MonCargo Terms of Service

Effective Date: Dec 16, 2024

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

These Terms of Service (hereinafter referred to as the "Terms") set forth the conditions necessary for subscribers (hereinafter referred to as the "Subscriber") of the MonCargo software service (hereinafter referred to as the "Service") provided by MonCargo, Inc. (hereinafter referred to as the "Company"). The Service includes the non-exclusive integration of the Service with the Subscriber’s management or operational system (hereinafter referred to as the "Subscriber System") to utilize information provided within the Service.
All Subscribers to the Service shall use the Service in accordance with these Terms and under the conditions set forth herein.
A contract for the use of the Service (hereinafter referred to as the "Agreement") is established when the Subscriber agrees to these Terms and completes the application for use of the Service in the manner specified in Article 3. If the Subscriber is a corporation, any actions related to the use of the Service may, regardless of recognition, be deemed by the Company as actions of the Subscriber itself or of officers or employees of the Subscriber duly authorized to act on behalf of the Subscriber.
Regarding the Service's user invitation feature (hereinafter referred to as the "Invitation Feature"), the Company may consider any acts performed by invitees of the Subscriber (hereinafter referred to as "Invitees") while using the Service, regardless of recognition, as acts of the Subscriber itself or of the Subscriber’s officers or employees duly authorized to act on behalf of the Subscriber.
Invitees must agree to these Terms upon starting to use the Service. Provisions in Article 1, Paragraph 1; this Paragraph; Paragraphs 6 and 7 of Article 1; Article 2; Articles 6 to 16; Article 17, Paragraph 2; and all provisions of Article 18 and subsequent articles shall apply to Invitees. In this case, "Subscriber" as used in the relevant articles shall also include "Invitees."
Invitees acknowledge in advance and agree without objection that they will no longer be able to use the Service if the Subscriber who invited them (hereinafter referred to as the "Inviter") ceases to use the Service or if the Agreement between the Company and the Inviter is terminated, regardless of the reason.
The Company assumes no responsibility for any disputes or issues arising between the Inviter, Invitees, or any third parties due to the use of the Invitation Feature. Should the Company incur damages due to such disputes, the Inviter shall compensate the Company for all such damages.

Article 2 (Modification of Terms and Conditions)

The Company may change the Terms and Conditions at any time in accordance with the provisions of Article 548-4 of the Civil Code, if any of the following items applies. After the Terms and Conditions have been modified, the modified Terms and Conditions shall apply to this Agreement.

(1) When the modification of the Terms and Conditions conforms to the general interest of the subscriber.
(2) When the modification of the Terms and Conditions is not contrary to the purpose for which the agreement was made and is reasonable in light of the necessity of the modification, the reasonableness of the modified contents and the details thereof, and other circumstances pertaining to the modification.

When modifying the Terms of Service, The Company will determine the effective date of the modified Terms of Service, and notify the subscriber of the contents and effective date of the modified Terms of Service at least one week prior to the effective date by notifying the subscriber, by displaying the modified Terms of Service on the Service, or by any other method prescribed by The Company.
Notwithstanding the provisions of the preceding two paragraphs, if the Subscriber uses the Service after the changes in the Terms and Conditions in the preceding paragraph are made known to the Subscriber, or if the Subscriber does not follow the procedures for cancellation within the period specified by the Company, the Subscriber is deemed to have agreed to the changes in the Terms and Conditions.

Article 3 (Conclusion of Contract, etc.)

a person who wishes to become a subscriber (hereinafter referred to as "applicant") The person who wishes to become a subscriber (hereinafter referred to as "subscriber") shall, upon agreeing to the contents of these Terms and Conditions, provide the information requested by the Company (hereinafter referred to as "subscriber information") to the Company in accordance with procedures separately determined by the Company. (hereinafter simply referred to as "Subscriber") agrees to the terms and conditions of this Agreement, provides information requested by the Company (hereinafter referred to as "Subscriber Information"), and applies for the Service (hereinafter referred to as "Application").
The Subscriber shall accept the terms and conditions of this Agreement before making an application, and upon making an application, the Company shall deem that the Subscriber has accepted the terms and conditions of this Agreement.
If there are special provisions in individual quotations, etc., the contents of the quotation, etc. shall take precedence over these Terms and Conditions.
The Service shall commence at the earlier of the time when the Company notifies the Subscriber of the commencement of the Service or when the Subscriber commences use of the Service (hereinafter referred to as the "Commencement Date of Use").
The Company may, at its discretion, change the date of application for the Service. The Company may, at its discretion, reject an application and not conclude this Agreement, and shall not be obligated to notify the applicant of the reason for such rejection, and shall not be liable for any damages incurred by the applicant as a result of such rejection.

Article 4 (Service Fees)

The Subscriber shall pay the Service fee in accordance with the fee schedule determined by the Company.
Unless the Company and Subscriber separately agree on a payment method, payment of the Service fee shall be made in accordance with the Stripe Connect Account Agreement (including the Stripe Terms of Service and other rules and regulations established by Stripe, collectively, the "Stripe Service Agreement") provided by Stripe. Stripe Connect Account Agreement (Stripe Terms of Service Agreement) The services provided by Stripe are subject to the Stripe Connect Account Agreement (including the Stripe Terms of Service and other rules and regulations established by Stripe, collectively, the "Stripe Service Agreement"). By accepting these Terms and Conditions, you agree to be bound by the Stripe Service Agreement (as may be amended by Stripe from time to time, including as amended). By agreeing to these Terms, Subscriber agrees to be bound by the Stripe Service Agreement (as may be amended by Stripe from time to time, including as amended). In order to provide payment processing services through Stripe for the Service, Subscriber agrees to provide Stripe with accurate and complete information about Subscriber at Subscriber's own risk, and agrees that Company may use such information and the payment processing services provided by Stripe to provide Subscriber with You agree to provide Stripe with accurate and complete information about Subscriber at your own risk and permit us to obtain such information and transaction information related to Subscriber's use of payment processing services provided by Stripe (excluding credit card information including credit card number, service code, expiration date and confidential authentication data).
The Company will not refund any fees for the Service paid by the Subscriber, except for reasons attributable to The Company.
Notwithstanding the preceding paragraphs, the Subscriber may use the Service free of charge during the trial period (the period during which the Subscriber may use the Service free of charge after the conclusion of this Agreement. The same shall apply hereinafter).
After the trial period, the Subscriber who wishes to use the Service for a fee in accordance with the provisions of Paragraphs 1 through 3 shall follow the procedures separately stipulated by the Company.

Article 5 (Contract Term of the Service)

The contract period for the Service shall be a period separately agreed upon by the Subscriber and the Company. The starting date of the term shall be the date when the Subscriber starts using the Service. However, if neither the Subscriber nor the Company expresses a different intention 30 days prior to the expiration of the term, the contract term shall be further automatically continued and extended for the same term as the initial contract term for this Service under the same conditions, and the same shall apply thereafter.
The Subscriber may not cancel the contract within the contract period after the contract is concluded. In the event of cancellation or partial cancellation for the Subscriber's convenience, the Subscriber shall pay the Company the fees for the Service up to the expiration of the original contract period as a cancellation fee. If the Subscriber has already paid the fee, the Company shall apply the amount to the cancellation fee, and if there is a shortfall, the Company shall pay the shortfall separately.
In the event that the Company deems it difficult to continue the Service, the Company may terminate this Agreement and shall not be liable for any damages incurred by the Subscriber as a result of such termination, except in the case of willful misconduct or gross negligence on the part of the Company.
The Subscriber or the Company may immediately terminate all or part of this Agreement without any notice or demand to the other party if the other party falls under any of the following items.

(1) When a bill or check is dishonored
(2) If a petition for seizure, provisional seizure, provisional disposition, or auction is filed, or if a disposition for tax delinquency is received
(3) When a petition is filed for commencement of bankruptcy proceedings, specified arbitration proceedings, corporate reorganization proceedings or civil rehabilitation proceedings, or other similar bankruptcy proceedings, or when the company goes into liquidation
(4) When any other reasonable cause arises that may make it difficult to provide this service.
(5) The Company dissolves or attempts to transfer all or a significant part of its business related to the performance of this Agreement to a third party
(6) When the firm is subject to cancellation or suspension of business by a regulatory agency, or when the firm attempts to change or close its business, and is reasonably expected to be unable to perform under this Agreement.
(7) When there is a violation of Article 15.

When The Company cancels this Agreement due to the Subscriber's falling under any of the items of Paragraph 4, the Subscriber shall immediately pay The Company the mid-term cancellation fee in accordance with Paragraph 2. 6.
When The Company cancels the Service Usage Contract due to the Subscriber's falling under any of the items of Paragraph 4, Paragraph 2 shall not apply, and the cancellation fee based on Paragraph 2 shall not be incurred.

Article 6 (Provision of the Service)

The Company shall provide the Service to the Subscriber with the care of a good manager in accordance with this Agreement.
The contents of the Service shall be as separately determined by the Company.

Article 7 (Use of the Service)

The Subscriber shall, at their own expense and responsibility, provide all necessary equipment, means of communication, and transportation (including the Subscriber System) required to receive the Service. In addition, the Subscriber shall bear all communication costs associated with the use of the Service.
The Subscriber shall be responsible for the management of the Subscriber's information and telecommunications equipment. The Subscriber shall be responsible for the management of the Subscriber's information and telecommunications equipment. The Subscriber shall be responsible for any damage caused by inadequate management of the Subscriber's information and telecommunications equipment (hereinafter collectively referred to as "Subscriber Information") and telecommunications equipment (hereinafter referred to as "Telecommunications Equipment"), as well as any damage caused by errors in use or use by a third party.
If there is a possibility that a third party may use information or telecommunications equipment concerning the Subscriber, the Subscriber shall immediately notify the Company to that effect and follow the Company's instructions, if any.

Article 8 (Service Level)

The Company will accept questions or consultation from the Subscriber regarding investigation of the cause or workaround measures in the event that the Service does not operate properly.
The Company shall not provide support for matters other than those described in the preceding paragraph, including inquiries about the Subscriber's system, services, or software individually introduced by the Subscriber; inquiries about software used in combination with the Service (excluding those provided by the Company as part of the Service); and inquiries regarding the internal structure of the Company's service environment.
The Company shall not be liable for any damages incurred by the subscriber due to additions or changes in the contents of the Service, or suspension or termination of the Service. The same shall apply in the event of a slowdown in display speed or failure due to excessive access or other unforeseen factors.
The Company shall not be obligated to store the registration information.
The Company shall not be responsible for the legality, morality, reliability, accuracy, or conformity to the internal rules of the corporation to which the Subscriber belongs, etc. (6) The Company shall not be liable for any loss or damage arising from the use of the Subscriber's information.
The Company shall not be liable for any security incidents, such as unauthorized access or hacking by third parties, arising from functional limitations of the equipment used by the Subscriber (including the Subscriber System) or from the Subscriber's failure to update the Company's application programs.

Article 9 (Response to Failure, etc.)

If the Subscriber discovers any malfunction or failure of the Service, the Subscriber shall promptly notify the Company of the malfunction or failure. In the event of a malfunction, the Subscriber shall follow the Company's instructions and perform necessary work such as restarting the service. The Company may suspend or change the Service without notice to the Subscriber if the Company deems it necessary for maintenance or other reasons.

Article 10 (Ensuring Security)

The Company will securely manage the registration information as confidential information and take appropriate security measures.
Subscriber shall take appropriate measures such as management of registration information to prevent unauthorized use of the Service.

Article 11 (Prohibition of Assignment of Rights, etc.)

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

Article 12 (Prohibition of Resale, etc.)

The Subscriber shall not resell, re-sell, sublicense, etc. in the form of direct access to all or part of the functions of the Service to a third party, unless otherwise provided for in this Agreement or without the prior consent of the Company.

Article 13 (Sublicensing)

The Company may sub-consign all or part of the work related to the Service provided under this Agreement to a third party at its own responsibility.

Article 14 (Copyrights, etc. for the Service)

Unless otherwise specified, the Subscriber may not reproduce, adapt, publicly transmit (including making transmittable), modify, decompile, disassemble, reverse engineer, or reverse engineer the software, content, etc. provided by the Company under this Service, The Subscriber may not copy, adapt, publicly transmit (including making transmittable), modify, decompile, disassemble, reverse engineer, etc.
The Company may reproduce, adapt, automatically publicly transmit (including making transmittable), etc. on The Company's service environment for the purpose of operating this service only for contents, etc. registered in The Company's service environment by the subscriber in this service.

Article 15 (Prohibited Matters)

The Subscriber shall not engage in any of the following acts in using the Service. If the Company deems that the Subscriber's act corresponds to any of the following, the Company shall, without prior notice, restrict the use of the Service, terminate this Agreement as stipulated in Article 5, or take any other measures that the Company reasonably deems necessary.

(1)Violation of these Terms of Use
(2)Registering the following information regarding registration information * a)Registering an e-mail address that includes an illegally obtained domain name. * b) Registering an e-mail address that includes a domain that does not belong to the corporation to which the Subscriber belongs. However, only when there is no domain that belongs to the corporation to which the Subscriber belongs, the corporation to which the Subscriber belongs may use an e-mail address that is approved for use in the Service.
(3)Any act that infringes or makes possible infringement of copyrights, trademarks, patent rights, or other intellectual property rights of the Company or a third party.
(4)Any act that duplicates, modifies, edits, erases, combines with other programs, etc., reverse engineers, disassembles, decompiles, etc., or builds a mirror site of all or part of this service.
(5)Any act of accessing the Service or obtaining information regarding the Service by scraping, crawling (programs such as crawlers, robots, or spiders), or any other similar means.
(6)Attempting to disable or disabling security related to the Service.
(7)acts of overloading the Service by transmitting harmful programs such as viruses to the Service, or acts of placing the Service in a state where it can receive such programs
(8)acts of using the Service to disseminate information that is against the interests of the authorities or discriminates against racial or ethnic groups in accordance with the policies of the authorities
(9)acts prohibited by law, other regulations or notices of the authorities, or acts that offend public order and morals
(10)In addition to the preceding items, any other acts prohibited by these Terms of Use.

Article 16 (Handling of Confidential Information)

Both the contracting party and our company shall strictly and properly manage all information related to the technology, business, and other matters of the other party that they become aware of in relation to the provision or use of this service (including know-how related to this service, information related to our company's system, and all technical or business information, hereinafter referred to as "Confidential Information"). They shall not disclose, provide, or leak such information to any third party (including our company's affiliates and subcontractors) without the prior written consent of the other party. The following information shall not be considered Confidential Information:

(1) Information already in the possession of the Company at the time of disclosure
(2)Information that was already in the public domain at the time of disclosure or information that subsequently becomes public knowledge for reasons beyond its control
(3)Information lawfully obtained from a third party after receiving the disclosure
(4)Information developed or created independently without the disclosed confidential information
(5) Information that is requested to be disclosed under the provisions of laws and regulations or court orders.

Upon instruction of the other party or upon termination of this Agreement, Subscriber and Company shall promptly return or dispose of the Confidential Information in accordance with the instructions of the other party after restoring it to its original state, and shall not use it thereafter.
If The Company discloses the Subscriber's confidential information to its affiliates or subcontractors with the consent of the Subscriber, The Company shall not be responsible for the handling of such confidential information by such affiliates or subcontractors.
The provisions of this Article shall survive for 5 years after the termination of this Agreement.
Notwithstanding the provisions of the preceding paragraphs, the Company may use the confidential information of the contracting party and other data and information provided by the contracting party to the Company in relation to this service for the purposes of providing and operating this service, improving and enhancing the content of this service, and developing new services.

Article 17 (Revision or Abolition of Service)

The Company may discontinue providing the Service. In such case, The Company will notify the subscriber with a notice period of one (1) month.
For the purpose of improvement of the Service, etc., The Company may, at its discretion, add, change, revise, or abolish the contents of the Service.

Article 18 (Indemnification and Disclaimer of Liability for Damages)

The Company makes no warranty as to the completeness, accuracy, validity, etc., of the contents of the Service. Furthermore, the Company does not guarantee that the Service or the Subscriber System will not experience interruptions, suspensions, or other impairments.
In using the Service, the Subscriber may be transferred from the Service to other services operated by third parties related to the Service (hereinafter referred to as "External Services"). In some cases, the Subscriber may transition from the Service to other services operated by third parties involved in the Service (hereinafter referred to as "External Services"). In such cases, the Subscriber shall use the Service and the External Service after agreeing to the terms of use of the External Service at its own responsibility and expense. Furthermore, The Company does not guarantee the completeness, accuracy, validity, etc. of the contents of the External Service.
the Company shall not be liable for any loss or damage incurred by the Subscriber due to failure to change information provided to the Company by the Subscriber.
The Subscriber shall ensure, at their own expense and responsibility, that their use of the Service complies with all applicable laws, regulations, directives, guidelines, industry association rules, and other regulations applicable to the Subscriber (hereinafter collectively referred to as "Applicable Laws"). The Company shall not be held liable for any violations of Applicable Laws by the Subscriber in connection with the use of the Service.
even if information concerning the Subscriber is stolen due to unauthorized access or other unforeseen acts, The Company shall not be liable for any damage to the Subscriber resulting from such theft.
The Company shall not be liable for non-performance of all or part of this Agreement due to natural disasters, earthquakes, fires, strikes, commercial stoppages, wars, civil wars, epidemics of infectious diseases, or other force majeure.
even if the Subscriber has a problem with a third party (whether inside or outside the Service) in connection with the use of the Service, the Company shall not be held liable. The Company shall not be liable for any trouble (whether inside or outside the Service) that the Subscriber may have with a third party in connection with the use of the Service, and the Subscriber shall resolve such trouble at his/her own expense and responsibility.
In the event that the Company causes damage to the Subscriber due to a breach of the provisions of this Agreement, the Company shall compensate the Subscriber for such damage within the normal and direct scope up to the total accumulated usage fees for the Service for the most recent one year from the date the damage occurred.
In no event shall The Company be liable for any lost profits, indirect damages, punitive damages, or other special damages incurred by the Subscriber as a result of use of the Service.

Article 19 (Exclusion of Anti-Social Forces, etc.)

upon conclusion of the Service Usage Contract, the Subscriber and the Company shall not be liable for any loss of profit, indirect profit, punitive damages, or any other special damages arising from the use of the Service, if they or their officers (regardless of name, advisors, employees executing business, or other persons deemed to be participating in management) or employees (persons having authority over or acting on behalf of business that has a significant effect on business interests) are involved in any of the following (a person who has authority over or acts on behalf of a business that materially affects the interests of the business) represent and warrant that they do not and will not fall under any of the following categories of persons ("Anti-Social Forces, etc."), and that they do not and will not have any relationship with Anti-Social Forces, etc.

(1) "Boryokudan (organized crime syndicates), Boryokudan members, Boryokudan quasi-constituents, Boryokudan-affiliated companies, general assemblymen, etc., social movement markers, special intelligence violent groups, etc." and other persons equivalent thereto as described in the "Outline of Organized Crime Control" of the National Police Agency
(2) Persons who have a close personal, capital, or economic relationship with any of the persons listed in the preceding item, such as providing funds or favors, or using them for purposes of illicit gain.

The subscriber and The Company shall make a firm promise to the other party that they will not commit any of the following acts by themselves or by using a third party.

(1) Using fraudulent, violent or threatening language.
(2) Illegal acts or unreasonable demands
(3) Interfering with our business
(4) Defaming, disgracing, or libeling the reputation or credibility of others
(5) Acts similar to the preceding items

Article 20 (Force Majeure)

Neither the Subscriber nor the Company shall be liable to the other party for delay or failure to perform all or part of this Agreement due to an earthquake, typhoon, tsunami, storm, flood, epidemic, infectious disease or other act of God, war, riot, civil war, terrorism, act of strife, strike, enactment, amendment or repeal of laws and regulations, order or disposition by public authority, or other force majeure. The other party shall not be liable to the other party for any delay or inability to perform all or part of this Agreement due to force majeure.

Article 21 (Agreed Jurisdiction)

The Tokyo District Court shall be the court of exclusive jurisdiction for the first trial of any lawsuit relating to this Service.

Article 22 (Governing Law)

These Terms and Conditions and this Agreement shall be governed by and construed in accordance with the laws of Japan.