Terms and Conditions

Terms and Conditions

These Terms and Conditions (hereinafter called “Terms and Conditions”) provide for terms and conditions of use of the application, “KUSANAGI Business Edition” that Prime Strategy New York, Inc. (hereinafter collectively called “Prime Strategy”) provides through its cloud service providers. The users of the service (hereinafter called “User”), shall agree to these Terms and Conditions and use the service in accordance with these Terms and Conditions. For purposes of these Terms and Conditions, Prime Strategy and User maybe be known and referred to individually as “Party,” or collectively as “Parties.”

Article 1 (Conditions of Installation and Formation of Contract)

1. The Users of the service shall install “KUSANAGI Business Edition” upon agreement of the Terms and Conditions through the procedures prescribed by Prime Strategy.
2. When the User installs “KUSANAGI Business Edition” upon agreement of these Terms and Conditions, a contract for the use of the service shall come into force between Prime Strategy and the User (hereinafter called “Service Use Contract”).
3. Any persons other than the User, or those who have previously violated these Terms and Conditions may not use KUSANAGI Business Edition.

Article 2 (Service)

1. The User may use the latest version of “KUSANAGI Business Edition.”
2. If any change of service causes disadvantage or damage to the User, Prime Strategy shall not be liable for such disadvantage or damage for any reason whatsoever.

Article 3 (Cost for Use of Service)

1. The cost for use of the service shall be the amount indicated by Prime Strategy through its cloud service providers.
2. The User shall pay the cost for use of the service to Prime Strategy through its cloud service providers.
3. Even if the Service Use Contract terminates due to the expiration, termination, and lapse of term, and/or for any other reason whatsoever, Prime Strategy shall not refund any service use fees and/or any other amounts that the User has paid to Prime Strategy in accordance with the Service Use Contract.

Article 4 (User Support)

1. In the case where the User sends a general inquiry about the use of “KUSANAGI Business Edition” to Prime Strategy or requests any other type of user support, the User shall, through the function of “KUSANAGI Business Edition,” perform such inquiries by first disclosing all necessary information for support, and may not request support through any other methods.
2. Any reply and communication shall be made to the User by Prime Strategy on the plug-in provided at the time of installation of “KUSANAGI Business Edition” by the User. Although Prime Strategy will make every effort to reply to all inquiries, it is not obligated to provide responses to all questions asked.

Article 5 (Confidentiality)

1. Prime Strategy will strictly store and manage all information disclosed by the User in relation to the service, including information necessary for support set forth in Article 4 of the Terms and Conditions (hereinafter called “Confidential Information”).
2. Notwithstanding the above provision, the Confidential Information shall not apply to information which:
   i. is already in the public domain before disclosure;
   ii. becomes part of the public domain without fault on the part of Prime Strategy after disclosure;
   iii. is already in the possession of Prime Strategy before disclosure;
   iv. is lawfully acquired by Prime Strategy from a duly authorized third party without any obligation of confidentiality;
   v. is independently developed by Prime Strategy without reference to the disclosed information.
3. Prime Strategy will not disclose or divulge the Confidential Information to third parties without the prior consent of the User. However, in the case where it is obligated by order of any court or laws and regulations to disclose said Confidential Information, Prime Strategy may disclose the Confidential Information to the extent necessary to a disclosure destination in accordance with the provisions of the applicable laws and regulations.

Article 6 (Management of Confidential Information)

1. Prime Strategy shall use the Confidential Information only for the purpose of providing the service, and shall obtain the prior consent of the other Party, when it is necessary to use, reproduce, or modify the Confidential Information beyond the scope of purpose.
2. Prime Strategy may disclose the Confidential Information disclosed by the User only to their officers, employees, legal counsel, or subcontractors who need to know the Confidential Information for the purpose of the service. In this case, Prime Strategy shall cause such officers and employees to perform the same degree of confidentiality obligations as those undertaken by Prime Strategy under these Terms and Conditions.

Article 7 (Subcontracting)

Prime Strategy may subcontract all or part of its services to any third party. In the case where Prime Strategy subcontracts all or part of its services to any third party, Prime Strategy shall be responsible for the selection and supervision of said third party.

Article 8 (Exclusion of Anti-Social Forces, etc.)

1. The term anti-social forces used in these Terms and Conditions shall mean organized crime groups, members of organized crime groups, quasi-members of organized crime groups, affiliated companies of organized crime groups, racketeer groups, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities or crime groups specialized in intellectual crimes, and any other similar parties.
2. The User and Prime Strategy represent, warrant and undertake that they do not and will not fall under the following items:
   i. Falling or having fallen under the category of anti-social forces;
   ii. Unjustly using anti-social forces for the benefit of either Party or any third party;
   iii. Providing favors to anti-social forces, including funding and providing facilities;
   iv. Having a relationship with anti-social forces that is socially stigmatized, including being intimately associated with anti-social forces;
   v. Being publicly recognized as a person who committed violent or threatening criminal acts or generally recognized to that effect through news reports or any other media, or being associated or connected with such a person;
   vi. Use of fraudulent means, violent acts or threatening words against the other Party by either Party itself or by using any third party;
   vii. Committing an act that damages or threatens to damage the other Party’s reputation and credit, etc., by spreading false rumors and using fraudulent or forcible means by either Party itself or by using any third party;
   viii.Falling under cases similar to each of the above items and committing an act similar to each of the above items.
3. In the case where the User or Prime Strategy violates the representation, warranty, or undertaking as set forth in Article 8, the other party may terminate the Service Use Contract without prior notice or demand.
4. In the case where the User or Prime Strategy terminates all or part of the Service Use Contract in accordance with the preceding paragraph, the terminating Party shall not be required to compensate for any damage caused to the other Party. When any damage is caused to the other Party as a result of violation of this Article, the violating Party shall compensate for such damages.

Article 9 (Termination)

1. The User and Prime Strategy may terminate the Service Use Contract without prior notice or demand in the case where the other Party falls under any of the following items:
   i. Upon either Party becoming insolvent, or committing any act of bankruptcy or having a receiver appointed or upon any proceeding being commenced by or against either Party under any law having to do with the settlement of debts, or upon an assignment for the benefit of creditors;
   ii. The acquisition or control of either Party’s business either directly or indirectly by any other party, including any governmental agency or body, by operation of law or otherwise;
   iii. A check or other monetary instrument issued by a Party to the other Party which has been dishonored by a bank or other applicable financial institution;
   iv. Notwithstanding the provisions set forth in Article 12 hereof, if for any reason, either Party is legally prohibited by the state, federal, municipal, or any other governmental authorities for performance the duties as contained in these Terms and Conditions;
   v. Failure by either Party to comply with any applicable laws, ordinances, regulations, judicial or administrative orders, or other legal requirements of any governmental authorities, federal, state, municipal or any other authority, pertaining to these Terms and Conditions;
   vi. Any breach of any of the terms, covenants, representations, warranties, agreements, and/or conditions of these Terms and Conditions by either Party;
   vii. Any actions of either Party which may adversely affect the image, credibility or reputation of the other Party;
   viii.A petition for attachment, seizure, auction, or foreclosure has been filed in relation to either Party’s property which is being used in conjunction with the services provided in these Terms and Conditions;
   ix. Either Party becomes subject to any tax lien for failure to pay taxes or other public dues.
   x. Either Party has become subject to a suspension of banking privileges or has had its accounts frozen by a financial institution or other government entity;
   xi. That any Party’s financial condition has worsened to the point which said Party cannot perform the obligations under these Terms and Conditions;
   xii. Any other unforeseen circumstances on the part of the either Party, which would make adherence to these Terms and Conditions difficult or impossible.
2. Notwithstanding the preceding section, Prime Strategy may terminate the Service Use Contract in the case where the User violates any of the provisions of these Terms and Conditions and fails to correct such violation within fourteen (14) days after receipt of Prime Strategy’s notice of said violation.
3. The termination of the Service Use Contract shall not prevent either Party from exercising its rights to seek compensation for damages from the other Party.

Article 10 (Unilateral Termination of Service)

1. Prime Strategy may terminate the provisions of its services by providing thirty (30) days prior written notice to the User by the method deemed appropriate by Prime Strategy, including but not limited to posting a notice on its website.
2. Prime Strategy shall not be liable for any damage caused to the User by the termination of the service.

Article 11 (Prohibited Matters)

1. In using the service, the User shall not commit the following acts:
   i. Act of violating any laws and regulations or these Terms and Conditions;
   ii. Act of violating the intellectual property rights, rights of publicity, privacy, reputation, and any other rights or interests of Prime Strategy or other users or any other third parties;
   iii. Act of destruction or obstruction of the functions of Prime Strategy’s servers or networks;
   iv. Act of obstructing the operation of the services provided by Prime Strategy;
   v. Act of providing false information to Prime Strategy;
   vi. Any other acts deemed inappropriate by Prime Strategy.
2. In the case where Prime Strategy determines that the User has committed or may commit any of the acts set forth in each item of the preceding section in this Article, Prime Strategy may limit the use of all or part of the service or immediately terminate the Service Use Contract without prior notice to the User.

Article 12 (Force Majeure)

Neither Party shall be liable for failure to perform any obligation under these Terms and Conditions in the event that performance is rendered impossible due to Force Majeure, including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, destruction or damage of goods or premises, fire, typhoon, earthquake, flood or accident, or due to acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof, or due to any labor, material, transportation or utility shortage or curtailment, or due to any labor trouble at the place of business of either Party or their suppliers, or due to any other cause beyond the control of either Party.

Article 13 (Limitation on the Assignment of Rights of the Service Use Contract, etc.)

The User may not assign or offer for security or any other purpose its status or all or part of its rights and obligations under the Service Use Contract to any third party without prior written consent of Prime Strategy.

Article 14 (Revision of Terms and Conditions)

1. Prime Strategy may revise and update these Terms and Conditions from time to time at its sole discretion.
2. In the case where Prime Strategy revises and/or updates these Terms and Conditions, Prime Strategy shall give notice of the contents of said revisions and/or updates on its website. The revised Terms and Conditions shall become effective one (1) week after notice of the revised Terms and Conditions, unless otherwise stated on such notice.
3. In the case where the User cannot or is unwilling to agree to any revised Terms and Conditions as set forth in section 2 above, the User shall uninstall “KUSANAGI Business Edition” and immediately stop using the service. In the case where the User uses the service after the revised Terms and Conditions have taken effect, the User shall be deemed to have agreed to the revised Terms and Conditions.

Article 15 (Indemnification and Limitation of Liability)

1. User covenants and agrees to fully defend, protect, indemnify and hold harmless Prime Strategy, its employees and agents, its subsidiaries and parent entities, and any entity owned, in whole or in part, by any such subsidiary or parent entity, from and against each and every claim, demand, or cause of action, and any liability, cost, expense (including, but not limited to, reasonable attorneys’ fees and expenses), damage or loss in connection therewith, which may be made or asserted against Prime Strategy, its employees, agents, contractors and subcontractors, that is a direct result of any breach of any provision of these Terms and Conditions, but excluding those damages which are determined by a non-appealable judgment of a court to result solely from a Prime Strategy’s gross negligence.
2. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL PRIME STRATEGY BE LIABLE FOR ANY LOSS OF PROFIT, ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY OR BY ANY OTHER PARTY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. ALSO, PRIME STRATEGY’S LIABILITIES SHALL NOT EXCEED THE AMOUNT OF THE COST PAID TO PRIME STRATEGY BY THE USER OVER THE LAST ONE (1) MONTH PERIOD.

Article 16 (Survival)

Article 3 (Cost for Use of Service), Article 5 (Confidentiality), Article 6 (Management of Confidential Information), Article 8 (Exclusion of Anti-Social Forces, etc.), Article 16 (Survival), and any other provisions that should survive as a matter of course in view of the nature of these Terms and Conditions will survive the expiration or termination of these Terms and Conditions.

Article 17 (Governing Law, and Jurisdiction)

1. These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of or based upon these Terms and Conditions, or the transactions contemplated hereby, may be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case located in New York City, County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Prime Strategy and User acknowledge and agree that any controversy which may arise under these Terms and Conditions are likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms and Conditions or the transactions contemplated hereby.
2. The Parties agree that a violation of certain Sections of this Agreement will result in injury to the other Party which are not compensable through damages and that an action for specific performance, preliminary or permanent injunctive relief or other equitable relief may be necessary. Subject to the provisions of section 1 of Article 17 as listed above, the Parties agree that any claims or causes of action for specific performance, preliminary or permanent injunctive relief or other equitable relief between the Parties shall be maintained in the state courts in the County of New York, State of New York, and each of the Parties specifically consent to said jurisdiction and venue for any such actions.

Article 18 (Miscellaneous)

1. Waivers. No waiver by any Party of any of the provisions hereof will be effective unless it is explicitly set forth in writing and signed by the Party waiving the provision. No waiver by any Party will operate or be construed as a waiver with respect to any failure, breach, or default not expressly identified by a written waiver. A Party’s failure to exercise, or its delay in exercising, a right, remedy, power, or privilege arising from these Terms and Conditions does not operate and will not be considered a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege under these Terms and Conditions preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
2. Successors. These Terms and Conditions shall be binding upon and inure to the benefit of Parties and their respective successors and assigns, except that User may not assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of Prime Strategy.
3. No Oral Changes. These Terms and Conditions and any provisions hereof and thereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally.
4. Translation. If these Terms and Conditions are translated into any other language but English, the English version shall remain controlling and prevail on any question of interpretation otherwise.
5. Rules of Construction. User agrees that he/she has had the opportunity to consult with an attorney of his/her choosing prior to entering into these Terms and Conditions, or decided not to consult with such attorney, and understand and agree that by entering into an agreement with Prime Strategy he/she agrees to be bound by these Terms and Conditions.
6. Severability. If any provision in these Terms and Conditions shall be found or be held to be invalid or unenforceable then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of these Terms and Conditions which shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by any Party. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly affects the Parties’ intent with regards to agreeing to these Terms and Conditions