Reflect Terms of Service

This User Terms of Service (the "Terms") set forth the rights and obligations between Reflect Inc. ("we" or "our") and users of the self-directed growth support tool "Reflect" (the "Service") provided by us. By using the Service, users are required to read these Terms in their entirety and agree to be bound by them.

Article 1 (Applicability)

These Terms are intended to define the conditions for the provision of the Service and the rights and obligations between us and users in connection with the use of the Service, and shall apply to all relationships between users and us relating to the use of the Service.
Any rules or guidelines regarding the use of the Service that are posted on the Service by us shall constitute an integral part of these Terms.
In the event of any inconsistency between the provisions of these Terms and the rules, guidelines, or any other explanations of the Service provided by us outside these Terms, the provisions of these Terms shall prevail.

Article 2 (Definitions)

For the purposes of these Terms, the following terms shall have the meanings set forth below.

"Service" means the self-directed growth support tool provided by us under the name "Reflect," including any service whose name or content has been changed for any reason after such change.
"Organizational User" means an individual who has been approved by us as a user after an organization that has entered into a contract with us for the Service and related ancillary services (including a service use agreement) has applied to us for such individual's qualification as a user. An Organizational User does not include an Individual User.
"Individual User" means an individual who has entered into a contract with us for the Service and related ancillary services (including a service use agreement). An Individual User does not include an Organizational User.
"User" means a collective term referring to both Organizational Users and Individual Users.
"Posted Data" means any content posted or otherwise transmitted by a User through the Service, including, without limitation, text, images, videos, other data, and reactions.
"Intellectual Property Rights" means copyrights, patent rights, utility model rights, design rights, trademark rights, and any other intellectual property rights, including the rights to obtain or apply for registration of such rights, as well as the rights set forth in Articles 27 and 28 of the Japanese Copyright Act.

Article 3 (Description of the Service)

The Service is intended to support the promotion of users' self-directed growth by enabling users to post comments, messages, and similar content themselves, and to view comments, messages, and similar content posted by other users. Users shall engage in self-directed learning activities, including the posting and viewing of comments and messages, at their own responsibility.
Users hereby agree in advance that all or part of their Posted Data may be made public on the Service and become accessible to other users.
Users acknowledge and agree that they shall bear sole responsibility for all consequences arising from any actions taken through the use of the Service or the related website. Notwithstanding the foregoing, if we are held liable for any such consequences for any reason, the scope of our liability shall be limited to that set forth in Article 15, Paragraph 3.

Article 4 (Registration)

Any person who wishes to use certain functions of the Service designated by us (the "Designated Features") (such person, a "Prospective Registrant") shall apply for use of the Designated Features by agreeing to comply with these Terms, providing certain information specified by us (the "Registration Information") in the manner prescribed by us, and following the procedures established by us.
We shall determine whether to approve the registration of a Prospective Registrant who has applied for registration pursuant to the preceding paragraph (a "Registration Applicant") in accordance with the criteria set forth in paragraph 4 of this Article. If we approve the registration, we shall notify the Registration Applicant accordingly. Registration as a User shall be deemed complete upon issuance of such notice by us.
Upon completion of registration as set forth in the preceding paragraph, the User shall be entitled to use the Designated Features in accordance with these Terms.
We may refuse registration or re-registration if the Registration Applicant falls under any of the following circumstances, and we shall have no obligation to disclose the reasons therefor:

If all or part of the Registration Information provided to us is false, inaccurate, or incomplete;
If the applicant is a minor, an adult ward, a person under curatorship, or a person under assistance and has not obtained the consent of a legal representative, guardian, curator, or assistant, as applicable;
If the applicant intends to use the Service for an inappropriate purpose that may fall under any of the prohibited acts set forth in Article 9;
If the applicant is, or is deemed by us to be, an antisocial force (including organized crime groups, members thereof, right-wing organizations, or other similar entities), or if the applicant is involved with such entities through funding or other means, including cooperation with, participation in, or contribution to the maintenance, operation, or management of such entities;
If the applicant is, or is deemed by us to be, a person who has previously violated a contract with us or is related to such a person; or
If we otherwise determine that registration is inappropriate.

The User hereby represents and warrants that none of the circumstances listed in the preceding paragraph apply to the User.

Article 5 (Changes to Registration Information)

Users shall promptly notify us of any changes to their Registration Information in the manner prescribed by us.
If we send any notices or communications to a User's registered address, email address, or other registered contact details, such notices or communications shall be deemed to have been received by the User at the time they would normally have been delivered.

Article 6 (Management of Passwords and User IDs)

Users shall, at their own responsibility, properly manage and safeguard their passwords and user IDs for the Service, and shall not allow any third party to use them, nor lend, transfer, change the registered name of, sell, or otherwise dispose of them.
Users shall be solely responsible for any damages arising from insufficient management of, misuse of, or unauthorized use by a third party of their password or user ID, and we shall not be liable for any such damages.
If a User becomes aware of any theft, loss, leakage, or other circumstances in which there is a risk that the password or user ID may be used by a third party, the User shall promptly notify us of such fact and follow our instructions.

Article 7 (Implementation of Self-Directed Learning)

Users may, on the Service, post comments and messages, view comments and messages posted by other users, and use other functions designated by us.
Users shall, at their own responsibility, review and manage their Posted Data to ensure that it does not include any of the following: trade secrets of organizations to which the user or others belong; content that infringes upon the privacy of others; content or expressions that may fall under any of the prohibited acts set forth in Article 9; or any other matters that are not appropriate for external disclosure. We shall not be liable for any damages incurred by users or third parties as a result of any violation of this provision.
Users hereby agree in advance that, if we determine that Posted Data may contain any matters described in the preceding paragraph, or if we otherwise deem it necessary, we may edit, modify, or delete such Posted Data.

Article 8 (Service Fees and Payment)

Individual Users shall pay the fees for use of the Service, as determined by us (the "Service Fees"). Any bank transfer fees or other costs necessary for payment shall be borne by the Individual User.
If an Individual User fails to pay the Service Fees or any other amounts payable to us by the due date specified by us, the Individual User shall pay late payment charges to us at an annual rate of 14.6%.

Article 9 (Prohibited Conduct)

Users and any other persons involved in the use of the Service shall not, in connection with the use of the Service, engage in any conduct that we determine falls under any of the following categories:

Acts that violate laws or regulations, or are related to criminal activity;
Acts of fraud or threats against us, other users of the Service, or any third party;
Acts that are contrary to public order or morals;
Acts that infringe upon the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of us, other users of the Service, or any third party;
Transmitting, through the Service, information that we determine falls under any of the following:
1. Information containing excessively violent or cruel expressions;
2. Information containing computer viruses or other harmful computer programs;
3. Information containing expressions that defame or damage the reputation or credibility of us, other users of the Service, or any third party;
4. Information containing excessively obscene expressions or expressions that promote discrimination;
5. Information containing expressions that encourage suicide or self-harm;
6. Information containing expressions that encourage the improper use of drugs;
7. Information containing antisocial expressions;
8. Information requesting the dissemination of information to third parties, such as chain messages;
9. Information containing expressions that cause discomfort to others;or
10. Information intended for the purpose of meeting or dating an unknown member of the opposite sex;
Acts that impose an excessive load on the network, systems, or infrastructure of the Service;
Acts that may interfere with the operation of the Service;
Unauthorized access to, or attempts to gain unauthorized access to, our network or systems;
Impersonation of any third party;
Use of another user's user ID or password;
Advertising, promotion, solicitation, or commercial activities on the Service without our prior approval;
Collection of information about other users of the Service;
Unauthorized configuration, use, manipulation, or operation of the functions provided by the Service;
Disclosure or leakage of confidential information;
Acts that cause disadvantage, damage, or discomfort to us, other users of the Service, or any third party;
Provision of benefits to antisocial forces or similar entities;
Acts intended for the purpose of meeting or dating an unknown member of the opposite sex;
Acts that directly or indirectly induce or facilitate any of the acts listed above;
Any other acts that we deem inappropriate.

Article 10 (Suspension or Interruption of the Service)

We may suspend or interrupt the provision of all or part of the Service without prior notice to Users if we determine that any of the following circumstances apply:
1. If emergency inspection, maintenance, or repair work is required for the computer systems related to the Service;
2. If computers, communication lines, or other systems are halted due to an accident or failure;
3. If operation of the Service becomes impossible due to force majeure events, including earthquakes, lightning, fires, storms, floods, power outages, or other natural disasters; or
4. If we otherwise determine that suspension or interruption of the Service is necessary.
We shall not be liable for any damages incurred by Users as a result of any measures taken by us pursuant to this Article.

Article 11 (Ownership of Rights)

All intellectual property rights related to the Service shall belong to us or to third parties that have granted licenses to us. The permission to use the Service granted under these Terms does not constitute a license to use any intellectual property rights related to the Service owned by us or such third parties.
Users represent and warrant to us that they have the lawful right to post or otherwise transmit the Posted Data, and that such Posted Data does not infringe upon any rights of any third party.
Users hereby grant to us a non-exclusive license to use, reproduce, modify, adapt, publicly transmit, and otherwise exploit the Posted Data to the extent necessary for research and development, provision and improvement of the Service, development of new services or features, and promotional or advertising purposes.
Users agree not to exercise any moral rights of authors with respect to our use or exploitation of the Posted Data within the scope set forth in the preceding paragraph.

Article 12 (Deregistration and Suspension of Use)

If a User falls under any of the following circumstances, we may, without prior notice or demand, delete the User's Posted Data, temporarily suspend the User's use of the Service, or deregister the User:
1. If the User violates any provision of these Terms;
2. If it is discovered that any Registration Information contains false statements;
3. If the User becomes unable to make payments, suspends payments, or files a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, or any similar proceedings;
4. If the User has not used the Service for 6 months or longer;
5. If the User fails to respond to inquiries from us that request a reply;
6. If the User falls under any of the circumstances set forth in Article 4, Paragraph 4; or
7. If we otherwise determine that continued use of the Service or continued registration as a User is inappropriate.
If the User falls under any of the circumstances listed in the preceding paragraph, the User shall automatically lose the benefit of time with respect to all obligations owed to us and shall immediately pay all such obligations in full.
We shall not be liable for any damages incurred by the User as a result of any actions taken by us pursuant to this Article.

Article 13 (Withdrawal)

An Individual User may withdraw from the Service and cancel the User's registration by notifying us in the manner prescribed by us.
If, at the time of withdrawal, the Individual User has any outstanding obligations owed to us and falls under any of the circumstances set forth in Article 12, Paragraph 1, the Individual User shall automatically lose the benefit of time with respect to all such obligations and shall immediately pay all amounts owed to us in full.
The handling of user information after withdrawal shall be governed by the provisions of Article 17.

Article 14 (Modification or Termination of the Service)

We may, at our discretion, modify the content of the Service or terminate the provision of the Service.If we decide to terminate the provision of the Service, we shall provide prior notice to Users.
We shall not be liable for any damages incurred by Users as a result of any measures taken by us pursuant to this Article.

ARTICLE 15 (DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY)

This Article contains important disclaimers and limitations of liability. Please read it carefully.

We make NO WARRANTIES WHATSOEVER that the Service will be fit for any particular purpose of the User, will have the expected functions, commercial value, accuracy, or usefulness, that the User's use of the Service will comply with applicable laws or internal rules of industry organizations applicable to the User, or that the Service will be free from defects.
IN NO EVENT SHALL WE BE LIABLE for any damages incurred by the User in connection with the Service, including, without limitation, damages arising from the interruption, suspension, termination, unavailability, or modification of the Service; deletion or loss of data posted by the User; deregistration of the User; loss of registered data resulting from use of the Service; damage to or malfunction of equipment; or any other damages suffered by the User in relation to the Service. We shall also have no obligation to refund service fees or any other payments.
Notwithstanding the preceding paragraph or any other provisions of these Terms, the above disclaimers shall not apply in cases where we have acted with WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. In such cases, we shall be liable only for actual and direct damages suffered by the User, and the total amount of such liability shall be LIMITED TO THE AGGREGATE AMOUNT OF SERVICE FEES PAID BY THE USER RING THE ONE (1) YEAR PERIOD PRECEDING THE OCCURRENCE OF THE FIRST DAMAGE, or an equivalent amount.
WE SHALL NOT BE RESPONSIBLE FOR ANY TRANSACTIONS, COMMUNICATIONS, OR DISPUTES ARISING BETWEEN A USER AND OTHER USERS OR THIRD PARTIES in connection with the Service.

Article 16 (Confidentiality)

Users shall keep confidential any non-public information disclosed by us to the User in connection with the Service that we have requested to be treated as confidential, and shall not disclose or use such information without our prior written consent.

Article 17 (Handling of User Information)

The handling of User information by us shall be governed by the provisions of our Privacy Policy, which is established separately, and Users hereby agree that we will handle their User information in accordance with such Privacy Policy.
We may, at our discretion, use and disclose information, data, and User information provided by Users to us in the form of aggregated or statistical information that does not identify individuals, and Users shall not raise any objection to such use or disclosure.

Article 18 (Amendment of the Terms)

We may amend these Terms at any time. If we amend these Terms, we shall post the amended Terms on our website or within the Service, and such posting shall cause the amended Terms to become effective.
Notwithstanding the preceding paragraph, if an amendment to these Terms materially affects Users in light of its content, we shall notify Users of such amendment. If, after such notification, a User continues to use the Service or fails to complete the deregistration procedures within the period specified by us, the User shall be deemed to have agreed to the amended Terms.

Article 19 (Communications and Notices)

All inquiries regarding the Service and other communications or notices from Users to us, as well as notices regarding amendments to these Terms and other communications or notices from us to Users, shall be made in the manner prescribed by us.

Article 20 (Assignment of Status, Rights, and Obligations)

Users shall not assign, transfer, create a security interest in, or otherwise dispose of their contractual status with us, or any rights or obligations under these Terms, to any third party without our prior written consent.
If we transfer the business related to the Service to another company, we may, in connection with such business transfer, assign to the transferee our contractual status with Users, as well as all rights and obligations under these Terms, and the Users' Registration Information and other customer information. Users hereby give their prior consent to such assignment. For the avoidance of doubt, the business transfer referred to in this paragraph includes not only ordinary business transfers, but also mergers, corporate splits, and any other transactions in which the business is transferred.

Article 21 (Severability)

If any provision of these Terms or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or any other applicable laws or regulations, the remaining provisions of these Terms and the remaining portions of the provision so determined to be invalid or unenforceable shall continue in full force and effect.

Article 22 (Governing Law and Jurisdiction)

The governing law of these Terms and the use of the Service shall be the laws of Japan.
Any and all disputes arising out of or in connection with these Terms or the use of the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Enacted on June 1, 2021