Implemented: February 1, 2017

Chapter 1. General Provisions

Article 1. Establishment of the Terms of Use

1. The Company has prescribed the Visual Learning Japanese Terms of Use (including the fee table; below, the “Terms of Use”) to provide Visual Learning Japanese (refers to the provision of a website, a PDF format textbook, a contact point for questions, and a smartphone application; below “VLJ”).
2. A VLJ Contract Holder (below, a “Contract Holder”) shall faithfully comply with the Terms of Use.

Article 2.Scope of the Terms of Use

1. The Terms of Use apply to all relations between the Contract Holder and the Company.
2. The provisions related to the use of VLJ that are notified to the Contract Holder as necessary to promote the orderly operation of VLJ form a part of the Terms of Use.

Article 3. Changes to the Terms of Use

1. The Company may change the Terms of Use. In that case, the fees and other provision conditions will be as per the Terms of Use after the change, unless otherwise noted.
2. Changes under the preceding paragraph shall be notified to the Contract Holder through the method prescribed in Article 22. Notices to the Contract Holder. Such changes shall become effective as prescribed in Article 22.

Chapter 2. Contract

Article 4. Application and Approval

1. A Contract Holder who wishes to use VLJ shall consent to the Terms of Use and make an application through the method prescribed by the Company.
2. The Company may not approve applications for service use if the Company determines that one of the following items applies.
1. If provision of VLJ as requested by an applicant is significantly difficult for technical or other reasons.
2. If the Company deems that an applicant for VLJ is in arrears or at risk of being in arrears of fees for VLJ or costs for procedures etc., provided by the Company
3. If the Company deems that either of the items in Article 12. Termination of Use, Paragraph 1 apply or is at risk of applying for the applicant for VLJ
4. If there is a false statement in the application form
5. If the applicant is not a corporation (including an entity recognized as equivalent to a corporation by the Company) within Japan
6. When there are other disruptions in operations by the Company
3. The approval under Paragraph 2 may be canceled by the Company even after a contract has been entered if it becomes clear that one of the items in the preceding paragraph applies. In that case, the Company shall not be responsible for any damage incurred by the Contract Holder as a result of such cancellation, and the Contract Holder shall be responsible for the costs incurred by the Company up until then.
4. The Company shall notify the applicant if the Company has not approved the application.

Article 5. Provision Period

1. The provision period for VLJ is as prescribed in the fee table.
2. Contracts related to VLJ shall be terminated upon the completion of the VLJ provision period prescribed in the preceding paragraph.

Article 6. Changes to Notified Items

If there are any changes to items notified to the Company at the time of application for use or subsequently, the Contract Holder shall provide notice of such changes through the method prescribed by the Company without delay. The Company shall not be responsible for any disadvantages suffered by the Contract Holder as a result of neglecting such notification.

Article 7. Succession of the Contract Holder’s Position

1. If the position of the Contract Holder is succeeded as a result of succession or the merger or splitting of a corporation, the position of the Contract Holder shall be succeeded by the successor, the corporation surviving after the merger, the corporation established by the merger, or the corporation that has succeeded all use rights as a result of a corporate split.
2. If the position of the Contract Holder is succeeded as a result of succession or the merger or splitting of a corporation, the successor, the corporation surviving after the merger, the corporation established by the merger, or the corporation that has succeeded all use rights as a result of a corporate split shall notify the Company along with the documents prescribed by the Company that certify this.
3. If there are two or more parties that the position has been succeeded to under the preceding paragraph, one shall be designated as the representative for the Company and the Company shall be notified of this. The same applies for subsequent changes.

Article 8. Prohibition on Transfer of Rights to Receive the Provision of VLJ

The Contract Holder cannot transfer the right to receive the provision of VLJ based on the Contract. However, this shall not necessarily apply in cases in which the transfer is recognized by the Company.

Article 9. Cancellation of the Contract by the Contract Holder

If the Contract Holder wishes to cancel the Contract, the Contract Holder shall first fill in the form prescribed by the Company and notify the Company in writing. In that case, the fees paid based on Article 14 shall not be returned to the Contract Holder.

Article 10. Cancellation of the Contract by the Company

1. The Contract may be canceled by the Company if any of the following items apply for the Contract Holder. In that case, the fees paid based on Article 14 shall not be returned to the Contract Holder.
1. If a Contract Holder for which use of VLJ has been terminated for as prescribed by Article 12. Termination of Use has not yet resolved the cause of the termination of use
2. If VLJ fees have not been paid after a deadline separately prescribed by the Company has elapsed
3. If a natural disaster, accident, or other emergency has occurred or could occur
4. If VLJ is not functioning normally and it would be significantly difficult to continue to provide VLJ
5. If it would be significantly difficult to provide VLJ as a result of compulsive measures based on laws and regulations
2. When suspending the use of VLJ as prescribed in the preceding paragraph, the Company will notify the Contract Holder of the suspension in advance. However, this does not necessarily apply in emergencies or other unavoidable circumstances.

Chapter 3. Suspension of Use etc.

Article 11. Suspension of Use

1. Use of VLJ may be suspended in part or full if any of the following apply.
1. If there are unavoidable circumstances related to the maintenance or construction of equipment or the provision of VLJ at the Company
2. If a natural disaster, accident, or other emergency has occurred or could occur
3. If VLJ is not functioning normally and it would be significantly difficult to continue to provide VLJ
4. If it would be significantly difficult to provide VLJ as a result of compulsive measures based on laws and regulations
5. If it is necessary to protect from unauthorized access to the Company’s equipment
2. When suspending the use of VLJ as prescribed in the preceding paragraph, the Company will notify the Contract Holder of the suspension in advance. However, this does not necessarily apply in emergencies or other unavoidable circumstances.

Article 12. Termination of Use

1. The use of VLJ may be terminated by the Company if any of the following items apply for the Contract Holder.
1. If there is a violation of the provisions of Article 21. Obligations of the Contract Holder.
2. If there was an act in violation of the previous items or the Terms of Use that causes or could cause a significant interference with the performance of operations by the Company related to VLJ or the Company’s electrical communication equipment (including machinery, fittings, lines, or other electrical equipment for electrical communication; hereinafter the same).
2. When terminating the use of VLJ as prescribed in the preceding paragraph, the Company shall notify the Contract Holder of the reason and date and period of termination of use in advance. However, this does not necessarily apply in emergencies or other unavoidable circumstances.

Chapter 4. Fees etc.

Article 13. Fees

The VLJ fees are as prescribed in the fee table.

Article 14. Obligations to Pay Fees

The Contract Holder shall pay the fee prescribed in the fee table within 30 days of the provision of VLJ by the Company as consideration for the provision of VLJ during the provision period prescribed by the Company in Article 5. Provision Period.

Article 15. Extra Charge

If the Contract Holder wrongfully avoids the payment of fees, the Contract Holder shall pay the amount avoided in addition to an amount double the amount avoided (an amount to which the amount equivalent to consumption tax has not been added to) combined with the amount equivalent to consumption tax as an extra charge.

Article 16. Overdue Interest

If there is no payment from the Contract Holder of fees and other liabilities (excluding overdue interest) after the payment deadline has elapsed, the Contract Holder may have to pay as overdue interest an amount calculated by multiplying the number of days from the day following the payment deadline to the day prior to the payment date by an annual rate of 14.5%.

Chapter 5. Compensation for Damages etc.

Article 17. Limits on Responsibilities

1. If the Contract Holder incurs damage due to the fault of the Company related to the provision of VLJ, compensation shall be provided for standard damages actually incurred by the Contract Holder excluding loss of income, with the amount equivalent to VLJ fees actually paid by the Contract Holder to the Company over the past six months as an upper limit. The Company shall not be responsible for special damages, indirect damages etc., regardless of whether they were foreseen or not.
2. The provisions of the preceding paragraph shall not apply if VLJ is not provided due to the intent or the gross negligence of the Company.

Article 18. Exemptions

1. Excluding cases under Paragraph 1 of the preceding paragraph, the Company will not compensate for any damages incurred by the Contract Holder, and the Contract Holder shall not make any claims for such damages. In addition, if the Contract Holder causes damages to a third party through the use of VLJ, the Contract Holder shall be responsible for resolving such damages and the Company shall not be held responsible in any way.
2. The Company shall have any responsibility toward the Contract Holder for the result of using VLJ, regardless of whether due to a defect or failure in the equipment required for the provision of VLJ, unauthorized access by a third party, compulsive measures based on laws and regulations, or any other factors.

Article 19. Non-guarantee

The Company does not guarantee the following to the Contract Holder.

Chapter 6. Miscellaneous Rules

Article 20. Abolishment of VLJ

1. VLJ may be abolished in part or full by the Company.
2. If VLJ is abolished in part or full under the provisions of the preceding paragraph, contracts related to VLJ shall be terminated in part or full.
3. The Company shall not be responsible for any damages incurred by the Contract Holder or a third party as a result of the abolishment of VLJ in part or full.
4. If the Company wishes to abolish VLJ in part or full under the provisions of Paragraph 1, the Company shall notify the Contract Holder by a reasonable period of time in advance.

Article 21. Obligations of the Contract Holder

1. The Contract Holder shall comply with the following.
1. The Contract Holder shall not license use of VLJ to a third party, relicense VLJ to a third party, or otherwise enable a third party to use VLJ.
2. The Contract Holder shall not enable multiple people to use VLJ with one ID prescribed in the fee table.
3. The Contract Holder shall not infringe on the copyrights or the other rights of the Company or a third party.
4. The Contract Holder shall not use VLJ to alter, delete etc. the data of the Company or a third party that is accessible.
5. The Contract Holder shall not use VLJ while posing as a third party.
6. The Contract Holder shall not intentionally transmit a harmful computer program etc.
7. The Contract Holder shall not access the equipment of the Company without permission and interfere with the use or operation of such equipment.
8. The Contract Holder shall not gather the information of a third party without gaining the consent of the involved person or through fraudulent means.
9. In addition, the Contract Holder shall not commit an act in violation of laws and regulations, Terms of Use, or public order and morals, an act that interferes with operations of the service, an act that harms trust in the Company, or an act that inflicts disadvantages on the Company or a third party.
10. The Contract Holder shall not conduct any other act that could be viewed as or is similar to the previous items.
2. If the Contract Holder damages the equipment etc. of the Company related to VLJ in violation of the provisions of the preceding paragraph, the Contract Holder shall pay the expenses required for repairs and other work etc. by the deadline designated by the Company.
3. The Company shall not be responsible for any damages incurred by the Contract Holder or other party as a result of the Contract Holder being in violation of the obligations prescribed in this article.
4. The Contract Holder shall take the required measures toward users of VLJ to ensure that they comply with the provisions of the Terms of Use. If damages are incurred by a user or a conflict arises between users as a result of VLJ use, the Contract Holder shall resolve the matter at their own cost and responsibility and the Company shall not be held responsible at all.
5. The Contract Holder shall be responsible for the management of IDs and passwords related to VLJ (below, “IDs etc.”) and must not carelessly disclose such information to a third party. If the Company confirms that the Contract Holder IDs etc. match, it shall be deemed that VLJ was used by the Contract Holder registered as the party holding such IDs etc.
6. If the Contract Holder being in violation of the provisions of the preceding paragraph causes a significant interference or is deemed by the Company of having the potential to cause a significant interference with the performance of operations by the Company or the Company’s equipment related, the Company may change IDs etc. or take other necessary measures. The Company shall not be held responsible for any damages incurred by the Contract Holder as a result of such measures.
7. If taking the necessary measures under the provisions of the preceding paragraph, the Company shall notify the Contract Holder of the measures along with the reason in advance. However, this does not necessarily apply in emergencies or other unavoidable circumstances.

Article 22 Notices to the Contract Holder.

Notices to the Contract Holder can be provided through any of the following methods based on the judgment of the Company.

Article 23. Intellectual Property Rights of the Company

1. All copyrights related to programs or goods including software etc. that are lent or presented to the Contract Holder by the Company in relation to the provision of VLJ (including contents etc. presented through the Terms of Use, service specifications, user manual, and VLJ; referred to as “programs etc.” below in this article) and all intellectual property rights such as know-how included within belong to the Company or a party designated by the Company.
2. The Contract Holder shall handle programs etc. as follows.
1. The Contract Holder shall not use programs etc. for purposes other than the purpose of use of VLJ.
2. The Contract Holder shall not duplicate, alter, edit, adapt, or generate derivatives of programs etc. or engage in reverse engineering, reverse assembling, or reverse compiling of programs etc., or otherwise extract the source code related to programs or contents.
3. The Contract Holder shall not lend or transfer the programs etc. to a third party or set the programs etc. as collateral for a third party, regardless of whether or not for commercial purposes.
4. The Contract Holder shall not delete or change copyright indications that have been displayed by the Company or a party designated by the Company.
3. The provisions of this article shall be effective even after the termination of the Agreement.

Article 24 .Handling of Personal Information etc.

The handling of personal information etc. acquired by the Company for the provision of VLJ by the Company is as per separately prescribed by the Company.

Article 25. Confidentiality Obligations

1. The Contract Holder shall use confidential information concerning sales, technologies, and business confidential information disclosed in relation to VLJ disclosed (including the user manual etc.; below, “confidential information”) only for the use of VLJ, and the Contract Holder must not disclose or divulge such confidential information to a third party or use if for a purpose of use other than VLJ use without the advance written approval of the Company. However, this does not necessarily apply in the following cases.
1. In the case of information that was public knowledge at the time of disclosure
2. In the case of information that became public knowledge after disclosure to the Contract Holder due to grounds the Contract Holder is not responsible for
3. In the case of information that was rightfully obtained by the Contract Holder from a third party under no obligation of confidentiality
4. In the case of information that was independently developed by the Contract Holder without any use of the confidential information obtained from the Company
5. In the case of information that the Company has consented in writing to remove from the scope of confidentiality obligations
2. If disclosure is requested under laws and regulations or disclosure is requested based on an order, judgment, order, or other method by a court or public institution, the Contract Holder can disclose the confidential information of the Company to that body withing the minimum scope required. However, if the Contract Holder receives such a request, the Contract Holder shall notify the Company of such a request before disclosure to the extent possible.
3. The provisions of this article shall continue to remain effective even after the termination of the VLJ use agreement.

Article 26. Export Controls

When using VLJ or technologies used in VLJ (below, “VLJ etc.”), the Contract Holder shall acknowledge the possibility of it falling under export controls based on Japanese foreign exchange, foreign trade, or other export related regulations or US export control regulations and possibility of it falling under export regulations in other countries. The Contract Holder shall comply with these regulations, and must not transfer, export, or re-export VLJ etc. to a company, resident, or citizen in an embargoed country or country subject to trade controls or to an embargoed party or an embargoed country without appropriate government permission. The Contract Holder must not use VLJ etc. for the development, production, or use of weapons of mass destruction such as nuclear weapons or standard weapons as prescribed in Japanese foreign exchange, foreign trade, or other export related regulations.

Article 27. Court of Jurisdiction

If a dispute arises between the Contract Holder and the Company regarding VLJ, it shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 28. Governing Law

The governing law for the Terms of Use is the law of Japan.

 

Fee schedule

VLJ category	Unit	Fee amount (tax included)	Provision period
Starter Pack	ID	6,600 yen	6 months
VLJ Level 1	ID	32,780 yen	6 months
VLJ Level 2	ID	32,780 yen	6 months
VLJ Level 3	ID	32,780 yen	6 months
Administrator ID	ID	5,500 yen	6 months
Online Japanese conversation	ID	99,000 yen	6 months