Uninote Terms of Use

These Terms of Use (hereinafter "these Terms") set out, between Widsley Inc. (hereinafter "we" or "our company") and any corporation, organization, or similar entity that uses "Uninote" (hereinafter "the Service") provided by us (hereinafter the "Subscriber"), the conditions for the use of the Service.

Article 1 (Definitions)

The following terms used in these Terms are defined as follows.

(1) "User": an officer, employee, or other individual whose use of the Service has been authorized by the Subscriber. The Service, in principle, allows an unlimited number of registered Users per organization.

(2) "Subscriber Data": any data that the Subscriber or a User has recorded, captured on video, uploaded, or entered through the Service.

(3) "External Service": a web meeting system such as Zoom, or any service provided by a third party such as Salesforce.

(4) "Meetings, etc.": meetings, discussions, and other communications conducted in person, via online meeting services, or by other methods.

(5) "Third-party User": a person who participates in Meetings, etc., with a User and who is not a User.

Article 2 (Application and Amendment of These Terms)

These Terms apply to the contract regarding the use of the Service between us and the Subscriber (hereinafter the "Service Agreement") and to all other matters relating to it.
We may amend these Terms upon prior notice (14 days or more). The amended content will be announced on our website or by similar means. However, for minor amendments, the notice period may be shortened or omitted.
If the Subscriber cannot agree to the amended Terms, the Subscriber may terminate the Service Agreement by notifying us during the notice period set out in the preceding paragraph.
The specific content of the Service Agreement follows the plan-specific details posted on our website or by similar means. Data viewing periods, retention periods, storage capacity, integration methods, support content, and similar parameters each have specific settings, so be sure to review them.

Article 3 (Formation of the Service Agreement)

A person wishing to use the Service must agree to these Terms and submit our specified application form to apply, and the Service Agreement is formed at the point we accept the application. The applicant warrants that all registration information provided to us at the time of application is accurate.
We may decline to accept an application if there are false statements or omissions in the application form, if the applicant has previously delayed payment, if the applicant qualifies as an antisocial force, if the purpose of using the Service is to evaluate, investigate, or analyze the technology used in the Service, or if we otherwise deem the application inappropriate.
Even if damages arise to the applicant because we did not accept the application for the Service Agreement, we bear no responsibility except in cases of our willful misconduct or gross negligence.

Article 4 (Notifications of Registration Changes and Administrators)

If the registration information changes, the Subscriber must promptly notify us.
We will treat the registration information as always being up to date, and even if our notifications do not reach the Subscriber because the Subscriber failed to notify us of changes, such notifications will be deemed delivered.
The Subscriber must designate an administrator for matters relating to the use of the Service, and communications with us must be made through the administrator.

Article 5 (Management of IDs, Passwords, etc.)

The Subscriber must strictly manage User authentication credentials and must not disclose or lend them to third parties.
We bear no responsibility for any damage suffered by the Subscriber as a result of authentication credentials being used by a third party. All actions performed after authentication credentials have been entered will be deemed acts of the Subscriber.

Article 6 (Restrictions on Use)

The Subscriber may use the Service solely for the Subscriber's own business purposes and may not use it for any other purpose (including commercial purposes such as providing services to third parties, whether for compensation or free of charge).

Article 7 (Fees and Payment)

Fees consist of a "base plan" that does not depend on the number of Users, "additional storage options," and similar components.
Fees for monthly plans include a surcharge specified by us compared to yearly plans (monthly equivalent).
The Subscriber must pay fees using the payment method specified by us, and the Subscriber bears all payment processing fees and other costs required for payment. If tax arises because the Subscriber resides or is located outside Japan, the Subscriber bears the cost of such tax.
If the Subscriber delays payment, the Subscriber must pay late charges at an annual rate of 14.6% from the day after the due date until payment is made.

Article 8 (Storage Capacity and Automatic Charging)

Automatic charging: If the Subscriber's storage usage exceeds the allotted capacity, we will automatically purchase and apply additional storage to cover the shortfall and charge the Subscriber for the cost.
Turning automatic charging off (OFF setting): If automatic charging is turned OFF, once the capacity limit is reached, data additions are fully blocked and the service enters a "Read-Only state." We are under no obligation to provide any notice as the capacity limit is approached, and we bear no responsibility for missed records or the like due to turning automatic charging OFF.
The Subscriber acknowledges the automatic charging and the stopping of automatic charging set out in the preceding paragraphs and will not raise any objection with us regarding these measures.

Article 9 (Plan Changes and Prorated Calculations)

Upgrades: Changes to a higher plan apply immediately, and the prorated difference in fees is charged.
Downgrades and billing cycle changes: Changes to a lower plan or to the payment cycle are scheduled to take effect from the "next renewal date." If current usage exceeds the capacity of the target plan, downgrades are not possible unless data is deleted in advance or automatic charging is turned ON.

Article 10 (Consent for Recording and Compliance)

Before using the Service in Meetings, etc., with a Third-party User, the Subscriber is responsible for informing the Third-party User in advance that recording, video capture, and AI analysis may occur, and for obtaining valid consent.
If a Third-party User does not wish to use the Service at the time of the Meeting, etc., the User must immediately stop using the Service.

Article 11 (Integration with External Services)

Integration features with external systems via APIs are limited to plans separately designated by us, such as the "Business plan" or higher. We bear no responsibility for damages arising from specification changes or outages of External Services.

Article 12 (Handling of Personal Information and Confidential Information)

We handle personal information of the Subscriber obtained through the Service in accordance with our Privacy Policy.
We and the Subscriber will strictly manage confidential information disclosed by the other party in connection with the Service, not use it for purposes other than the Service, and not disclose or leak it to third parties.
Notwithstanding the preceding paragraph, the following information is not included in confidential information. (1) Information already held when disclosed by the other party (2) Information that was already public before disclosure by the other party (3) Information that became public after disclosure by the other party through no fault of the receiving party (4) Information lawfully obtained from a third party with proper authority without any confidentiality obligation
The confidentiality provisions of this article remain in effect for 5 years after the end of use of the Service.

Article 13 (Disclosure of Use Cases)

Unless otherwise requested by the Subscriber, we may disclose the Subscriber's name and logo as a company that has adopted the Service, and may use them in communications to third parties.

Article 14 (Intellectual Property Rights and Use of Data)

Intellectual property rights in programs and the like used in the Service belong to us, and the copyrights of Subscriber Data belong to the Subscriber.
The Subscriber grants us a free-of-charge, non-exclusive right to use Subscriber Data for purposes such as improving AI accuracy and the Service, and agrees not to exercise moral rights with respect to such use.
We may compile the information acquired through the Service into statistical data in a form that cannot identify the Subscriber or Users, and use it for the purposes of analysis, improvement, or disclosure of the Service.

Article 15 (Prohibited Acts and Non-Compete Obligations)

The Subscriber must not engage in the following acts: (1) Acts that violate laws and regulations or public order and morality (2) Unauthorized access to the Service or reverse engineering (3) Acts that interfere with, or are likely to interfere with, the use by other customers or Users, or the provision of the Service (4) Acts that view, alter, or tamper with data of other customers or Users, or any such attempt (5) Acts that damage the reputation or credibility of the Service or us
Non-compete obligation: During the term of this contract, the Subscriber must not develop a service similar to the Service, nor have a third party develop such a service.

Article 16 (Service Level)

We respond to inquiries from the Subscriber during weekdays (excluding Saturdays, Sundays, public holidays, and year-end/new-year holidays) from 10:00 to 18:00.

Article 17 (Interruption, Modification, and Termination of the Service)

We may temporarily suspend the Service without prior notice due to reasons such as system maintenance, natural disasters, or force majeure.
We may add to or modify the features of the Service at our discretion. The Subscriber agrees that such additions or modifications do not guarantee that all features or performance of the Service prior to the change will be maintained.
We may discontinue all or part of the Service at any time by giving at least 3 months' prior notice. We bear no responsibility for damages, losses, or lost profits incurred by the Subscriber due to the discontinuation of the Service.

Article 18 (Disclaimers and Damages)

We provide the Service (including the accuracy of AI analysis) on an as-is basis, and we do not warrant fitness for any specific purpose or completeness.
The Subscriber understands that the Service is inherently provided through the internet, which carries the risk of information loss or alteration, and must preserve (back up) necessary information at its own responsibility. We bear no responsibility for recovery, damages, or any other matter regarding damage suffered by the Subscriber due to information loss or similar events.
Where we are liable to pay damages (except in cases of our willful misconduct or gross negligence), the amount of damages is limited to the total fees paid to us by the Subscriber under these Terms during the most recent one year.
If a dispute with a third party arises in connection with the Subscriber's use, the Subscriber must resolve it at its own responsibility and expense and must not cause harm to us. The Subscriber will also compensate or indemnify us for any and all damages and costs (including attorney's fees for responding to such third parties) incurred by us due to disputes with third parties.

Article 19 (Termination of the Contract)

Regardless of whether the contract is monthly or annual, the Subscriber may terminate the contract from the following month onward by submitting a cancellation request in the manner specified by us no later than 7 days before the last day of the current month.
Even if there is an unused period due to mid-term cancellation of an annual contract under the preceding paragraph, we will not refund any received fees.

Article 20 (Termination and Suspension of the Service Agreement)

We may immediately terminate the Service Agreement or suspend the provision of the Service, without any notice, if the Subscriber falls under any of the following: (1) The Subscriber violates these Terms and fails to rectify the violation within 14 days of a notice from us (2) The Subscriber is subject to a stop of payment, attachment, bankruptcy petition, or similar (3) A bill or check is dishonored (4) The Subscriber's business license is revoked or its business is suspended by a supervisory authority (5) Significant changes in assets or credit standing occur that make continuation of the contract difficult

Article 21 (Post-Termination Handling and Surviving Provisions)

After the termination of the contract, we will in principle delete Subscriber Data from the system, but with respect to "audio data and text" we may continue to use that data without deletion for purposes such as improving AI technology. However, this does not apply if the Subscriber expressly requests deletion. The Subscriber may not require us to avoid deletion, and we bear no responsibility for any damage caused to the Subscriber or Users by the deletion of data.
Even after the termination of the Service Agreement, the provisions of Article 5 (Management of IDs, Passwords, etc.), Article 7 (Fees and Payment), paragraph 4, Article 12 (Handling of Personal Information and Confidential Information), Article 14 (Intellectual Property Rights and Use of Data), Article 15 (Prohibited Acts and Non-Compete Obligations), Article 18 (Disclaimers and Damages), Article 21 (Post-Termination Handling and Surviving Provisions), Article 23 (Exclusion of Antisocial Forces), and Article 26 (Agreed Jurisdiction and Governing Law) remain in effect.

Article 22 (Subcontracting and Prohibition of Assignment)

We may entrust part of the provision and maintenance of the Service to third parties.
The Subscriber must not assign its status or rights and obligations under this contract to any third party without our written consent.

Article 23 (Exclusion of Antisocial Forces)

We and the Subscriber warrant that neither they nor their officers qualify as antisocial forces.
If either party breaches this warranty, the Service Agreement may be terminated without any notice. If the Service Agreement is terminated under this provision, the terminated party may not make any claim against the terminating party for damages resulting from the termination.

Article 24 (Force Majeure and Severability)

We bear no responsibility if the performance of the Service is hindered by force majeure, such as natural disasters or changes in laws and regulations.
Even if part of these Terms is held invalid, the remaining provisions remain in effect.

Article 25 (Consultation)

If a question arises regarding the interpretation of these Terms or if a matter not provided for in these Terms arises, we and the Subscriber will consult in good faith and work to resolve the issue.

Article 26 (Agreed Jurisdiction and Governing Law)

The governing law of these Terms is the laws of Japan.
We and the Subscriber agree that the district court having jurisdiction over the location of our head office will be the exclusive agreed jurisdictional court of first instance for any dispute concerning the Service.