MonCargo Terms of Service

This English version is provided for reference only. Effective date: 25 July 2025

This English reference translation has been fully updated to reflect the revised Japanese master terms.
Substantive modifications have been made. In the event of any discrepancy, the Japanese original shall prevail.

Article 1 (Application of Terms of Service, etc.)

These Terms of Use (hereinafter, “these Terms”) set forth the conditions necessary for a user (hereinafter, the “Subscriber”) to use the MonCargo software service provided by MonCargo Inc. (hereinafter, the “Company”; the software service is hereinafter referred to as the “Service”). The Service includes the non-exclusive linkage between the Service and the Subscriber’s own system(s) managed or operated by the Subscriber (hereinafter, the “Subscriber System”) for the purpose of using within the Subscriber System the information supplied to the Subscriber inside the Service.
All Subscribers shall use the Service in accordance with these Terms.
A contract concerning use of the Service (hereinafter, the “Agreement”) is formed when the Subscriber, by the method stipulated in Article 3, agrees to these Terms and completes the application for use of the Service. Where the Subscriber is a juridical person, any and all acts carried out in connection with the use of the Service shall, regardless of the Company’s knowledge thereof, be deemed acts of the Subscriber itself or of the Subscriber’s officers or employees duly authorized to act on the Subscriber’s behalf.
With respect to any and all acts carried out in the Service by a person who, through the user-invitation function in the Service (hereinafter, the “Invitation Function”), is invited by the Subscriber to use the Service (such person being hereinafter referred to as the “Invitee”), the Company may, regardless of its knowledge thereof, deem such acts to be acts of the Subscriber itself or of the Subscriber’s officers or employees duly authorized to act on the Subscriber’s behalf.
An Invitee shall agree to these Terms at the commencement of use of the Service, and the provisions of Article 1, Paragraph 1; this Paragraph; Article 1, Paragraphs 6 and 7; Article 2; Articles 6 through 16; Article 17, Paragraph 2; and Article 18 and subsequent Articles shall apply mutatis mutandis to the Invitee. In such case, the term “Subscriber” in each said provision shall be deemed to include “Invitee”.
The Invitee hereby acknowledges in advance and shall make no objection whatsoever to the fact that, for any reason, if the Subscriber who invited the Invitee (hereinafter, the “Inviter”) ceases to use the Service or if the Agreement between the Company and the Inviter terminates, the Invitee will automatically become unable to use the Service.
The Company shall bear no liability whatsoever for any dispute or other trouble, including disputes, that arises between the Inviter and the Invitee or any other third party as a result of the Inviter’s use of the Invitation Function; and, if such trouble causes damage to the Company, the Inviter shall fully compensate the Company for such damage.

Article 2 (Modification of Terms and Conditions)

The Company may, in accordance with Article 548-4 of the Civil Code of Japan, amend these Terms from time to time in any of the following cases. After amendment, the Agreement shall be governed by the Terms as amended.

(1) When the amendment conforms to the general interests of Subscribers.
(2) When the amendment is reasonable in light of the purpose of the Agreement, the necessity of the amendment, the appropriateness of the amended content, and other circumstances relating to the amendment.

When amending these Terms, the Company shall determine the effective date of the amended Terms and shall notify or make widely known to Subscribers, by posting on the Service or by another method prescribed by the Company, the content of the amended Terms and their effective date no later than one week before said effective date.
Notwithstanding the preceding two paragraphs, if a Subscriber uses the Service after such notice of amendment, or fails to complete the cancellation procedures prescribed by the Company within the designated period, the Subscriber shall be deemed to have consented to the amendment of these Terms.

Article 3 (Conclusion of the Agreement)

A person who intends to become a Subscriber (including a person who intends to use the Service during the Trial Period set forth in Article 4; hereinafter, the “Applicant”) shall, upon agreeing to the content of these Terms, provide the Company with the information required by the Company (hereinafter, “Subscriber Information”) and apply for the Service (hereinafter, an “Application”) in the manner separately specified by the Company.
The Applicant shall make the Application upon accepting the content of these Terms, and at the time the Application is made, the Company shall deem that the Applicant has accepted these Terms.
Where special provisions are set forth in an individual quotation or the like, the provisions set forth in such quotation shall prevail over these Terms.
The Service shall commence on the earlier of (i) the time when the Company notifies the Subscriber of the commencement of the Service or (ii) the time when the Subscriber begins using the Service (the “Service Commencement Date”).
The Company may, at its discretion, reject an Application and refuse to conclude the Agreement, shall owe no obligation to notify the Applicant of the reasons for such rejection, and shall bear no liability for any damage incurred by the Applicant due to such rejection.

Article 4 (Service Fees)

The Subscriber shall pay the fees for the Service in accordance with the fee schedule prescribed by the Company.
Except where the Company and the Subscriber separately agree on a payment method, payment of the Service fees shall be made through all services provided by Stripe under its Stripe Connect account agreement and related rules (collectively, the “Stripe Service Agreement”). By agreeing to these Terms, the Subscriber agrees to be bound by the Stripe Service Agreement (as may be amended by Stripe from time to time). To enable provision of payment-processing services via Stripe in the Service, the Subscriber shall, at its own responsibility, provide Stripe with accurate and complete information about the Subscriber, and permits the Company to obtain such information and transaction information related to the Subscriber’s use of Stripe’s payment-processing services (excluding credit-card information such as card numbers, service codes, expiration dates, and sensitive authentication data).
Unless attributable to the Company, fees paid for the Service shall be non-refundable.
Notwithstanding the preceding paragraphs, the Subscriber may use the Service free of charge during the trial period separately prescribed by the Company (the “Trial Period”).
A Subscriber who wishes, after the Trial Period, to continue using the Service for a fee pursuant to Paragraphs 1–3 shall complete the procedures separately prescribed by the Company.
If, under Paragraph 2, payment of Service fees via bank transfer to a financial-institution account is agreed, the Subscriber shall bear the fees for such transfer as well as any costs arising from exchange-rate fluctuations when payment is made in a currency different from that stated in the quotation.

Article 5 (Term of the Agreement)

The term of the Agreement shall be the period separately agreed between the Subscriber and the Company. The start date of such period shall be the date on which use of the Service begins. Unless either the Subscriber or the Company gives notice of non-renewal at least 30 days before the end of the period, the term shall automatically renew for successive periods identical to the initial term on the same conditions, and thereafter likewise.
The Subscriber may not terminate the Agreement during its term. If the Subscriber unilaterally terminates or partially terminates the Agreement for its own reasons, the Subscriber shall pay to the Company, as a cancellation fee, the Service fees due for the remainder of the original term. Any amounts already paid shall be applied thereto, and any shortfall shall be paid separately.
If the Company determines that continuation of the Service is difficult, the Company may terminate the Agreement, and except in cases of willful misconduct or gross negligence on the Company’s part, shall bear no liability for any damage thereby incurred by the Subscriber.
Either party may terminate all or part of the Agreement immediately without notice or demand if the other party falls under any of the following items:

(1) A bill or check is dishonored;
(2) An attachment, provisional attachment, provisional disposition, or auction is filed, or disposition for failure to pay taxes is effected;
(3) A petition is filed for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other insolvency proceedings, or the party enters liquidation;
(4) Other reasonable grounds arise for judging that provision of the Service will become difficult;
(5) The party resolves to dissolve or intends to transfer all or a material part of the business pertaining to performance of the Agreement to a third party;
(6) The party receives cancellation or suspension of business by its supervisory authority, intends to discontinue or transfer its business, and is reasonably deemed unable to perform the Agreement;
(7) An act in violation of Article 15 is committed.

If the Company terminates the Agreement pursuant to the preceding paragraph due to the Subscriber’s falling under any item thereof, the Subscriber shall immediately pay the cancellation fee under Paragraph 2 to the Company.
If the Subscriber terminates the Agreement pursuant to the preceding paragraph due to the Company’s falling under any item thereof, Paragraph 2 shall not apply, and no cancellation fee shall arise.
Even after termination of the Agreement, the provisions of Article 1, Paragraphs 6 and 7; Article 4, Paragraph 3; Article 5, Paragraphs 2 through 6; Article 7, Paragraphs 2 and 4; Article 8, Paragraphs 5 and 6; Article 11; Article 12; Article 14; Article 15, item 10; Article 16; and Articles 18 through 22 shall remain in force. However, Article 15, item 10 and Article 16 shall persist for the periods respectively specified therein.

Article 6 (Provision of the Service)

The Company shall provide the Service to the Subscriber with the care of a prudent manager in accordance with the Agreement.
The content of the Service shall be as separately specified by the Company.

Article 7 (Use of the Service)

The Subscriber shall, at its own cost and responsibility, prepare all environments (including the Subscriber System) necessary for receiving provision of the Service, such as equipment, communication means, and means of transportation. All communication costs necessary for use of the Service shall be borne by the Subscriber.
The Subscriber shall be responsible for managing information relating to the Subscriber and its communication devices. The Subscriber shall bear liability for damages arising from inadequate management of registered information (meaning, collectively, Subscriber Information and information registered by the Subscriber in the Service after commencement of use; hereinafter, “Registered Information”) or communication devices, mistaken use, or use by a third party, and the Company shall bear no responsibility unless due to its willful misconduct or gross negligence.
If there is a risk that the Subscriber’s information or communication devices may be used by a third party, the Subscriber shall immediately notify the Company and follow any instructions given by the Company.
For any reason whatsoever, upon termination of the Agreement or cessation of use of the Service (including the case where the Subscriber does not continue use after the Trial Period), the Company may take measures to prohibit the Subscriber from accessing the Service and shall bear no responsibility for damages thereby incurred by the Subscriber.

Article 8 (Service Level)

The Company shall accept inquiries or consultations from the Subscriber regarding investigation of causes and countermeasures when the Service does not function normally.
The Company will not provide support for matters other than those described in the preceding paragraph, including inquiries regarding the Subscriber System, services or software individually introduced by the Subscriber, software used in combination with the Service (excluding those provided by the Company as part of the Service), or inquiries regarding the internal structure of the Company’s service environment.
The Company shall bear no liability for any damage incurred by the Subscriber due to addition, change, interruption, or termination of the content of the Service. The same shall apply if display speed decreases or failures occur due to excessive access or other unforeseen factors.
The Company shall have no obligation to store Registered Information.
The Company assumes no responsibility for the legality, morality, reliability, accuracy, or conformity with internal rules of the corporation to which the Subscriber belongs, of Registered Information.
The Company shall bear no liability even if a security incident such as unauthorized access or hacking by a third party occurs due to functional limitations of the equipment used by the Subscriber (including the Subscriber System) or the Subscriber’s failure to update the Company’s application program.

Article 9 (Response to Failures and Maintenance)

If the Subscriber discovers any malfunction or failure of the Service, the Subscriber shall promptly notify the Company. In the event of a malfunction, the Subscriber shall perform necessary tasks such as rebooting in accordance with the Company’s instructions. If the Company deems it necessary for maintenance or other reasons, it may suspend or change the Service without notice to the Subscriber. Article 10 (Security Assurance) The Company shall manage Registered Information as confidential information and take appropriate security measures.
The Subscriber must take appropriate measures, such as managing Registered Information, to prevent unauthorized use of the Service.

Article 11 (Prohibition on Assignment of Rights and Obligations)

The Subscriber shall not assign, lend, or otherwise transfer to any third party any rights or obligations under the Agreement.

Article 12 (Prohibition of Resale, etc.)

Except as otherwise provided in these Terms or with the Company’s prior consent, the Subscriber shall not resell, sublicense, or otherwise provide direct access to all or part of the functions of the Service to any third party, nor, without the Company’s prior consent, provide for consideration all or part of data obtained through the Service to any third party.

Article 13 (Subcontracting)

The Company may, at its responsibility, subcontract to a third party all or part of the work related to provision of the Service under the Agreement. Article 14 (Copyright, etc. of the Service) Software, content, and the like provided by the Company in the Service are protected by copyrights and other intellectual-property rights held by the Company or third parties. Unless otherwise specified, the Subscriber may not reproduce, adapt, publicly transmit (including making transmittable), modify, de-compile, de-assemble, reverse-engineer, or otherwise process the same.
The Company may reproduce, adapt, and automatically publicly transmit (including making transmittable) content registered by the Subscriber in the Company’s service environment, only for the purpose of operating the Service.

Article 15 (Prohibited Acts)

The Subscriber shall not engage in any of the following acts when using the Service. If the Company judges that the Subscriber’s act falls or may fall under any of the following, the Company may, without prior notice, impose restrictions on use, terminate the Agreement pursuant to Article 5, or take any other measures it reasonably deems necessary. Determination of whether an act constitutes a prohibited act shall be made at the Company’s discretion, and the Company shall bear no obligation to explain its criteria.

(1) An act violating these Terms;
(2) Registering Registered Information that includes:
- a) An e-mail address including a domain acquired improperly;
- b) An e-mail address including a domain not owned by the corporation, etc. to which the Subscriber belongs (provided, however, that if such corporation owns no domain, an e-mail address permitted by said corporation for use in the Service may be used);
- c) Any other false or inaccurate information;
(3) An act that infringes or may infringe copyrights, trademarks, patents, or other intellectual-property rights of the Company or a third party;
(4) Reproducing, altering, editing, deleting, combining with other programs, reverse-engineering, de-assembling, de-compiling, building mirror sites of all or part of the Service, or similar acts;
(5) Accessing the Service or obtaining information related to the Service by scraping, crawling (using crawlers, robots, spiders, or similar programs), or other similar means;
(6) Attempting to disable or disabling security related to the Service;
(7) Transmitting to, or making receivable by, the Service viruses or other harmful programs, or imposing excessive load on computers, servers, networks, or systems used to operate the Service;
(8) Interfering with the Company’s business activities, operation of the Service, or other Subscribers’ use of the Service;
(9) Using the Service by impersonating a third party through use of another Subscriber’s account or otherwise;
(10) Acts that cause disadvantage or damage to the Company or third parties;
(11) Acts that damage the credibility of the Service or the Company;
(12) Disseminating information through the Service that runs counter to governmental policies or discriminates on the basis of race or ethnicity;
(13) Acts prohibited by laws, governmental regulations, or public order and morals;
(14) Use of the Service by any person or entity that directly or indirectly conducts a business or service similar to or competing with the Service;
(15) Using the Service for the purpose of developing or providing, by oneself or through a third party, a service similar to or competing with the Service;
(16) Any other acts that the Company deems inappropriate.

Article 16 (Handling of Confidential Information)

The Subscriber and the Company shall strictly and appropriately manage all information concerning the other party’s technology, business, and other matters obtained in connection with provision or use of the Service (including know-how regarding the Service, information related to the Company’s systems, and all technical or business information; hereinafter, “Confidential Information”), and shall not, without the prior written consent of the other party, disclose, provide, or divulge such Confidential Information to any third party (including the Company’s affiliates and subcontractors). The following information shall not constitute Confidential Information:

(1) Information already in possession at the time of disclosure;
(2) Information already public at the time of disclosure or thereafter becoming public through no fault of the recipient;
(3) Information lawfully obtained from a third party after disclosure;
(4) Information developed or created independently without reference to Confidential Information;
(5) Information required to be disclosed pursuant to laws or a court order.

Upon the other party’s instruction or upon termination of the Agreement, the Subscriber and the Company shall promptly, in accordance with such instruction, restore and return or destroy Confidential Information and thereafter refrain from using it.
Where the Company discloses the Subscriber’s Confidential Information to its affiliates or subcontractors with the Subscriber’s consent, the Company shall bear no responsibility for such affiliates’ or subcontractors’ handling of such Confidential Information.
This Article shall remain in force for five years after termination of the Agreement.
Notwithstanding the preceding paragraphs, the Company may use the Subscriber’s Confidential Information and other data and information provided by the Subscriber in connection with the Service for the purposes of providing and operating the Service, improving and enhancing the Service, and developing new services.

Article 17 (Modifications and Discontinuation of the Service)

The Company may discontinue provision of the Service. In such case, the Company shall give the Subscriber one month’s prior notice.
For purposes such as improvement of the Service, the Company may, at its discretion, add to, change, modify, or discontinue the content of the Service.

Article 18 (Damages and Disclaimers)

The Company makes no warranty whatsoever as to the completeness, accuracy, validity, etc. of the content of the Service, nor does it warrant that the Service or the Subscriber System will be free from interruption, suspension, or other failures.
The Service may transition to other services operated by third parties related to the Service (hereinafter, “External Services”). In such case, the Subscriber shall, at its own responsibility and expense, agree to the terms of use, etc. of such External Services and use the Service and the External Services. The Company makes no warranty whatsoever as to the completeness, accuracy, validity, etc. of the content of External Services.
The Company shall bear no responsibility for any damages incurred due to the Subscriber’s failure to change information provided to the Company.
The Subscriber shall, at its own cost and responsibility, verify that use of the Service does not violate any applicable laws, regulations, directives, guidelines, or industry rules of Japan or any foreign country (collectively, “Applicable Laws”). The Company bears no responsibility even if the Subscriber violates any Applicable Laws in connection with its use of the Service.
The Company shall bear no responsibility for any damage incurred by the Subscriber due to theft of information related to the Subscriber caused by unexpected unauthorized access, etc.
The Company shall bear no responsibility for non-performance of all or part of the Agreement caused by force majeure, including natural disasters, fires, strikes, embargoes, wars, civil unrest, or epidemics.
The Company shall bear no liability for any disputes (whether inside or outside the Service) between the Subscriber and third parties; such disputes shall be resolved at the Subscriber’s own cost and responsibility.
If the Company causes damage to the Subscriber by breaching the Agreement, the Company shall indemnify the Subscriber only for ordinary and direct damages up to the total amount of Service fees paid by the Subscriber during the one-year period immediately preceding the date on which the damage arose.
In no event shall the Company be liable for lost profits, indirect damages, punitive damages, or any other special damages incurred by the Subscriber arising from use of the Service.

Article 19 (Exclusion of Anti-Social Forces)

The Subscriber and the Company represent and warrant that, upon conclusion of the Agreement, neither they nor their officers or employees fall, and will not in the future fall, under any category of anti-social forces set forth below (collectively, “Anti-Social Forces”), and that they do not and will not have dealings with Anti-Social Forces:

(1) “Organized crime groups, organized crime group members, quasi-members of organized crime groups, organized crime-related companies, racketeers, groups engaging in criminal activities under the pretext of political or social movements, special-intelligence organized crime groups, or equivalents” as defined in the National Police Agency’s “Guidelines for Measures against Organized Crime”;
(2) Persons having deep personnel, capital, or economic relationships with any of the foregoing for purposes such as providing funds or conveniences or obtaining illicit benefits.

The Subscriber and the Company covenant that they will not, by themselves or through third parties, engage in any of the following acts:

(1) Acts using fraud, violence, or threatening language;
(2) Illegal or unreasonable demands;
(3) Acts obstructing business;
(4) Acts damaging the honor or credibility of the other party;
(5) Any act equivalent to the foregoing.

Article 20 (Force Majeure)

Neither the Subscriber nor the Company shall be liable to the other for delay or failure in the performance of all or part of the Agreement due to force majeure, including earthquakes, typhoons, tsunamis, storms, floods, epidemics, infectious diseases, other natural disasters, wars, riots, civil unrest, terrorism, labor disputes, strikes, enactment or amendment of laws, or orders or dispositions by public authorities.

Article 21 (Agreed Jurisdiction)

The Tokyo District Court shall have exclusive jurisdiction in the first instance over any litigation relating to the Service.

Article 22 (Governing Law)

These Terms and the Agreement shall be governed by the laws of Japan.

Article 23 (Language)

If these Terms are prepared in English or any language other than Japanese (collectively, “Non-Japanese Versions”), the Japanese version shall be the authentic text, and in case of any discrepancy between the Japanese version and any Non-Japanese Version, the Japanese version shall prevail.