This terms and conditions on LiLz Gauge shall be biding between the customer (“Customer”) and LiLz Inc. (“LiLz”) (this “Agreement”). By clicking the checkbox on LiL’z Website, the Customer acknowledge and agree to be bound by this terms and conditions.
1.1 Account Information shall mean the relevant information, including the account ID and password, to use the Service.
1.2 Customer’s Administrator shall mean the administrator who may access the the Web Site on the Customer’s behalf and who will act as the Customer’s administrator in relation to the Customer’s use of the Service.
1.3 Customer’s Authorized Users shall mean the users who are authorized to use the Service on behalf of the Customer.
1.4 Customer’s Data shall mean the data that the Customer uploads or obtains in the use of the Service.
1.5 Due Date shall mean the due date by which the Customer shall pay the Fees to LiLz, that is notified by LiLz to the Customer from time to time.
1.6 Fees shall mean the fees notified by LiLz to the Customer from time to time.
1.7 Management Account shall mean the account that LiLz grants to the Customer for the use of the Service.
1.8 Service shall mean the service that LiLz provides the Customer with the relevant application, software and any other system under this Agreement.
1.9 Web Site shall mean the website operated by the Customer.
2.1 The Customer shall provide LiLz with the relevant information in all the required fields indicated on the registration form on the Website for registering for the Service by the Customer itself.
2.2 The Customer shall ensure that the information that the Customer provided when the Customer registered for or subscribed to the Service remains current, complete, accurate and truthful.
2.3 LiLz reserves the right, acting in its sole discretion, to accept or reject the Customer’s registration for the Service.
3.1 The Customer shall pay the Fees to LiLz by the Due Date.
3.2 The Fees shall be paid in USD and shall be made to the bank account nominated by LiLz. The Customer shall be responsible for bank charges incurred in relation to the payments..
3.3 The Fees are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
3.4 If the Customer fails to make a payment to LiLz under this clause by the due date, without limiting the LiLz’s other remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum. Interest under this clause will accrue each day at 14.6%.
3.5 In case of the termination of this Agreement, the Customer shall not be entitled to any refund of any Fees paid in advance and any Fees due under this Agreement shall become payable immediately.
4.1 The Customer shall provide LiLz with the relevant information of the Customer’s Administrator and register the same as the Customer’s Administrator subject to LiLz’s approval. LiLz will grant an access for the Service to the Customer and grant the Management Account. The Customer shall ensure that the Management Account shall be used by the Customer’s Administrator.
4.2 The Customer shall provide LiLz with the relevant information of the Customer’s Authorized Users and register the same as the Customer’s Authorized Users subject to LiLz’s approval.
4.3 The Customer shall ensure that only the Customer’s Administrator and the Customer’s Authorized Users may use the Service and they will comply with all procedures and requirements described in this Agreement, the guidelines and any other materials provided by LiLz from time to time.
4.4 The Account Information shall not be shared with any person other than the Customer’s Administrator and the Customer’s Authorized Users and the Customer shall ensure no unauthorized access to the Account Information.
4.5 It is the Customer’s sole responsibility to:
i. control the disclosure and use of the Account Information;
ii. authorize, monitor and control access to and use of the Account Information; and
iii. promptly inform LiLz if the Customer suspects that the Account Information is lost, stolen, compromised or misused.
In using the Service, the Customer shall:
i. comply with all laws, rules, regulations and duties applicable to the Customer’s use of the Service;
ii. not conduct any unlawful activity;
iii. not post any application programme or downloadable file;
iv. not upload or post any software or file which contains any virus, worm, harmful component or corrupted data or disrupt the normal flow of communications over the Web Site or otherwise act in a manner that negatively affects other users;
v. not collect, reproduce, distribute, transmit, publish or otherwise transfer or commercially exploit any other user’s information;
vi. not use any device, software, or routine to interfere or attempt to interfere with the proper working of LiLz’s system or to bypass any security features thereof;
vii. not take any action which imposes an unreasonable or disproportionately large load;
viii. not act in a way that is intended to harm, or a reasonable person would
understand would likely result in harm, to the rights and properties of LiLz and other third parties;
ix. not act on as or pretending to be another person;
x. not attempt to de-compile, disassemble, reverse engineer or use any other process to gain access to the source code;
xi. be responsible for procuring and implementing any information and communications technology systems required to enable you to use the Service; and
xii. keep all information that the Customer provided LiLz up to date.
6.1 LiLz may suspend the provision of the Service at its sole discretion if:
i. maintenance, improvements or inspection of the equipment for the Service are necessary; and
ii. LiLz is unable to provide the Service due to act of God, any force majeure event, any emergency events and other reasons beyond control of us.
6.2 LiLz shall not be responsible for any damages and losses incurred by you due to any suspension of the Service.
7.1 LiLz shall not be responsible or liable for any interruption or failure of hardware, software, networks, equipment services or systems which are not within LiLz’s control (“Span of Control”).
7.2 Span of Control excludes:
i. the Customer’s hardware, software, networks, equipment, services and system;
ii. the internet;
iii. modifications, updates, upgrades, new versions or termination of third party hardware, software, networks, equipment, services or systems which impact the performance of the Services;
iv. failure of electric power, air conditioning or humidity control or electrical surges; and
v. use of the Service not in accordance with this Agreement.
LiLz is constantly improving the Service to provide the best possible experience for the Customer. The Customer shall acknowledge and agree that the Service may change from time to time and LiLz may cease provision of the Service at any time without any compensations to the Customer by sending a notice to the Customer. If LiLz ceases provision of the Service, this Agreement automatically terminates.
9.1 All of the right in the Customer’s Data are the property of the Customer, provided, however, that the Customer agrees that:
i. LiLz may share the Customer’s Data with a third party if LiLz determines that such share is necessary for providing the Customer with the Service, provided, however, that LiLz shall not share the raw data of Customer’s Data with a third party with any modifications thereof; and.
ii. LiLz may use the Customer’s Data for the purpose of improving and developing its services.
9.2 LiLz may delete the Customer’s Data if the volume of the Customer’s Data stored exceeds the volume designated by LiLz and if this Agreement terminates. It is the Customer’s responsibility to back-up the Customer’s Data by itself and LiLz shall not be liable for any damages and losses incurred by you due to such loss of data.
All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Service in any medium belongs to LiLz or its third-party suppliers thereof. The Customer shall not acquire any proprietary interest in the Service except the limited rights granted under this Agreement.
11.1 Each party undertakes that it shall not disclose to any person any Confidential Information, unless it was already lawfully known by the disclosing party before the execution of this Agreement, except as permitted by clause 11.2..
11.2 Each party may disclose the other party’s Confidential Information:
i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
ii. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
11.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party or to be implied from this Agreement.
11.4 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
11.5 The obligations under this clause shall prevail the termination of this Agreement.
11.6 For the purpose of this clause, “Confidential Information“ shall mean any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers, (i) which is marked or indicated as confidential and (ii) which is disclosed in verbal communication by any member of its group and is indicated as confidential in written document or electric data within 30 days after the initial disclosure.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
i. the other party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
ii. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
iii. the other party repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
iv. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
v. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
vi. a petition is filed, a notice is given, a resolution is passed or an order is made, for or in connection with the winding up of the other party;
vii. an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
viii. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
ix. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
x. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
xi. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause iv to clause x inclusive; or
xii. the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.
13.1 Each party represents and covenants that it does not and will not constitute: an organized group of gangsters (“boryoku dan”); a member of an organized group of gangsters; a former member of an organized group of gangsters who has withdrawn from such group, but for whom five years has not yet elapsed since such withdrawal; a quasi-member (“jun kousei in”) of an organized group of gangsters; an affiliated business enterprise of an organized group of gangsters; a sokaiya corporate racketeer or the like; a hoodlum who claims to advocate for social activities or the like (“shakai undo tou hyoubou goro”); a violent group with special intellect (“tokushu chinou boryoku shudan”) or the like; or a person similar to any of the foregoing (hereinafter collectively referred to as the “Anti-Social Forces”); and that it does not and will not fall into any of the following Items:.
i. having a relationship that may be construed to result in any Anti-Social Forces having control over its management;
ii. having a relationship that may be construed to result in any Anti-Social Forces having substantial involvement in the management of Performer, its agent or its intermediary;
iii. having a relationship that may be construed as unduly making use of any Anti-Social Forces, such as using Anti-Social Forces for the purposes of unduly benefiting itself, its own company or a third party or causing damages to a third party;
iv. having a relationship that may be construed as providing funds for, or other means for the benefit of, any Anti-Social Forces; and
v. officers or people substantially involved in the management having a relationship with the Anti-Social Forces that is socially condemnable.
13.2 Each party covenants that it shall not engage in, or have a third party engaged on its behalf in, any of the following activities: making an unjustifiable demand using violence; making a threatening speech or behavior; or starting a malicious or false rumor, or discrediting the other party or disturbing the other Party’s business by fraudulent means or illegal force..
13.3 Each party may immediately terminate this Agreement without giving any prior notice or demand to the other party, if it is found that the other party violated any of the preceding clauses or that the other party has made false declaration with respect to the representation and covenant under clause 13.1.
14.1 To the maximum extend permitted by law, the service is provided on an “as is”, “as available” basis and, unless expressly stated to the contrary in this asone agreement, LiLz exclude all representations, warranties and guarantees, whether express or implied, by statute, trade or otherwise.
14.2 LiLz shall not be liable to the customer for any consequential or indirect damages that the customer may suffer in relation to the service, including, but not limited to lost profits suffered by the customer or any other benefit that the customer would receive if service works, lost revenues, lost business chance, loss of use of the service.
Any notice, communication or demand required to be given, made or served under this agreement shall be in writing in the English language and made in the manner that LiLz thinks reasonable.
16.1 The rights and obligations under this Agreement may not be assigned, transferred, pledged, delegated, sub-contracted or sub-licensed by the Customer without the prior written consent of LiLz.
16.2 LiLz may at any time transfer its obligations under this Agreement and any information given by the Customer including but not limited to Confidential Information to a third party.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
This Agreement shall be governed by and construed in accordance with the laws of Japan.
All disputes, controversies or differences arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan. The number of the arbitrators shall be one. The arbitral proceedings shall be conducted in English.
