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Terms of Use

These Terms of Use set forth conditions concerning the services to be provided to Users through “SPIKE BOX” operated by METAPS PTE LTD (“Metaps”). By using the Services, you are deemed to have agreed to these Terms of Use.

Article 1. Definitions

As used in these Terms of Use, the following terms shall have the following meanings, unless separately defined, or to be otherwise interpreted based on context.

1. “Services” refers to the “SPIKE BOX” services operated by Metaps.

2. “Application” refers to any application for providing, through terminals equipped with Android or iOS, the Services operated by Metaps.

3. “Terms of Use, etc.” collectively refers to these Terms of Use, the Privacy Policy for the Services, and the User Guide.

4. “User” refers to a person or entity who has agreed to these Terms of Use, has performed the registration prescribed by Metaps in order to use the Services, and whose registration has been approved by Metaps.

5. “Content” refers to pictures, images, or text information, etc. which you post or transmit through the Services provided by Metaps.

6. “Posting” or to “post” means a state in which Content is entered by a User and such Content can be viewed by other Users, through the Services.

7. “Item” means items posted through the Services, including information other than tangible items in the form of electromagnetic records, etc.

8. “Posting Party” means a User who posts any Item or other Content through the Services.

Article 2. Changes to the Terms of Use, etc.

1. Metaps may, from time to time, revise the Terms of Use, etc.

2. If Metaps intends to revise the Terms of Use, etc., it shall notify the Users from time to time, using methods such as updating the renewal date and then publishing the changes via e-mail or on the website pertaining to the Services.

3. You are obliged to verify and understand the changes made in accordance with the preceding two paragraphs. If you continue to use the Services after any modification is made to the Terms of Use, etc., you shall be deemed to have agreed to the modified Terms of Use, etc. If you do not agree to the modified Terms of Use, etc., you must not use or access the Services.

4. Once you have agreed to the modified Terms of Use, etc. as set forth in the preceding paragraph, you may not claim that you are unaware of, or that you disagree with, the revised content of the Terms of Use, etc.

5. Metaps shall not be liable for any damage, whether direct or indirect, which may be incurred by you as a result of any revision or addition made to the Terms of Use, etc.

Article 3. User Registration

1. You may perform User registration by entering correct information about yourself in the User registration form prescribed by Metaps, and transmitting such form. Only those Users who have performed a User registration may use the Services.

2. If you intend to become a User despite lacking the capacity to enter into a binding contract (including, without limitation, cases in Japan where you are under the age of 20), you shall obtain the prior consent of your custodian or guardian for the use of the Services.

3. At the time of your User registration and thereafter, you may not perform any registration or make any changes to the content of your registration based on any false information.

4. If there is any change in the content of your registration, you must immediately modify such registered content through the procedure prescribed by Metaps. It shall be your responsibility to manage and modify the registered content so that correct information about yourself is registered at all times.

5. Metaps is not liable for providing any compensation for damage, whether direct or indirect, which you may incur as a result of your User registration or your changes to the registered content, or as a result of your failure to perform a User registration or to make changes to the registered content.

6. Metaps may choose not to approve your application for registration in the event that:

(1) You are found to have previously breached the Terms of Use, etc.;

(2) There is any false information contained in the content of your application;

(3) You have committed an act which disturbs or hinders the operation of Metaps, or the provision of services by Metaps, or the use of the Services by other Users, or Metaps considers that there is a threat thereof; or

(4) Metaps otherwise considers it inappropriate to approve your application.

Article 4. Changes to Registered Information; Management of Certification Information

1. You shall manage your certification information at your own responsibility and expense. You may not allow the use of the certification information by any third party, or perform any acts such as lending, assigning, selling, purchasing, pledging or publishing your certification information.

2. You shall be liable for any damage which may be incurred as a result of any divulgence of your certification information due to your insufficient management of the information, or erroneous use, use by a third party, or unauthorized access of your certification information etc., and Metaps shall not be liable for providing compensation for such damage. If any damage is incurred by Metaps as a result of such unauthorized use of certification information, you shall provide compensation for such damage.

3. If there is any change in your registered information, or if your certification information becomes known to any third party, or if any use of your certification information by a third party is suspected, you shall immediately inform Metaps to such effect in accordance with the Terms of Use, etc. or as otherwise prescribed by Metaps, and follow the instructions of Metaps (if any).

4. If any disadvantage, such as your inability to use the Services, is caused to you as a result of your failure to make the notification set forth in the preceding paragraph, Metaps shall not be responsible for the same.

5. If you fail to make the notification set forth in paragraph 3, Metaps shall be entitled to deem that you have withdrawn from the Services.

Article 5. Details of Services

The details of the Services shall be as set forth in these Terms of Use and in the “Help” and other sections of the User Guide pertaining to the Services.

Article 6. Posting of Items

1. In posting any Item, you are required to provide explanations concerning the content of such Item, in an accurate, legal, adequate, useful and clear manner.

2. You may not set any tag, other than tag(s) which accurately indicate your Item Posted.

3. You may not publish, as information regarding your Posting, any picture which is not directly related to the Item to be Posted.

4. In making any Posting, you must comply with the Used Articles Business Act, the Act on Specified Commercial Transactions, the Act against Unjustifiable Premiums and Misleading Representations, the Unfair Competition Prevention Act, the Trademark Act, the Copyright Act and other applicable laws.

Article 7. Items, etc. which are Prohibited from Being Posted

In order to enable each and every User to use the Services in a safe and comfortable environment in accordance with applicable laws and regulations, you are prohibited from posting any of the following Items or any information concerning services such as those listed below. If any of the Items listed below are posted, whether by way of willful misconduct or negligence of the Posting Party, it shall be deemed as an act of breach of these Terms of Use by the Posting Party. Metaps may make additions or modifications to the list shown below at any time. You shall, therefore, be obliged to always verify the most recent content of the list in your use of the Services. If a Posting Party publishes any Posting or description which violates, or is likely to violate, the Terms of Use, etc., Metaps may, at its discretion, choose to delete or not to display such Item or description, or to cause the expulsion of the Posting Party. In such case, Metaps shall not be responsible even if any damage is incurred by the Posting Party:

(1) Alcohol;

(2) Animals or wildlife products;

(3) Any Item, service, or Content that violates applicable laws and regulations;

(4) Contracts or claims;

(5) Counterfeit currency or stamps;

(6) Counterfeit items, replicas or unauthorized copies;

(7) Credit cards, debit cards or gift cards;

(8) Currency or virtual currency;

(9) Articles prohibited under the Act for Controlling the Possession of Firearms or Swords and Other Such Weapons, the Narcotics and Psychotropics Control Act, the Washington Convention and other applicable laws and regulations;

(10) Drug-related Items

(11) Foodstuffs;

(12) Items or services for get-rich-quick schemes;

(13) Hazardous materials;

(14) Healthcare Items;

(15) Human remains, human organs, blood, bodily fluids or body parts;

(16) Items or services relating to fortune telling;

(17) Items infringing upon any third party’s copyright;

(18) Items encouraging any illegal activity;

(19) Lock-picking devices;

(20) Items relating to lotteries, betting or gambling;

(21) Medicines and medical devices;

(22) Items or services relating to money transmitters;

(23) Items or services relating to multi-level marketing transactions;

(24) Obscene Content or child pornography;

(25) Items which are offensive, obscene, defamatory, threatening, or malicious toward any third party;

(26) Personal Information including any third party’s personal, confidential or proprietary information;

(27) Pet Items;

(28) Plants or plant materials;

(29) Prepaid cards;

(30) Real estate;

(31) Recalled items;

(32) Stocks or other securities;

(33) Stolen Items or Items likely to be Stolen Items;

(34) Cigarettes or cigars; or

(35) Any other items that Metaps, at its sole discretion, finds inappropriate or does not authorize.

Article 8. Cancellation of User Qualification

1. If Metaps determines that any of the circumstances listed below apply to you, Metaps may, without giving prior notice, take measures such as cancelling your User qualification, deleting all or any part of any Content or information pertaining to you, and rejecting your access to all or any part of the Services. In such case, Metaps shall not be obliged to explain their reasons for taking such measures.

(1) You have violated any applicable laws or regulations or the Terms of Use, etc.;

(2) You have committed a wrongful act;

(3) Metaps has found any information registered by you to be false information;

(4) Metaps has found any information registered by you to be overlapping with an existing registration;

(5) You have failed to submit materials for verification or certification of the information registered by you;

(6) An e-mail address registered by you has been found to be inaccessible;

(7) You have entered into a state of: your liabilities exceeding your assets; suffering from a lack of funds; suspension of payment; or insolvency;

(8) An attachment, provisional seizure or provisional disposition, or disposition due to tax delinquency has been issued against you, a petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or business rehabilitation ADR (alternative dispute resolution) proceedings, or other applicable insolvency proceedings have been filed concerning you, or you have entered into a state of dissolution or suspension of business;

(9) If you are a corporation, the lack of consent by your representative concerning your application for a User registration has been revealed;

(10) Metaps has determined that you have unduly caused trouble to another User or any third party;

(11) There have been errors concerning any entry of a password, more than the number of times prescribed by Metaps;

(12) You have not logged in at least a certain number of times, during a certain period, as prescribed by Metaps;

(13) You are found to be an organized crime group, a member or quasi-member of an organized crime group, an extortionist threatening to disrupt shareholder meetings, a rogue advocating social activism, a rogue advocating political activism, a special intelligence crime group or any other similar anti-social force (collectively “Anti-Social Force”), or a corporation, etc., in which an Anti-Social Force is substantially involved in the management thereof;

(14) You have engaged in, or have caused a third party to engage in, any violent act of demand, any act of unjust demand made against any party beyond such party’s legal responsibility, any act of using intimidating words, performing intimidating deeds, or resorting to violence, or any act of damaging the credibility of, or obstructing the business of any other party by spreading rumors, using fraudulent means, or using force; or

(15) Metaps otherwise determines that you are not eligible to be a User.

2. In the circumstances described in the preceding paragraph, Metaps may, with regard to any rights which you may have with regard to Metaps or any other User, etc. based on the use of the Services, temporarily suspend the exercise of such rights, or cancel such rights themselves.

3. If your User qualification is cancelled, Metaps shall be entitled to prohibit you from thereafter using or accessing the Services provided by Metaps.

4. Metaps shall not be liable for providing any compensation for damage incurred, whether directly or indirectly, as a result of any measure set forth in this Article.

Article 9. Handling of Registered Information and Personal Information

1. With regard to the handling of personal information in relation to the Services, you are required to check the most recent privacy policy for the Services, published on http://box.spike.cc/privacy.html. Such policy shall be deemed to be incorporated into these Terms of Use as a part hereof. By agreeing to these Terms of Use, you also agree to such policy, and such policy shall be binding upon you.

2. Your name, photograph and workplace, the school you graduated from, and your self-introduction, etc. (“Profile Information”) registered in the Services shall be made available for viewing by other Users. As a User using the Services, you consent to your Profile Information being viewed by other Users.

3. You approve in advance that Metaps may obtain information about you from outside services, such as Facebook, and that Metaps may otherwise coordinate with any other outside services. In addition, the regulations of the company, etc. operating such outside services shall apply in respect of such outside services, and Metaps shall not be responsible for the content of such outside services.

Article 10. Intellectual Property, etc.

1. Any industrial property rights, know-how, copyright and any other intellectual property rights contained in the Services and all rights in connection therewith shall belong to Metaps, and you may not reproduce, sell, alter, or make any other use, etc. of the same, unless you have obtained the prior written consent of Metaps. You shall not, for any reason, engage in any act which is likely to constitute infringement upon the intellectual property rights of Metaps or any of its licensors, and shall not disassemble, decompile or reverse engineer any software which Metaps may provide to you in relation to the Services. The copyright in and to any work which you have uploaded for the purpose of using the Services shall belong to the copyright holder of such work; provided, however, that you acknowledge in advance that Metaps may freely reproduce, publicly transmit, alter or otherwise use any Content posted by a Posting Party for the purpose of performing the Services and for introducing such Content through promotional and advertising activities or special features.

2. Metaps shall have the authority to edit texts, URLs, pictures, etc. (collectively, “Comment(s)”) posted through the comment or message functions contained in the Services. Metaps may freely process any Content in the following manner, at no charge, and without obtaining authorization from you:

(1) Examining the content of any Comment;

(2) Publishing or not publishing a Comment through the Service (Metaps may choose not to publish a Comment based on its own criteria);

(3) Publishing modified Content through the Services;

(4) Modifying or deleting any Comment published through the Services after the publication thereof; or

(5) Performing any of the foregoing processing in any media designated by Metaps, in addition to through the Services.

3. The copyright and other rights (including the rights prescribed in Articles 27 and 28 of the Copyright Act) in and to any Comment which you prepare through the Services shall belong to you; provided, however, that you hereby grant a license to Metaps to freely reproduce, publicly transmit, alter and otherwise use your Comment, without any restriction, though the Services, and in any other media designated by Metaps, without the need to obtain your consent. In addition, you shall not exercise any moral rights in respect of any alteration or publication, etc. made by Metaps concerning the Comment.

4. As a general rule, any Content or Comment which you post through the Services shall be limited to those Contents and Comments whose copyrights and all other rights are held by you. If you wish to post or publish any Content which contains the rights of any third party other than yourself (e.g., a photograph in which a third party is the subject, a work created by a third party, a photograph showing a public building, etc., or any Comment made by a third party; collectively, “Third Party Comment(s)”), you shall, without fail, obtain the consent of the copyright holder(s) and all other rights holders of such Third Party Comment (including, without limitation, any person who has privacy rights or rights of publicity due to being a subject of the relevant photograph, or a copyright holder of the relevant Comment) concerning the content of the Terms of Use, etc. (including, without limitation, the licensing of the rights to Metaps set forth in the preceding two paragraphs) and the relevant Posting or publication, and shall post or publish only those Third Party Comments regarding which you have obtained the necessary consent.

5. If you breach the provision of the preceding paragraph and any issue arises between Metaps or any other User on the one hand and any holder of rights in the relevant Third Party Comment on the other hand, you shall resolve the problem at your own expense and responsibility, and shall cause no trouble to Metaps.

Article 11. Prohibited Matters

1. In using the Services, you may not engage in any act which constitutes or is likely to constitute any of the following acts:

(1) An act of infringing upon any legitimate rights, such as proprietary rights, any and all intellectual property rights including copyrights, or any portrait rights or publicity rights, etc. of Metaps or any third party;

(2) An act of causing disadvantage or damage to any other User or Metaps or any third party;

(3) An act in conflict with public policy;

(4) An act in violation of laws and regulations, ordinances, rules, etc. or the Terms of Use, etc.;

(5) An act with the intention of gaining a profit, conducted in relation to the Services, in the absence of Metaps’ approval;

(6) An act of hindering the operation of the Services;

(7) An act of transmitting or publishing any virus, Trojan horse, worm, time bomb or other harmful computer code, file or program, etc.;

(8) An act of specifying your corporate URL, conducted by you in your role as a Posting Party;

(9) An act of destroying or damaging the credibility of the Services;

(10) An act of registering or publishing false information;

(11) An act of unfairly using the Services; or

(12) Any other act which Metaps considers to be inappropriate.

2. In the circumstances described in the preceding paragraph, if any damage is incurred by Metaps, you must provide Metaps with compensation for such damage.

Article 12. Internet Connection Environment

1 To use the Services, you must have an Internet connection and prepare communication lines, equipment, software and all other means required for the use of the Services, at your own expense and responsibility. In addition, you must properly install and operate the relevant communication means, equipment and software, at your own expense and responsibility.

2. Metaps shall not be involved in, and shall not provide you with any support concerning, the preparation, installation and operation of the equipment, etc. set forth in the preceding paragraph.

3. You shall use the Services having understood that you may pass through various networks in the process of using the Services, and also that, depending on the network or equipment, etc., to which you are connected, there is a possibility of data and signals being altered in order to be connected to, or to pass through, the same.

Article 13. Changes to or Abolishment, etc. of the Services

1. Metaps may make changes to, or add or delete, any content or function, etc. comprising the Services.

2. Metaps may, at its sole discretion, abolish all or any part of the Services at any time.

3. In the event of any change in the Services or the abolishment of the content or functions, etc. of the Services, Metaps shall make efforts to give prior notice by e-mail, on the website for the Services or by other means.

4. Metaps shall not be liable to you or any third party for any damage, whether direct or indirect, which may be incurred by you as a result of any cessation, change, addition or abolishment of the Services described in the preceding paragraph.

Article 14. Cessation of the Services

1. Metaps may cease all or any part of the Services due to any of the following causes and shall not be liable for any damage incurred by User or a third party as a result thereof:

(1) Maintenance or inspection of the relevant computer system used for providing the Services, conducted on a regular or emergency basis;

(2) Inability or difficulty in operating the Services due to an emergency situation, such as a fire, power outage, act of God, or natural disaster;

(3) Inability or difficulty in operating the Services due to a war, civil war, riot, civil commotion, labor dispute, etc.

(4) Inability to provide the Services due to a cause such as a failure of the computer system used for providing the Services, unauthorized access by any third party or infection by a computer virus;

(5) Inability to provide the Services due to measures taken in accordance with applicable laws and regulations, etc.; or

(6) Metaps otherwise determining such cessation to be unavoidable.

2. In the event of a cessation of the Services in accordance with the preceding paragraph, Metaps shall notify the Users in advance, by e-mail or on the website for the Services, etc., except in emergency situations.

Article 15. Assignment, etc. of Terms of Use

If Metaps transfers its business pertaining to the Services to any other company, Metaps may assign, in connection with such business transfer, its status and its rights and obligations under these Terms of Use, and you hereby agree to such assignment in advance, in accordance with this Article. The business transfer set forth in this Article includes, not only a normal business transfer, but also a merger, a company split and any other circumstances involving a transfer of the relevant business.

Article 16. Disclaimer

1. In addition to the issues separately set forth in the Terms of Use, etc., Metaps shall not be responsible for any issue which may arise between Users or between yourself and any third party in relation to the Services. Should such issue arise, it shall be resolved between the parties concerned, and if any damage is incurred by Metaps as a result of the said dispute, the parties concerned shall jointly and severally provide compensation to Metaps concerning all expenses and damage, etc., including attorney fees, incurred by Metaps in connection with such dispute.

2. You agree to indemnify and hold Metaps, its parent companies, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from any and all damages, liabilities, arrangements, costs and attorneys’ fees) from any claim or demand made by any third party arising out of: (i) your use or access to the Services; (ii) your violation of these Terms of Use etc.; or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any third party.

3. Metaps provides no warranty as to the content, quality and level of the Services, the stable provision of the Services, or the results, etc. of the use of the Services.

4. Metaps shall not be liable for any expenses or damage in connection with any deletion, loss or destruction of any Content, or any backup or recovery of any Content. You shall perform any backup, etc. of the Content at your own responsibility.

5. In the event of installing software, etc. onto your device, by way of downloading the Application or otherwise, either at the time of commencing your use of, or during your use of, the Services, you shall pay sufficient care so that no Content or other information is deleted, and that no failure, loss or damage is caused to your equipment. Metaps shall not be liable for any damage which may be so incurred by you. In the Services, the Application may be automatically updated on your device, at the time of a new version of the Application becoming available.

6. If any direct or indirect damage is incurred by you or any third party due to any incorrect, inappropriate, or unclear content, expression, or act, etc., involved in the provision of the Services, Metaps shall not be responsible for any such damage, irrespective of whether it involved any willful misconduct or negligence on the part of Metaps.

7. You understand and expressly agree that Metaps and its affiliates, as well as their respective officers, employees, licensors and partners, shall not be liable to you for any punitive, indirect, incidental, special or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Metaps has been advised about the possibility of such damages), resulting from: (i) the use or inability to use of the services; (ii) the cost of procuring substitute services; (iii) unauthorized access to or alteration of your transmission signals or data; (iv) statements or conduct of any third party through the Services; or (v) any other event arising through the Services.

8. Metaps and its partners or licensors shall not be liable for any damage arising out of or caused by the Services which is incurred by you or any third party, except where such damage has resulted from the willful misconduct or gross negligence on the part of Metaps.

9. Although Metaps may suitably provide you with information or advice, Metaps shall not be responsible for the same. In addition, Metaps provides no warranty as to the accuracy or usefulness of the advice or information so provided.

10. Metaps provides no warranty of the Services-related Content not containing any harmful item, such as computer viruses. Metaps shall not be liable to you or any third party for any damage, whether direct or indirect, incurred as a result of any Services-related Content containing a harmful item, such as a computer virus, irrespective of whether such damage was foreseeable.

11. Metaps shall not be responsible for any matters such as your inability to access the Services, or any failure, error or bug occurring in or to your device.

12. Metaps shall not be liable for any damage (loss of data, system interruption, unauthorized access, etc.), whether direct or indirect damage, which you or any third party may incur due to any failure of a computer, a system, or a communication line, etc.

13. Metaps shall not be liable for any direct or indirect damage which may be incurred at a link destination of a URL for another website, etc., entered by a User.

14. In a jurisdiction where no exemption from or restriction on liability for any direct, incidental or consequential damage is permitted, the exemption from or restriction on liability as set forth above may be partly inapplicable, to the extent of such exemption or restriction not being permitted by law.

Article 17. Mutual Consultation and Competent Court

1. Any doubt or issue which may arise between you, Metaps and/or any third party in connection with or due to the Services shall be resolved through good-faith consultation, on each such occasion.

2. If any doubt or issue is not resolved through the consultation set forth in the preceding paragraph, it is agreed by the parties that the Tokyo Summary Court or the Tokyo District Court shall have the exclusive jurisdiction in the first instance.

Article 18. Governing Law

The Terms of Use, etc. shall be construed in accordance with the laws of Japan.

Article 19. Miscellaneous

1. All provisions of these Terms of Use etc. which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

2. If any provision of these Terms of Use etc. is/becomes invalid in accordance with the applicable mandatory legal provisions, this shall not cause invalidity of this contract and the entire these Terms of Use, and Metaps shall immediately, after having discovered such incompliance, replace the void provision with the valid one.

3. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use etc. and User does not have any authority of any kind to bind Metaps in any respect whatsoever.

4. Unless Metaps has entered into a separate written agreement with User that explicitly states to the contrary, User agrees that Metaps can use and freely exploit any feedback, questions, comments or the like that User provides to Metaps in connection with the Services (“Feedback”) on a non-confidential and non-proprietary basis and the Feedback will become and remain the property of Metaps. No compensation will be paid with respect to the use of any Feedback.

5. User agrees to receive promotional materials and other communications related to Metaps, its affiliated companies or the Services.

6. User agrees that Metaps may provide notice or communications to User via email, regular mail or posting notices or links to notices on Metaps’ website.

7. User must not assign or otherwise transfer these Terms of Use or any right granted hereunder.

8. A printed version of these Terms of Use etc. and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use etc. to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9. The governing language of these Terms of Use etc. shall be Japanese. If an English translation hereof is made for reference purposes, only the Japanese original shall have the effect of a contract and such English translation shall have no effect.

Established on April 30, 2014