User and the Management Office, allowing the Registered User to use the Service pursuant to the Terms.

4. The Management Office reserves the rights to refuse registration or re-registration of any Applicant without any obligation to disclose the reasons, in the event that:

1. (1) The whole or any part of the Registration Information provided by the Applicant to the Management Office is found to be false, inaccurate or omitted;
2. (2) The Applicant is determined by the Management Office to be a party having violated any agreement with the Management Office, or to have been involved with such violating party;
3. (3) The Applicant has suffered any of the measures under Article 10; or
4. (4) In addition to the foregoing, the Management Office deems the registration inappropriate.

[Article 4] Change to Registration Information

The Registered User shall promptly notify the Management Office of any change to the Registration Information (email address, etc.) in the manner as prescribed by the Management Office.

[Article 5] Password Management

1. The Registered User shall be responsible for keeping and maintaining its password for the Service in an appropriate manner, and may not cause a third party to use, or provide, transfer, change the name of, sell or otherwise dispose of, the same.

2. The Registered User shall be, and the Management Office shall in no event be, liable for damages arising out of inappropriate management, misuse, or use by a third party of the Registered User's password.

[Article 6] Fees and Payment Conditions

In consideration for the use of the Service, the Registered User shall pay to the Management Office the fees as prescribed separately by the Management Office and indicated on the Website, pursuant to the payment conditions as designated by the Management Office.

[Article 7] Prohibited Actions

When using the Service, the Registered User may not conduct any act that falls under, or is determined by the Management Office to fall under, any of the following:

1. (1) acts that violate any laws or regulations or that are associated with criminal activity;
2. (2) acts that defraud or threaten the Management Office;
3. (3) acts that place an excessive burden on the network or system of the Service;
4. (4) acts to reverse-engineer or otherwise analyze the software or other systems provided by the Management Office;
5. (5) acts that are likely to interrupt the operation of the Service;
6. (6) acts to access the network or system of the Management Office improperly;
7. (7) acts to impersonate a third party;
8. (8) acts to use the account of other users of the Service;
9. (9) acts to collect information of other users of the Service;
10. (10) acts that violate the Rules;
11. (11) acts that, directly or indirectly, cause or facilitate the acts of the preceding Items;
12. (12) attempting to conduct any of the acts of the preceding Items; or
13. (13) other acts that the Management Office deems to be inappropriate.

[Article 8] Suspension of Service

The Management Office shall be entitled to, without any advance notice to the Registered User, suspend or discontinue the Service, in whole or in part, in the event that:

1. (1) Inspection or maintenance of the computer system for the Service needs to be performed due to urgent circumstances;
2. (2) The Management Office becomes unable to provide the Service due to error in computers or communication lines, wrong operation, excessively concentrated access, unauthorized access, hacking or the like;
3. (3) The Management Office becomes unable to provide the Service due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
4. (4) The Management Office determines that suspension or discontinuance is required for other reasons.

[Article 9] Ownership of Rights

1. Any and all IP Rights related to the Website and the Service are expressly reserved by the Management Office or its licensor. Nothing contained herein shall be construed as granting to the Registered User a license of the IP Rights related to the Website and the Service owned by the Management Office or its licensor.

2. The copyright of the Posted Data of The Registered User will not be transferred or permitted to be used by the Management Office.

[Article 10] Registration Cancellation

1. If any of the following events arises in relation to a Registered User, the Management Office may, without prior notice or demand, (i) delete, or suspend the display of, the Posted Data, (ii) temporarily suspend the use by the Registered User of the Service, or (iii) cancel the Registered User's registration as such:

1. (1) The Registered User fails to comply with any of the provisions hereof;
2. (2) Any of the Registration Information is found to be false;
3. (3) The Registered User has not used the Service for [6] months or more;
4. (4) The Registered User has not responded to inquiries from the Management Office or other communications requiring a response for [30 days] or more;
5. (5) The Registered User falls under any of Items of Paragraph 4 of Article 3; or
6. (6) It is determined to be inappropriate by the Management Office that the Registered User continues to use the Service or to be registered as a Registered User.

[Article 11] Modification and Termination of Service

1. The Management Office shall be entitled to at any time modify or terminate the Service in its own discretion.

2. The Management Office shall notify in advance the Registered User of any intended termination by the Management Office of the Service.

[Article 12] Disclaimer and Waiver of Warranties

1. THE Management Office MAKES DOES NOT MAKE WARRANTIES, EXPRESS OR IMPLIED, (i) that the Service fits or is suitable for a particular purpose contemplated by the Registered User, (ii) that the Service has expected functions, commercial value, accuracy or usefulness, (iii) that the use by the Registered User of the Service complies with the laws and regulations or internal rules of industrial organizations that are applicable to the Registered User, or (iv) that the Service will be free of interruption or defects.

2. The Management Office shall not be liable for the damages incurred by the Registered User in relation to the Service in excess of the amount of the consideration paid by the Registered User to the Management Office for the immediately preceding [12 months]. UNDER NO CIRCUMSTANCES SHALL THE Management Office BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES, OR LOST PROFITS.

[Article 13] Confidentiality

The Registered User shall keep confidential any and all non-public information disclosed in relation to the Service by the Management Office to the Registered User for which the Management Office, at such disclosure, requires the Registered User a confidential treatment, unless the Registered User has obtained the prior written approval from the Management Office.

[Article 14] Treatment of User Information

1. Treatment by the Management Office of the Registered User's information shall be subject to the provisions of our Privacy Policy , which is separately prescribed, and the Registered User hereby agrees to treatment by the Management Office of the Registered User's information pursuant to such Privacy Policy.

2. The Management Office may, in its sole discretion, use or make public any information or data provided by the Registered User to the Management Office as statistical information in a form that cannot identify an individual, and the Registered User may not raise any objection to such use or publication.

[Article 15] Amendment

The Management Office reserves the right to amend or change the Terms when the Management Office finds it necessary. In the event of any amendment or change to the Terms, the Management Office shall inform the effective time and content of the amended or changed Terms by posting on the Website or other appropriate way, or notify the Registered User of the same. Notwithstanding the foregoing, the Management Office shall obtain the Registered User's consent in a manner specified by the Management Office for the amendment or change of the Terms that requires such consent under the applicable laws.

[Article 16] Notice

1. Any communications or notices from the Registered User to the Management Office, including but not limited to inquiries with respect to the Service, and any communications or notices from the Management Office to the Registered User, including but not limited to notices concerning any amendment to the Terms shall be made in accordance with the procedures specified by the Management Office.

2. Any communication or notice made by the Management Office that is addressed to the e-mail address included in the Registration Information of a Registered User shall be deemed to be received by the Registered User.

[Article 17] Assignment

1. The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of the Service Agreement or its rights or obligations under the Terms without the prior written consent of the Management Office.

2. In cases where the Management Office transfers the business regarding the Service to a third party, the Management Office may, as part of such transfer, assign to the third party the Service Agreement, the rights and obligations of the Management Office under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such transfer in advance.

[Article 18] Severability

If any provision of the Terms or a part thereof is held to be invalid or unenforceable under Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.

[Article 19] Governing Law and Jurisdiction

1. The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.

2. Any and all disputes arising out of or in connection with the Terms or the Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.

The Terms shall be executed in the Japanese language. Japanese shall be the governing language and any translation of the Terms into any other language is for convenience of reference only and shall not bind the parties hereto.