The Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the Registered Users as well as the rights and obligations of Actcat, Inc. (hereinafter referred to as the “Company”) and the Registered Users with respect to the use of SideCI provided by the Company. Every user desiring the registration for the service will be required to read through the entire text of the Terms carefully before agreeing thereto.

Article 1 Scope of Application

1.1 The Terms shall define the rights and obligations of the Company and the Registered Users (as defined in Article 2), and shall apply to any relationship between the Company and the Registered Users with respect to the use of the Service (as defined in Article 2).
1.2 The rules and regulations concerning the Service which may be posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.

Article 2 Definitions

For the purposes of the Terms, the following terms shall have the meanings ascribed to them as follows:
(1) “Intellectual Property Rights" means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the rights to acquire these rights or to file an application for the registration of any of such rights.
(2) “Website” means the website on the Internet operated by the Company with the domain of “sideci.com”, including, without limitation, the new website in cases where the domain or contents of the Website are changed.
(3) “Applicant” means the “Applicant” defined in Article 3.
(4) “Registration Information” means the “Registration Information” defined in Article 3.
(5) “Registered User” means an individual or a corporation who is registered as a user of the Service in accordance with the provisions of Article 3.
(6) “Service” means the service of code review named SideCI provided by the Company including, without limitation, the new service in cases where the name or contents of the Service are changed.
(7) “Service Agreement” means the agreement with respect to the use of the Service in accordance with the provisions of the Terms which is executed between the Registered User and the Company pursuant to Article 3.4.
(8) “Third Party Services” means services provided by third parties such as the GitHub, which shall be used in relation to the Service.
(9) “Third Party Providers” means the entities which provide the Third Party Services.
(10) “Terms of Use for Third Party Services” means the terms applicable between the Registered User and the Third Party Providers.

Article 3 Registration

3.1 Any person who desires to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for the registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in a manner specified by the Company.
3.2 The application for the registration shall be made by an individual or a corporation that will use the Service, and applications by proxy will not be accepted. For each application for the registration, the Applicant shall provide true, correct and current information to the Company.
3.3 The acceptance or rejection of applications for the registration shall be determined by the Company in accordance with the criteria established by the Company. The registration of an Applicant as a Registered User shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted.
3.4 Upon the completion of the registration set forth in Article 3.3, the agreement with respect to the use of the Service in accordance with the provisions of the Terms shall be deemed executed between the Registered User and the Company, and the Registered User shall be entitled to use the Service in such a manner as specified by the Company.
3.5 The Company may reject the registration if:
(1) the Company determines that the Applicant is likely to violate the Terms;
(2) the Registration Information submitted to the Company contain, in whole or part, false or erroneous statements or omissions;
(3) the registration of the Applicant for the use of the Service has once been cancelled;
(4) the Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the necessary consent of his/her respective legal representative, guardian, curator or assistant; or
(5) the Company determines that the Applicant is antisocial forces (which mean gang groups, gang members, right-wing groups or other similar entities; the same shall apply hereinafter), or the Company determines that the Applicant is associated with or involved in antisocial forces in any manner such as cooperating or engaging in maintenance, operation, management of antisocial forces through funding or any other method.
(6) the Company otherwise determines that the registration would be inappropriate.

Article 4 Changes in Registration Information

In the event of any change in the Registration Information, the Registered User shall promptly notify the Company of such change in accordance with the procedure specified by the Company and submit to the Company the required information.

Article 5 Use of the Service

5.1 The Registered User shall be entitled to use the Service in accordance with the Terms in such a manner as specified by the Company, during the effective term of the Sevice Agreement.
5.2 The Registered User shall, with its own costs and responsibilities, prepare and maintain computers, software and other devices, and telecommunication line and other communication environment which are necessary to use the Service.
5.3 The Registered User shall, with its own costs and responsibilities, prepare and maintain security systems suitable for the Registered User’s environment for use of the Service to avoid attack of computer virus, unauthorized access, information leakage, etc.

Article 6 Fees and Payment Method

6.1 The fee and related conditions for paid services shall be as designated by the Company separately. The Registered User shall pay to the Company the fee for the plan purchased by the Registered User. The costs for the wire transfer and any other expenses concerning the payment shall be borne by the Registered User. br br6.2 In cases where the Registered User purchases a service the term of which shall be renewed automatically on a monthly basis, the Registered User shall pay to the Company the fee specified for the service as the consideration of use of the service, on the day in each month corresponding to the day of starting to use such service, in accordance with the conditions specified by the Company.
6.3 In cases where the Registered User purchases a paid service other than that provided for in Article 6.2, the Registered User shall pay to the Company the fee specified for the service as the consideration of use of the service, on the day of starting to use such service, in accordance with the conditions specified by the Company.
6.4 In the event of change of plans used by the Registered User, the Registered User shall pay the fee specified for the service used by it after the change, and Article 6.2 or 6.3 as applicable shall be applied to such payment, deeming the day of such change as the day of starting to use the service. The fees for both of the paid service before the change and that after change shall not be calculated on a per diem basis.
6.5 In cases where the Registered User desires to terminate the use of a paid service prior to the expiration of the period for use of the service, the Registered User shall notify the Company of the termination in accordance with the procedures specified by the Company. In cases where the Registered User terminates the use of a paid service prior to the expiration of the period for use of the service, the Registered User shall immediately pay to the Company the full amount of the fee for the period up to the expiration day; provided, however, that this shall not apply to cases where such termination is caused by a reason attributable to the Company.
6.6 Notwithstanding the foregoing, if the Company and the Registered User otherwise agree separately, the Registered User shall pay to the Company the fee in accordance with such agreement.

Article 7 Prohibited Activities

7.1 The Registered User shall be prohibited from engaging in any of the following activities with respect to the use of the Service:
(1) to perform any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Registered Users, the Third Party Providers or other third parties (including any act which raise such infringement directly or indirectly);
(2) to perform an act associated with a criminal act, or an act against public order and good morals;
(3) to transmit information which is indecent or harmful for minors;
(4) to transmit information related to relationship with people of opposite sex;
(5) to perform any act which violates any law or regulation, or the internal rules of the entity of which the Company or the Registered User is a member;
(6) to transmit information containing computer viruses or other harmful computer programs;
(7) to modify information which can be used for the purpose of the Service;
(8) to transmit through the Service data the volume of which is larger than the size of data specified by the Company;
(9) to perform any act which is likely to interfere with the operation of the Service by the Company; or
(10) to perform any other acts determined by the Company to be inappropriate.
7.2 In cases where the Company determines that the act of the Registered User to transmit information in the Service falls or is likely to fall under any of the items of Article 7.1, the Company may delete all or part of such information without any prior notice to the Registered User. The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of an action taken by the Company pursuant to this Article 7.2.

Article 8 Discontinuation or Suspension of the Service

8.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the use of the Service without prior notice to the Registered User:
(1) When the Company conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the Service;
(2) When a computer or telecommunications network ceases to operate or function as a result of an accident;
(3) When the operation of the Service becomes difficult due to fire, power failure, natural disaster, or any other cause of force majeure;
(4) When troubles, discontinuation or suspension of service, discontinuation of association with the Service, changes of specifications, etc. occur with respect to the Third Party Services; or
(5) When for any other reason the Company determines that the discontinuation or suspension will be necessary.
8.2 The Company may, in its discretion, terminate the provision of the Service. In this case, the Company gives prior notice to the Registered User.
8.3 The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with this Article 8.

Article 9 Retention of Information

The Company shall have no obligation to retain the messages or other information transmitted by or to the Registered User through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Company may delete such information at any time in its discretion. The Company shall not be responsible or liable for any damage incurred by the Registered User as a result of an action taken by the Company pursuant to this Article 9.

Article 10 Warning for Downloading ,etc.

In cases where at the commencement of or during the use of the Service the Registered User installs software or programs from the Website into his/her computers by way of downloading or other means, the Registered User shall exercise due care in order to prevent the loss or alteration of the information held by it, or any fault or damage to his/her equipment. The Company shall in no event be responsible or liable for such loss or damage incurred by the Registered User.

Article 11 Ownership and Intellectual Property Rights

11.1 All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its licensors, and unless otherwise provided for expressly herein, the use of the Service permitted through the registration under the Terms shall not be construed as assigning, or granting any license with respect to, any Intellectual Property Rights concerning the Website or the Service held by the Company or its licensors. The Registered User shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.
11.2 The Registered Users shall grant to the Company the non-exclusive, sublicenseable and royalty-free license to copy, reproduce, modify or otherwise use, without any restriction, the texts, graphics, videos and other data uploaded or transmitted in the Website or the Service by the Registered User.

Article 12 Cancellation of Registration

12.1 The Company may suspend temporarily the use by the Registered User of the Service or cancel the registration of the Registered User without any prior notice if:
(1) the Registered User violates any provision of the Terms;
(2) the Registration Information is found to contain false information;
(3) the Registered User uses or attempts to use the Service for such purposes or in such a manner as would cause damage to the Company, other Registered Users, the Third Party Providers or other third parties;
(4) Use of the Third Party Services or association with the Third Party Services becomes difficult in relation to the Registered User due to its violation of the Terms of Use for Third Party Services or other reasons;
(5) the Registered User interferes with the operation of the Service by any means;
(6) payment by the Registered User is suspended, or the Registered User becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other similar proceedings is instituted with respect to the Registered User;
(7) the Registered User dishonors any note or check issued or accepted by it;
(8) a petition is filed against the Registered User for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;
(9) the Registered User becomes subject to the procedures for tax delinquency;
(10) the Registered User dies or is subject to an order for the commencement of guardianship, curatorship, or assistance;
(11) the Registered User falls under any of the items of Article 3.5; or
(12) the Company determines for any reason that the continuation of the registration of the Registered User would be inappropriate.
12.2 In cases where the Registered User falls under any of items of Article 12.1, any and all monetary debt of the Registered User to the Company shall become forthwith due and payable, and the Registered User shall immediately pay such monetary debt.
12.3 The Registered User may cancel his/her registration as a Registered User by sending a 30 days prior notice to the Company in accordance with the procedures specified by the Company.
12.4 The Company may cancel the Registered User’s registration as a Registered User by sending a 30 days prior notice to the Registered User in accordance with the procedures specified by the Company.
12.5 The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of any action taken by the Company in accordance with the provisions of this Article 12.
12.6 In the event of the cancellation of the registration pursuant to this Article 12, the Registered User shall return, destroy or otherwise dispose of the software, manuals or any other materials supplied by the Company in connection with the Service, in accordance with the instructions provided by the Company.

Article 13 Disclaimer and Limitation of Liability

13.1 The Company does not warrant that the function of security hole detection in the Service will eliminate all security holes in the Registered User’s codes. The Company does not make any warranty which is not expressly provided for in the Terms even in cases where the Registered User has acquired from the Company, directly or indirectly, any information concerning the Service or other Registered Users.
13.2 The Company shall in no event be responsible or liable for any damage incurred by the Registered User as a result of errors in the codes or other data entered by the Registered User.
13.3 Although the Service may be associated with the Third Party Services, the Company makes no warranty regarding such association. The Company shall not be responsible or liable even when such association is not available.
13.4 In cases where the Service is associated with the Third Party Services, the Registered User shall comply with the Terms of Use for Third Party Services with its own costs and responsibilities. In no event shall the Company be responsible or liable for disputes, etc. which arise between the Registered User and the Third Party Providers.
13.5 The Registered User shall investigate at his/her own expense and responsibility to determine whether or not his/her use of the Service will violate any law or regulation applicable to the Registered User or the internal rules of the entity of which the Registered User is a member, and the Company makes no warranty that the use of the Service by the Registered User will comply with the laws and regulations applicable to the Registered User and the internal rules of the entity of which the Registered User is a member.
13.6 The Registered User shall, with his/her full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service or the Website which arise between the Registered User and other Registered Users, the Third Party Providers or other third parties. In no event shall the Company be responsible or liable for them.
13.7 In no event shall the Company be responsible or liable for suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any message or information from the Registered User, cancellation of the registration of the Registered User, loss of data or failure of or damage to equipment through the use of the Service, or any other damage incurred by the Registered User in connection with the Service.
13.8 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.
13.9 In no event shall the Company be responsible or liable for the damage incurred by the Registered User in connection with the Service. Even if, notwithstanding the provision of this Article 13.9 or other provisions which discharge the Company from liability for damages, the Company is responsible or liable for the damage by the application of Consumer Contract Law of Japan or other reasons, the responsibility and liability of the Company for the damage are limited to the total amount that the Company receives actually from the Registered User during the last 3 months before the date on which the cause of such damage occurs.

Article 14 Resolution of Disputes and Indemnity

14.1 The Registered User shall indemnify and hold harmless the Company from and against any damage incurred by the Company as a result of any breach by the Registered User of any provision of the Terms or resulting in connection with the use by the Registered User of the Service.
14.2 The Registered User shall immediately notify the Company of any claim against the Registered User brought by other Registered Users, the Third Party Providers or other third parties in connection with the Service or of any dispute arising between the Registered User and any of the other Registered Users or other third parties, and shall settle such claim or dispute at his/her own expense and responsibility and report the processes and results of the settlement to the Company at the request thereof.
14.3 In cases where a claim is brought against the Company by other Registered Users, the Third Party Providers or other third parties by reason of infringement of rights or for any other reason with respect to the use of the Service by the Registered User, the Registered User shall compensate the Company for any amount of money which the Company has been forced to pay to such other Registered Users, the Third Party Providers or other third parties based on such claim.

Article 15 Confidentiality

15.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company which may be provided or disclosed by the Company to, or come to the knowledge of, the Registered User in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Registered User at the time when the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (2) which becomes publicly known through publication or otherwise without fault of the Registered User after the information is provided or disclosed by the Company to or comes to the knowledge of the Registered User; (3) which the Registered User has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Registered User has developed independently of the Confidential Information, or (5) which is confirmed by the Company in writing to be excluded from the obligation of confidentiality.
15.2 The Registered User shall use the Confidential Information of the Company solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information of the Company to any third party without the Company’s prior written consent.
15.3 Notwithstanding the provision of Article 15.2, the Registered User may disclose the Confidential Information of the Company when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Company by the Registered User.
15.4 The Registered User shall first obtain the prior written consent of the Company if it intends to reproduce any document or magnetic storage media containing the Confidential Information of the Company, and shall keep the reproductions under strict control in the same manner as provided for in Article 15.2.
15.5 At any time upon request of the Company, the Registered User shall promptly return to the Company or destroy the Confidential Information of the Company and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Company.

Article 16 Effective Term

The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered User, and remain in force and effect between the Company and the Registered User until the earlier of the termination of the registration or the cessation of the provision of the Service.

Article 17 Amendment and Changes to Terms, etc.

17.1 The Company reserves the right to make amendment or change to the contents of the Service without restriction.
17.2 The Company reserves the right to make amendment or change to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article 17). In the event of any amendment or change to the Terms, the Company shall notify the Registered User to that effect. If the Registered User uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the Registered User shall be deemed to have agreed to such amendment and change made to the Terms.

Article 18 Notice

Any inquiries with respect to the Service or other communications or notices from the Registered Users to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered User shall be made in accordance with the procedures specified by the Company.

Article 19 Assignment of Terms

19.1 The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of his/her status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.
19.2 In cases where the Company has assigned the business regarding the Service to a third party, the Company may, as part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance. For the purposes of this Article 19.2, the assignment of business referred to above shall include, in addition to the usual form of assignment of business, split of the Company or any other form of restructuring of the Company which would result in a transfer of the business.

Article 20 Entire Agreement

The Terms constitute the entire agreement between the Company and the Registered User with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered User with respect to the matters contained herein.

Article 21 Severability

If any provision of the Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered User shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.

Article 22 Survival of Provisions

The provisions of Articles 6 (to the extent that the Fee is unpaid), 7.2, 8.3, 9 through 11, 12.2, 12.5, 12.6, 13 through 15, and 19 through 23 shall survive the expiration or termination of the Terms and remain in full force and effect.

Article 23 Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 24 Resolution Through Discussion

Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered User.
[Enacted on April 30th, 2014]
[Revised on April 1st, 2016]