General Terms and Conditions of Service Agreement for “Scan to salesforce”

Clause 1

Article 1 (Service Agreement)

1. Under the provisions of this General Terms and Conditions of Service Agreement (hereinafter referred to as “the Agreement”), SANSAN shall provide the Service to the person/entity who has applied for the use of the Service (hereinafter referred to as “the Customer”).

2. The Customer shall agree to the Agreement to use the Service, and any Customer who gave consent to the Agreement by clicking the Agree button of the Service which indicates the consent to the Agreement or by affixing his or her signature or name and seal on the application form which refers to the Agreement shall be deemed to have given consent to the Agreement.

3. When the Customer gives consent to the Agreement and uses the Service under the name of the corporate body or the other entity to which he or she belongs, the Customer is deemed to have the authority to enter into the Agreement and to have entered into the Agreement on behalf of the corporate body or the other entity. In the case where the Customer do not have such authority and cannot attribute the effects of the Agreement to the corporate body or the other entity to which he or she belongs, the Customer who gave consent to the Agreement and used the Service shall assume all the responsibilities and liabilities that arise from the Agreement and SANSAN shall be able to decide at its own discretion whether to affirm the Agreement or to cancel it.

4. When the Customer is a minor or a person with limited legal capacity under the laws and regulations of the government, agencies, etc. of the country where the Customer actually uses the Service, the Customer is deemed to use the Service after obtaining the consent of the statutory agent such as the parent. In addition, when the Customer gives consent to the Agreement and uses the Service, the Customer is deemed to have expressed the acquirement of the consent of the statutory agent such as the parent.

5. If there are other separate provisions with regards to the use of the Service setting out other licenses concerning the Service applicable to the Customer and other conditions applicable to our partner companies, the other separate provisions shall prevail over this General Terms and Conditions.

6. The original General Terms and Conditions of Service Agreement in Japanese shall have the binding force and this General Terms and Conditions of Service Agreement translated into English from the original one is for reference materials.

Article 2 (Outlines of Service)

The outlines of the Service is described as follows. The Customer will entrust to SANSAN the handling of the business contact information on business cards used in his or her business (hereinafter called the “business contact information”).

(1) SANSAN shall provide the Customer a business card scanning application software with OCR and other methods to record business card data (hereinafter called the “Business Card Scanning Application Software, etc.”) which are compatible with the Salesforce platform provided by Salesforce.com depending on the terms and conditions of the agreement with the Customer.

(2) SANSAN shall receive via the Internet the data on business cards which the Customer recorded with the Business Card Scanning Application Software, etc. , and convert the image data of characters to the text data (hereinafter called “text data conversion”).

(3) SANSAN shall provide the business contact information for the Customer's use, using SANSAN's original application software (hereinafter called “SANSAN’s application software”).

(4) The customer may use the Salesforce add-in application software provided by Salesforce.com under a separate agreement between the Customer and Salesforce.com and may upload and use the business contact information on the Salesforce platform.

(5) SANSAN will provide the Customer with other various additional services through the above-mentioned application software depending on the terms and conditions of the agreement with the Customer.

Article 3 (Amendments of the Agreement)

1. SANSAN may alter, amend, modify or change the Agreement at its discretion. The Agreement after the alteration, etc. thereof shall take effect from the time indicated on the websites and applications operated by SANSAN (hereinafter referred to as “the website of the Service”)

2. When the Customer continues to use the Service after the alteration, etc. of the Agreement, the Customer is deemed to have given consent to all of the provisions written under the Agreement after the alteration, etc. thereof.

Chapter 2 Contract

Article 4 (Conclusion of the Agreement)

1. The Customer may apply for the use of the Service to SANSAN by agreeing to this General Terms and Conditions and follow the necessary procedures designated by SANSAN. The Customer shall provide without delay the data which is necessary for SANSAN to offer the Service (hereinafter referred to as “the Registered Data”).

2. The Service Agreement shall be deemed entered into between the Customer and SANSAN as of the time when the Customer completed the application procedures designated by SANSAN. However, if SANSAN expresses an objection after the application, this Agreement shall become null and void retroactively from the point of time when the Customer applied for the Service.

3. This Service shall start from either of the following dates, whichever earlier(hereinafter referred to as the “starting date”):
(1) the date when SANSAN informs the Customer of the commencement of the Service; or
(2) the date when the Customer starts the use of the Service.

Article 5 (Service Content)

SANSAN provides the Service based on the Registered Information. SANSAN shall not have warranty obligation in case that SANSAN cannot provide the Service due to the error in the Registered data (The Customer shall pay the service charge even in this case.). Also, the Customer shall have the User use one User ID, and shall not have several users share the ID excluding when SANSAN permitted it in particular.

Article 6 (Payment)

The Customer may, in principle, use the Service without charge. However, all or part of the Service may become paid service in any of the following cases. In such a case, the Customer shall comply with the separate terms and conditions regarding the provision of paid service stipulated by SANSAN:
(1) in a case where SANSAN notifies the Customer that all or part of the Service will become paid service by way of an announcement on the website of the Service or other appropriate methods;
(2) in a case where there are other separate provisions with regards to the use of the Service setting out other licenses concerning the Service applicable to the Customer and other conditions applicable to our partner; or
(3) in a case where SANSAN determines it necessary to restrict the use of the Customer and to charge the Customer when, for example, the use of the Service or the amount of data transfer by the Customer is beyond the reasonable extent expected by SANSAN and interfers with the provision of the Service to other customers.

Article 7 (Term of Agreement)

1. This Agreement shall become effective from the starting date of the Service and shall continue until when the Customer cancels or terminates the Service.
2. In the event that the continuation of this Service becomes difficult, SANSAN shall be entitled to terminate this Agreement at its own discretion by way of informing the Customer thereof.

Article 8 (Cancellation)

Notwithstanding the foregoing, either of the parties hereto shall be entitled to cancel this Agreement with immediate effect, without sending any prior notice to the other party if any of the following events occurs on the other;
(1) breaches of any provision of this Agreement;
(2) check dishonor, suspension of bank transaction;
(3) revocation of business license, business suspension by the regulatory agency;
(4) issuance of an order for provisional attachment, provisional disposition, auction, or seizure of the assets or property as a result of one's delinquency of payment;
(5) insolvency, bankruptcy, liquidation or dissolution;
(6) petition for any proceedings under the provisions of any insolvency or bankruptcy law or any law for relief of debtors;
(7) breaches of the prohibitions provided under Article 14 hereof;
(8) breaches of the commitment under Article 24 hereof; and
(9) the event in which there is a reasonable ground for one party to consider the individual business will be difficult to handle.

Article 9 (Effect of Termination)

1. In the event that this Agreement has come to an end due to expiration of its duration, termination, or cancellation, SANSANmay, at its discretion, dispose of any and all business contact information in accordance with the methods set out by SANSAN unless otherwise provided herein.
2. SANSAN will not provide any means or methods to the Customer to download or otherwise save the business contact information at the time of the cancellation or termination of the Agreement. However, SANSAN may sometimes provide certain download functions as a part of the Service depending on the terms and conditions of the agreement.

Chapter 3 Usage

Article 10 (Level of Service)

1. SANSAN will not provide any supporting service relating to the Service through the website of the Service, or by paying visits, by telephone, by e-mail or by post. However, in the event when supporting services are included in the agreement selected by the Customer, the supporting services shall be provided according to the content thereof.
2. SANSAN shall not take any responsibility relating to any damages incurred to the Customer by the additions, alterations, amendments, modifications or changes to the contents of the Agreement or the suspension or termination of the Agreement. The same shall apply when the deduction of the displaying speed or other disorders occur due to excess of accesses and other unpredicted causes.
3. SANSAN shall have no obligation to monitor and preserve the information registered by the Customer.
4. SANSAN shall not take any responsibility relating to the legality, morality, credibility, or accuracy of the information registered by the Customer, or the conformity to the internal rules and regulations of the corporate body or the other entity to which the Customer belongs.
5. SANSAN shall not guarantee in any kind relating to the merchandise attributes, suitability to certain purposes, integrity, accuracy, certainty, usefulness, legality, availability, etc. with regard to the contents of the Agreement, the information and software accessible through the Service, etc., irrespective of them being written or unwritten.
6. SANSAN shall give no guarantee, upon providing the Service, relating to the processing speed, processing matters, processing quality, processing languages, etc. with regard to the text and image data conversion of business cards.
7. SANSAN shall give no guarantee in the event when a security incident occurs such as an unauthorized access by the third party and a hacking occurs due to the restriction on functions by the machines used by the Customer or to the failure by the Customer of upgrading the program of the application of the Service.

Article 11 (Database Service)

SANSAN may provide additional services linked up with the database service of the third party. The Customer shall agree to the following when using the database service in addition to the separately prepared stipulation.
(1) Copyrights and any and all rights in connection with the database information belong solely and exclusively to SANSAN or the provider of the information.
(2) Information provided for the database service shall not be used for any purpose other than internal use. The use of the information for other purposes, including, but not limited to copying, selling, publishing, publicly-announcing, and distributing, is strictly prohibited.

Article 12 (Usage of Registered Data by Customer)

1. The Customer shall download and use the business card data registered with the SANSAN applications based on the Customer’s own judgments and responsibility, and SANSAN assumes no responsibility regarding the usage
of the Registered Data by the Customer.
2. The preceding paragraph shall apply when the Customer connects to the other external services and uses the business card data through the Service which SANSAN provides.

Article 13 (Temporary Suspension of the Service)

SANSAN may temporarily suspend this Service without notice in advance in the events including, but not limited to, the following:
(1) when an unavoidable situation occurs relating to the maintenance of or work on the system or telecommunications facilities necessary to provide the Service, or when an unavoidable disorder occurs;
(2) when it is difficult to provide the Service properly due to the excess burden on the Service or a disorder thereof, or when SANSAN determines as such;
(3) when SANSAN recognizes the possibility that the Customer or a third party would suffer significant damages through the provision of the Services due to the alteration of data or hacking relating to the Service; and
(4) when it is difficult to provide the Service due to the suspension of the provision of telecommunications services by telecommunications carriers at home and abroad, power supply services by electric companies and other public services.

Article 14(Prohibited Matters)

The Customer shall be prohibited from the following upon the use of the Service:
(1) act in breach of the Agreement;
(2) act of registering or recording information acquired illegaly or information not owned by the corporate body or other entity to which the Customer belongs;
(3) act of infringing upon copyright, trademark right, patent and other intellectual properties of SANSAN or the other third party or act of enabling such an infringement;
(4) act of copying, alteration, editing, or erasing of all or part of the Service, combining the Service with other programs, reverse engineering, reverse assembling, reverse compiling or setting up of a mirror site;
(5) act of gaining access to the Service or obtaining information relating to the Service by way of scraping, crawling (by crawlers, robots or programs such as spiders) and the other similar means;
(6) act of attempting to nullify or nullifying the security relating to the Service;
(7) act of placing a load on the Service by sending harmful program, such as a virus, to the Service or placing the Service in such a situation as to be able to receive such a harmful program;
(8) act of distributing information disadvantageous to the administrations pursuant to the policies of such an administration or distributing discriminatory information by way of using the Service;
(9) act prohibited by laws, regulations, and other administrative rules and notices or act against public order and morality;
(10) act of using the Service for commercial use, selling, leasing, lending or sub-licensing the rights under the Agreement;
(11) act of using the business contact information converted to text data under the Service for the purpose other than using them only for his or her own handling; and
(12) act prohibited in the Agreement.

Chapter 4 Handling of Information

Article 15(Secure Management)

1. SANSAN shall securely handle the business contact information and the information of the Customer (hereinafter referred to as the "User Information") as confidential information, and take appropriate data security measures.
2. The Customer shall take appropriate measures on the management of ID, password, etc., to prevent the illegal use of this Service.

Article 16 (Privacy Policy)

1. The Customer shall provide SANSAN the User Information legally obtained in accordance with Private Information Protection Law and other related regulations.
2. SANSAN shall handle the Customer's personal information according to the privacy policy of SANSAN.
3. SANSAN shall not ever disclose nor leak the personal information provided by the Customer to the third party notwithstanding the term of this Agreement.
4. SANSAN shall not use, process, copy, nor reproduce personal information provided from the Customer for any purpose other than the provision of this Service unless otherwise provided herein.
5. In the event that the leakage, loss, or damage of the information provided by the Customer should occur, SANSAN shall promptly inform the Customer of the event, investigate the cause, and take measures required to prevent the expansion of the event.

Article 17 (Usage of the Information)

1. In addition to the foregoing, SANSAN will use the User Information:
(1) to provide the Service;
(2) to build, improve, or maintain the systems of the Service;
(3) to identify individuals and erase overlapping information, to edit our dictionary, or to perform corrections upon text data conversion;
(4) for us to provide services other than this Service;
(5) to handle queries or requests from customers;
(6) to perform customer satisfaction surveys on such matters as the usage situation or environment of the Service; or
(7) to offer advertisements, recruiting information, other service information from SANSAN or our allied partner companies.
2. SANSAN may publicly disclose or offer to others the User Information which have been processed so that no individual customer or person shall be identified. The same shall apply to the case where SANSAN performs such conducts though contractors.
3. SANSAN may acquire feedbacks relating to the Service from the Customer. The Customer shall agree that SANSAN may use and continue to use such feedback information without charge even after the termination or cancellation of the Agreement.

Article 18(Release of the cases)

1. SANSAN is entitled to release the Customer's company name as one that introduced this Service unless the Customer requires otherwise.
2. The Customer shall permit the use of its logo and trademark to SANSAN within a necessary extent in the event when SANSAN releases cases.

Chapter 5 General Provisions

Article 19 (Confidentiality)

The Customer and SANSAN shall keep secret and confidential any and all technical, operational, and other business-related information supplied by each of the parties. The same shall apply to the terms and conditions hereunder. However, notwithstanding the preceding, materials and information falling under any one of the following items shall not be included in the confidential information which shall be kept secret and confidential (hereinafter referred to as the “Confidential Information”):
(1) those that have been already known to the public or become known to the public for the reasons not attributable to either party;
(2) those that have been already in the possession of the other party;
(3) those that are received from a third party without confidentiality;
(4) those whose disclosure is permitted by the other party in writing; and
(5) those that are developed independently or known without the use of the Confidential Information.

Article 20 (Default Charge)

When the Customer fails to make any payment when due hereunder, the Customer shall pay the default charge on payment by the legal interest for commercial contract of 6 %, together with principal from the date payment becomes due until the date payment is made.

Article 21 (Assignment)

The Customer shall neither assign nor transfer to any third party, nor hypothecate any rights or obligations hereunder without prior written approval by SANSAN.

Article 22 (Ownership)

The ownership, copyrights, trademarks, patents, and any other rights of the things SANSAN will provide to the Customer in the course of performance of this Agreement, including, but not limited to, software and hardware, belong, unless this Agreement stipulates otherwise solely and exclusively to SANSAN or the third parties which give SANSAN permission to utilize them, and the Customer shall not have any right relating to them in any case.

Article 23 (Reconsignment)

1. SANSAN shall be able to consign all or part of the work of this Service to the third parties, which shall not be relieved of any obligation hereunder, and SANSAN shall be liable for any damage arising out of or in connection with the consignment.
2. SANSAN may assign work like server operations of this Service to an operator of a data center. The Customer shall agree that the Entrusted data from the Customer may be transferred to and processed at the servers outside of the country of residence of the Customer.

Article 24 (Elimination of Anti-Social Forces)

1. The Customer and SANSAN declare that neither of us is a gang, a gangster, a quasi-member of a gang, a company related to the underground, a corporate racketeer, a rogue who proclaims himself as a social activist, a crime syndicate with special abilities, nor other similar anti-social forces, and commit ourselves that neither of us will not fall under the category listed above for the future.
2. The Customer and SANSAN commit ourselves that neither of us shall make abuseful demands nor undue claims beyond legal liabilities, shall use intimidatory behavior nor violence concerning transactions, shall spread rumor, use fraudulent means nor force to damage credit nor obstruct business of a company, shall foster the activities of anti-social forces, contribute to their businesses nor provide benefits thereto, nor shall do any other equivalent acts listed above.

Article 25(Damages)

SANSAN shall assume no responsibility or liability for any damages, including, but not limited to, general damages, proximate damages, lost profits, consequential damages, punitive damages or other special damages. However, SANSAN shall assume responsibility or liability to the extent obligated by laws when the Customer suffers damages due to SANSAN’s willful misconduct or gross negligence.

Article 26 (Indemnities)

1. The Customer shall indemnify SANSAN from and against any and all claims, damages, losses, demands, costs or expenses resulting directly or indirectly from the use of the Service.
2. In no event shall SANSAN be responsible or liable for any disputes or damages (hereinafter referred to as “Disputes”) arisen between the Customer and the third party resulting directly or indirectly from the use of the Service nor for any Disputes caused by reasons attributable to the Customer. Examples of Disputes include, but are not limited to, the following:
(1) Disputes that arise when the effects of the Agreement cannot be attributed to the corporate body or the other entity to which the Customer belongs; and
(2) Disputes, due to the information registered by the Customer, resulting from the use of the Service by any user who does not belong to the corporate body or the other entity to which the Customer belongs.
3. The Customer shall compensate SANSAN for the damages and expenses (including, but not limited to, attorney’s fees) due to the cause attributable to the Customer and shall indemnify the liabilities of SANSAN caused as such.

Article 27(Force Majeure)

SANSAN shall not be liable to the Customer for any failure or delay in the performance of any of its obligations under this Agreement for the period and to the extent such failure of delay is caused by acts of God, typhoons, earthquakes, electric power failure, fires, labor disputes, riots, epidemics, failure or delay by the suppliers, changes in laws or orders, actions by the government or any government agency, embargoes, or other similar or different contingencies beyond reasonable control of SANSAN.

Article 28 (Governing Law and Jurisdiction)

1. This Agreement shall be governed by the laws of Japan in all respects of validity, construction and performance thereof.
2. All lawsuits arising out of or in connection with this Agreement shall be exclusively brought in the Tokyo District Court or Tokyo Summary Court of Japan according to the sum of the claim for the first instance.

Article 29 (Export Restrictions)

When the Customer intends to export any data, knowledge or information relating to the Service to overseas, the Customer shall comply with the laws and regulations relating to the export and shall, if necessary, acquire any permission of export or re-export from the related governments and other authorities on the Customer’s own responsibilities and expenses.

Article 30 (Independent Contractor)

With regard to the relationship between the Customer and SANSAN, both the parties are independent contractors and do not constitute legal partners, employment relationships, and agents with each other.

Article 31 (Non-Waiver)

Even if SANSAN do not request that the Customer implement the duties on the Agreement or such request is delayed, such right for SANSAN and the right of SANSAN to request the other remedies shall not be waived.

Article 32 (Entire Agreement・Severability)

1. The Agreement includes the entire agreement between the Customer and SANSAN and has priority over any agreement or understanding made before conclusion of the Agreement regardless of whether agreement or understanding is made in writing or orally.
2. Even if a part of the stipulations of the Agreement is invalidated pursuant to the laws or by the judgment of the court, the other stipulations of the Agreement remain valid.

Article 33 (Special Provision for Certain Customers and those in Certain Countries)

[For Customers who use the Service in the European Economic Area and handle personal information of data subjects in the European Economic Area]
SANSAN complies with the General Data Protection Regulation (GDPR). Therefore, Standard Contractual Clauses (SCC) is applied to Customers who give consent to the Agreement and use the Service in the European Economic Area, and Customers who give consent to the Agreement, use the Service and handle personal information of data subjects in the European Economic Area, in addition to the Agreement.

Supplementary Provisions
1. This General Terms and Conditions of Service Agreement shall be put into force as of November 10, 2018.