Terms and Conditions

Terms and Conditions for Progate Team Plan

These Terms and Conditions (these "T&C") stipulate the terms under which the Service is provided and the rights and obligations that arise between Progate, Inc. (the "Company") and the customers using the Service (the "Customers"). When using the Service, the Customer must read the full text of these T&C and agree to these T&C.

Article 1. (Application)

1.	The purpose of these T&C is to set forth the terms and conditions under which the Service (as defined in the following Article; the same shall apply hereinafter) is provided and the rights and obligations that arise between the Company and the Customer.

2.	These T&C apply to all relationships with the Company that arise when the Customer uses the Service.

3.	In the event these T&C differ from the explanation of the Service outside of these T&C, the provisions of these T&C shall prevail.

Article 2. (Definitions)

1.	The "Service" means the programming learning services for corporations provided by the Company.

2.	Customers shall use the Service to strengthen their own development capabilities and develop human resources, and the Company shall provide the following services as Service to employees and other individuals (limited to those who have continuous contractual relationships with the Customer, such as an agent or contractor) designated by the Customer. For the use of the Service, the employees and other individuals designated by the Customer shall register as members of the services for individuals provided by the Company free of charge.
- The Plus Plan
The Plus Plan refers to a plan for corporations that enables employees and other individuals designated by the Customer to use the functions equivalent to the fee-based service "Progate Plus" and the free service provided by the Company, and that enables the Administrator to manage and analyze the status of individual use.

Article 3. (Definition of Terms)

The following terms used in these T&C shall have the meanings set forth below.

(1)	The "Agreement" shall mean the contract entered into between the Company and the Customer concerning the use of the Service, the principal part of which is these T&C.
(2)	"Team Account" means an account provided to the Customer by the Company for the use of the Service, by the Customer’s providing the Company with the registered information designated by the Company.
(3)	"Administrator" means the individual described in the "Administrator’s Name" section in providing the registration information as referred to in the preceding paragraph.
(4)	"Affiliated User" means a user who, following the procedure in Article 5, Paragraph 1, has become to belong to the Team Account.
(5)	"Administrator User" means an Affiliated User who is authorized to administer the Team Account as designated by the Administrator or other Administrator User.
(6)	"Non-Administrator User" means an Affiliated User who is not an Administrator User.
(7)	"Active User" means an Affiliate User who is authorized by the Administrator User to use a fee-based service equivalent to "Progate Plus" that is provided to individuals by the Company (the "Plus Membership Service").
(8)	"Non-Active User" means an Affiliate User who is not authorized by the Administrator User to use the Plus Membership Service.
(9)	"Terms and Conditions" mean the Progate Terms and Conditions for Use and the Terms and Conditions for Use of Progate Paid Members (Plus) as designated by the Company.
(10)	"Intellectual Property Rights" mean the "intellectual property rights" (chitekizaisanken) as defined in the Intellectual Property Basic Act of Japan (Act No. 122 of 2002).
(11)	"Landing Page" is the web page that introduces the Service (https://prog-8.com/business).

Article 4. (Provision of Service and Period of Use, etc.)

1.	If the Customer wishes to use the Service, the Customer shall agree to these T&C and apply to the Company for the use of the Service in the manner prescribed by the Company.

2.	The Company will review the Customer and the application details in accordance with the Company’s standards and notify the Customer of the results. If the Company judges that it is not appropriate, the Company may not approve the use of the Service by the Customer or impose usage restrictions. The Company shall not be obligated to disclose the reason for its decision.

3.	The Agreement shall be formed pursuant to these T&C upon the issuance by the Company of notice to the Customer that the use of the Service is approved.

4.	The period of use of the Service, the number of users, etc. shall be as set forth on the Landing Page of the Service and in Article 6 hereof.

Article 5. (User Management)

1.	The Administrator User may invite to the Team Account by notifying the invitation URL stated on the management screen of the Team Account to his/her designated employees and other individuals (collectively, the "Invitees"). The Invitees may become an Affiliated User by either of the following methods:
(1)	If the Invitee is already a member of the service for individuals provided by the Company:
Accessing the notified invitation URL (If the Invitee has not logged in, he/she needs to log in from the URL.)
(2)	If the Invitee is not a member of the service for individuals provided by the Company:
Accessing the notified invitation URL and registering as a member of the service for individuals.

2.	Affiliated Users have a status, which is divided into Active Users and Inactive Users. Administrator Users may change this status at any time.

3.	Active Users may use the Plus Membership Service, and Non-Active Users may use only those services equivalent to the free services provided by the Company to individuals (the "Free Membership Services").

4.	The number of users of the Service is measured by the total number of Active Users, not the total number of the Affiliated Users.

5.	The Affiliated User may, of his or her own volition, withdraw from the Team Account at any time; provided, however, that the foregoing shall not apply if the Administrator User is the sole Administrator User of the team to which he/she belongs.

6.	Administrator Users may at any time remove any Affiliated User from the Team Account. Users who cease to be an Affiliated User will continue to be on the services for individuals provided by the Company as a free member of such service.

7.	If a person who becomes an Affiliated User pursuant to the Paragraph 1 is already a paid member of the service for individuals provided by the Company, the membership registration will be automatically terminated when he/she becomes an Affiliated User. In this case, such person will be refunded the amount obtained by subtracting the portion corresponding to the number of days already used as a paid member (the total number of days from the date of the most recent payment to the date on which he/she became an Affiliated User) from the membership fee paid most recently.

Article 6. (Fees and Payment Method)

1.	In using the Service, the Customer shall pay to the Company the fee set forth on Landing Page of the Service (the "Fee,") in accordance with the Paragraph 5.

2.	In the event that the Customer delays the payment of the Fee, the Customer shall pay to the Company the late charges (chien-songaikin) at a rate of 14.6% per annum.

3.	In the event the Customer terminates the Service during the period of use (including when the Team Account is deleted), the Fee paid will not be refunded regardless of the reason.

4.	Any change in the number of persons during the period of use shall be subject to the conditions set forth in the Paragraph 5. If the number of users is changed, the renewal shall be processed based on the number of users at the time of renewal.

5.	The Customer shall pay the Fee to the Company by credit card settlement or bank transfer, and the payment date of the Fee and the treatment of change of the number of users during the period of use shall be subject to the following:

[Payment date of the Fee and handling of plan or number change during the period of use]
(1)	Payment of the Fee and its due date
-	In the case of credit card settlement, the Fee for the first one (1) month shall be paid on the application date. In each subsequent month, the Fee for the next month shall be settled on the same date as the application date.
-	In the case of bank transfer, the Fee for the entire period of use shall be paid in a lump sum by the end of the month following the application date by remitting it to the bank account designated by the Company.

(2)	Change in the number of users during the period of use
-	In the case of credit card payments, when the number of users is changed during the period of use, calculation shall be prorated on a daily basis in accordance with the increase or decrease in the number of users, and the user fee shall be increased or subtracted accordingly.
-	In the event of a bank transfer, even if the number of users is increased in the middle of the month during the period of use, the entire one-month Fee shall be added. The additional Fee as set forth below shall be paid in a lump sum by the end of the next month following the increase.
[Additional Fee (in case of 3-month use)]
1. If the number of users increases within one month of the application:
→Number of increased users x 3-month Fee
2. If the number of users increases within the second month from the date of application:
→Number of increased users x 2-month Fee
3. If the number of users increases within the third month from the date of application:
→Number of increased users x 1-month Fee
The number of users cannot be reduced during the period of use.

Article 7. (Customer’s Responsibilities)

1.	In using the Service, access to the Internet is needed. The equipment, software, communication methods, etc. shall be properly prepared, installed, and operated by the Customer at the Customer’s own expense and responsibility. The Company is not involved in the Customer's access environment and shall not be responsible for preparing, installing, or operating them.

2.	In the event of any change in the "company information" registered in the Service, the Customer shall immediately effect the change by account settings. The Company shall not be liable for any damage caused by the Customer’s failure to make such change.

Article 8. (Administrating Authority of Administrator Users and Management of Administrator Account, etc.)

1.	The Administrator User shall have the following privileges. Please be careful when designating an Administrator User:
(1)	Changing the number of users of the Service;
(2)	Termination of the Service;
(3)	Removal of an Affiliated User from the Team Account;
(4)	Changing the status of an Affiliated User;
(5)	Designating another Affiliated User as an Administrator User;
(6)	Designating another Administrator User as a Non-Administrator User;
(7)	Changing company information; and
(8)	Deleting a Team Account.

2.	The Customer shall be responsible for properly managing and storing the account of the Administrator Users with respect to the Service (the "Administrator Accounts"). The Administrator Accounts shall not be used by any third party, nor shall they be lent, transferred, renamed, sold, or otherwise.

3.	The Customer shall be liable for any damage caused by inadequate management of the Administrator Accounts, errors in use, use by a third party, etc., and any damage caused by the acts of the Administrator as set forth in Paragraph 1, and the Company shall have no responsibility therefore.

Article 9. (Management of Affiliated Users)

1.	The Customer shall be obliged to comply with these T&C when using the Service and at the same time to cause its Affiliated Users to comply with the Terms and Conditions; provided, however, that any provisions of the Terms and Conditions that are inconsistent with these T&C, including Article 3 (Fee and Payment Methods) of the Terms and Conditions for Use of Progate Paid Members (Plus,) shall not apply to the Affiliated Users.

2.	The Customer shall be responsible to the Company for the actions of the Affiliated Users. The Company may deem that any breach of the Terms and Conditions by Affiliated User as a breach of the Customer.

3.	The Customer shall manage the Affiliated Users through Administrators and Administrator Users. If the Customer judges that the use of the Service by an Affiliated User is not appropriate, the Customer may restrict such Affiliated User’s use of the Service by deleting registration of the Affiliated User or changing the status of the Affiliated User.

Article 10. (Termination)

The Customer may terminate this Agreement at any time by paying the Fee for the entire period of use until the expiration thereof. The Company will not refund the Fee already received. Even in the event that the Customer terminates this Agreement, the users who used the Service as an Affiliated User shall remain on the service for individuals provided by the Company, as a free member of such service.

Article 11. (Deletion of Team Account)

The Team Account may be deleted at any time by "account settings." If the Team Account is deleted, the Plus Plan shall also be terminated immediately even before expiration of the period of use, and the Service may no longer be used.

Article 12. (Withdrawal of Affiliated Users)

1.	The Affiliated User may withdraw from the service for individuals provided by the Company at any time except as set forth in the Paragraph 2.

2.	At least one (1) Administrator User shall be designated within the Team Account. If there is only one (1) Administrator User within the Team Account, the Administrator User cannot withdraw from the service for individuals provided by the Company. In such a case, the Administrator User may withdraw from the service by designating another user within the Team Account as an Administrator User, or deleting the Team Account.

Article 13. (Prohibited Matters)

1.	In using the Service, the Customer shall not commit any act falling under any of the following items or any act that the Company deems to fall under any one of the following items, and the Customer shall ensure that the Affiliated Users are fully aware of these prohibited matters:
(1)	To have an Affiliated User's account (the "Affiliated Account") be used by another Affiliated User or a third party;
(2)	Any act that violates the law or relates to crime;
(3)	Fraud or intimidation against the Company, other users of the Service, or any third party;
(4)	Any act that offends public order and morals;
(5)	Any act that infringes Intellectual Property Rights, portrait rights, privacy rights, reputation or any other rights or interest of the Company, other users of the Service, or any third party;
(6)	Any act that imposes expressive loads on the network or system, etc. of the Service, or intentionally takes advantage of any flaw of the Service;
(7)	Any act that likely hinders operation of the Service;
(8)	To provide or disclose the contents of the Service to a third party (which is a person other than the Affiliated User,) except as set forth in Paragraph 2;
(9)	To use the Service for purposes other than those stipulated in Article 2, Paragraph 2, except as set forth in Paragraph 2; or
(10)	Any other act that the Company deems inappropriate.

2.	The Customer may use the programming learning service "Progate" and related services provided by the Company for the commercial purposes only with prior approval in writing or by email of the Company and pursuant to the rules set forth by the Company.

Article 14. (Suspension of Use, etc.)

1.	The Company may suspend or restrict the use of the Service by the Customer or terminate this Agreement, and delete the Customer’s account without prior notice in the event that the Customer falls under any of the following.
(1)	Breach of any of the provisions of these T&C;
(2)	Where it is found that there is a false fact in the registered matters; or
(3)	It is judged by the Company that the Customer is an anti-social force, etc. (meaning an organized crime group, an organized crime group member, a rightist group, an anti-social force, or the like; hereinafter the same) or engages in any communication or involvement with anti-social forces, etc., such as cooperating with or engaging in the maintenance, operation, or management of anti-social forces, etc. through the provision of funds or other means;
(4)	It is determined that the Customer who has breached any contract with the Company or the Customer is a related to any person who has breached any contract with the Company; or
(5)	In addition to the foregoing, the Company judged that it is inappropriate to allow the Customer to use the Service, be registered as a registered user, or continue the contract for the use of the Service.

2.	In the event that an Affiliated User of the Customer falls under any of the items in the preceding Paragraph, the Company may, without prior notice, suspend or restrict the use of the Service by the Affiliated User, delete the Affiliated User's account, or delete the Affiliated User’s registration for the services for individuals provided by the Company.

3.	The Company shall have no responsibility for any damage that may be caused to the Customer by any act taken by the Company pursuant to this Article.

Article 15. (Suspension of Service)

1.	If any of the following events occurs, the Company may, without serving prior notice to the Customer, suspend or cease provision of all or part of the Service:
(1)	Emergent checkup or maintenance of the computer system for the Service is carried out;
(2)	Computer or communication lines, etc. are suspended due to an accident;
(3)	Operation of the Service is severed due to earthquake, lightning strike, fire, wind or flood damage, blackout or an act of providence, or any other force of nature event; or
(4)	In addition to the foregoing, the Company deems it necessary to suspend or cease the Service.

2.	The Company shall have no responsibility for any damage that may be caused to the Customer from the measures taken by the Company pursuant to this Article.

Article 16. (Modification or Termination of Service)

The Company may, for any reason, modify or terminate the provision of the Service. In the event the Company terminates the Service, the Company shall notify the Customer in advance.

Article 17. (Disclaimer of Warranties and Exclusion of Liabilities)

1.	The Company does not warrant that the Service meets the particular purpose of the Customer, or has the expected functionality, product value, accuracy, or utility, that the use of the Service by the Customer conforms to the laws or regulations applicable to the Customer, or to the internal rules of trade associations, or that no defects will arise. For better service, the Company will from time to time improve the Service, but shall have no obligation of improvement or repair in response to the request of improvement or repair of a particular function from the Customer.

2.	The Company shall have no obligation to indemnify the Customer from any damage arising from suspension, cessation, discontinuance, lack of service or change of the Service, deletion or loss of message or information that the Affiliated User sent to the Service, deregistration of Affiliated User, loss of registered data or failure or damage of a device caused by the use of the Service, or any other damage that the Customer incurred in relation to the Service.

3.	In case the Company shall have any obligation of indemnification for any reason, the Company’s obligation of indemnification for the damage caused to the Customer shall not exceed the amount of the Fee that the Customer paid to the Company in relation to such damage. The Company shall have no obligation of indemnification for ancillary, indirect, special or subsequent damage, or loss of profit.

4.	The Company shall have no liability for any transaction, communication or dispute that arises between the Customer and any other person in relation to the Service or website of the Company.

Article 18. (Confidentiality)

1.	"Confidential Information" in these T&C shall mean any information relating to the other party's technology, business, operation, finance, organization, and other matters provided or disclosed to or known by the other party, whether orally, in writing, or through other recording media, in connection with the performance of this Agreement; provided, however, that the following items shall be excluded from the Confidential Information:
(1)	Information already in the public domain or known to the public at the time of provision or disclosure from the disclosing party or at the time of acquisition;
(2)	Information that has become publicly known through publications or other means due to reasons not attributable to the receiving party after being provided or disclosed by the disclosing party or acquired by the receiving party;
(3)	Information lawfully obtained from a third party with the authority to provide or disclose the information without any obligation of confidentiality;
(4)	Information developed independently without using Confidential Information; or
(5)	Any information confirmed in writing by the disclosing party to the effect that confidentiality is not required shall be excluded from the Confidential Information.

2.	The parties of this Agreement shall use the Confidential Information solely for the purpose of performing this Agreement and shall not provide, disclose or divulge the Confidential Information of the other party to any third party without the written consent of such other party.

3.	Notwithstanding the provisions of the preceding Paragraph, the parties of this Agreement may disclose the Confidential Information of the other party in accordance with any order, demand or request of any law, court or governmental agency; provided, however, that such party shall promptly notify the other party of any such order, demand or request.

4.	The parties shall obtain the prior approval of the other party to reproduce documents or other recording media containing the Confidential Information beyond the purpose set forth in Paragraph 2, and the reproductions shall be handled in accordance with Paragraph 2.

5.	The parties shall, at the time of termination of this Agreement or at any time as requested by the other party, return or destroy, without delay and in accordance with the instructions of the other party, the Confidential Information and any written or other recording medium describing or containing the Confidential Information and all copies thereof.

Article 19. (Personal Information, etc.)

The handling of personal information relating to the Service shall be in accordance with the privacy policy (https://progate.com/privacy_policy) separately set forth by the Company, and the Customer shall agree that the Company will handle the Customer’s personal information in accordance with the privacy policy.

Article 20. (Intellectual Property Rights)

1.	Intellectual property rights relating to images, movies, text, characters, programs, and all other information ("Images, etc.") within the Service shall belong to the Company or the person who has licensed the use of the same to the Company (the "Rights Holder"). The Customer and the Customer’s Affiliated Users may not reproduce, transmit, or otherwise use the Images, etc. without prior permission from the Company or the Rights Holder, except as permitted by law.

2.	The name of the Service and other names of goods and services displayed in the Service include names for which the Company or third parties have trademarks or other rights of use. These T&C do not assign or license Intellectual Property Rights to the Customer or the Customer’s Affiliated Users. In addition, the Customer or the Customer’s Affiliated Users shall not apply for registration or transfer of any Intellectual Property Rights pertaining to the Service.

3.	All copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act of Japan) pertaining to the text relating to inquiries and questions made by the Customer’s Affiliated Users using the functions of the Service shall be transferred to the Company in its entirety at the time the Affiliated User inquires or questions. The Company shall be entitled to analyze its services, compile statistical data, publish and perform any other business using such text.

Article 21. (Assignment of Contractual Status, etc.)

1.	The Company and the Customer shall not assign, transfer, pledge, or otherwise dispose of the status under these T&C or rights and obligations under these T&C to any third party without the prior written consent of the other party.

2.	Notwithstanding the provisions of the preceding Paragraph, in the event that the Company transfers the business relating to the Service to another company, the Company may assign to the transferee the status under these T&C, the rights and obligations under these T&C, the matters registered by the Customer and other relevant Affiliated User information by way of the business transfer. The Customer hereby agrees to this in advance. The transfer of business as set forth in this Paragraph shall include not only ordinary business transfers but also mergers, corporate splits, and any other cases in which the business is transferred.

Article 22. (Severability)

In case any provision or part of these T&C shall be held invalid or unenforceable, the remainder of these T&C and the other parts of the provisions held invalid or unenforceable shall continue in full force and effect, and the parties to these T&C shall endeavor to cause such invalid or unenforceable provisions or parts to be lawful, to make necessary amendments so that such invalid or unenforceable provisions are enforceable, and to ensure the purport of such invalid or unenforceable provisions or parts and the equivalent effect legally and economically.

Article 23. (Survival Clauses)

The provisions of Articles 17 to 23 shall survive the termination of these T&C; provided, however, that Article 18 shall survive for only three (3) years after termination of these T&C.

Article 24. (Governing Law and Jurisdiction)

The governing law of these T&C shall be the laws of Japan, and the Tokyo District Court shall be the exclusive jurisdictional court of first instance for any dispute arising out of or in connection with these T&C or the Service.

Article 25. (Consultation)

Any matter not stipulated herein or any doubtful point concerning the interpretation of the provisions hereof shall be settled in good faith after due consultation between the parties hereto.
(Second version: promulgated on December 28, 2017)
(First version: promulgated on August 28, 2017)