Groovenauts, Inc. (“Groovenauts”) shall provide the “MAGELLAN BLOCKS” service (the “Service”) pursuant to the conditions set forth in these MAGELLAN BLOCKS Terms of Use (these “Terms of Use”). These Terms of Use shall apply to any and all account registrations, applications, use, payments, etc., in relation to the Service.

ARTICLE 1 (Content of Service, etc.)

1. The Service, comprised of more than one service plan and charging system, shall be provided for a fee, except in the case of coupon discounts and any other cases separately prescribed by Groovenauts.
2. Pursuant to the conditions set forth in these Terms of Use, etc., Groovenauts provides the Service to users who have completed the use application procedures for the Service in the method prescribed by Groovenauts, and users who have been using the Magellanic Clouds beta version service (collectively, “User”). The scope and conditions under which the Service is available shall be as set forth in these Terms of Use and on the Groovenauts homepage and service websites (collectively, the “Websites”).
3. Unless otherwise specifically set forth in these Terms of Use, etc., User may use the Service from the day on which such User has completed the use application procedure for the Service until the day on which Groovenauts terminates the provision of the Service (including termination of the provision of the service and suspension of use of the service, etc. to an individual User).
4. Groovenauts may provide all or some of the Users with alpha version of the Service, free of charge, within the scope and on the conditions separately prescribed by Groovenauts. With regard to the provision of the alpha version, Groovenauts shall provide no guarantee that the alpha version is furnished with any prescribed functions or otherwise, and shall not be liable for any damage incurred by User owing to the trial of the alpha version of the Service, for any reason whatsoever.
5. Groovenauts may entrust all or any part of the service of providing the Service to a third party.

ARTICLE 2 (Use Application, etc.)

1. A person who wishes to use the Service shall register a new account through the Websites (including registration through using an external service account designated by Groovenauts) and make an application for use of the Service by registering the method for paying the use fees (electronic payment (limited to PayPal, in the case of User being outside Japan) or payment on invoice (bank transfer)), etc. through the Websites or by a method separately prescribed by Groovenauts. An applicant shall be deemed to have agreed to these Terms of Use, etc. by way of making such application. If Groovenauts approves such application, Groovenauts shall provide notification to such effect to an applicant via e-mail or by another method separately prescribed by Groovenauts. At the time when such notification is made, an agreement on use of the Service shall be formed between such applicant (i.e., User) and Groovenauts (each such agreement, a “Service Use Agreement”).
2. Even if Groovenauts does not approve an application set forth in Article 2.1, Groovenauts shall not in any way be liable to disclose the reason for such non-approval.

ARTICLE 3 (Payment)

1. Pursuant to the method set forth in these Terms of Use, User shall pay, as consideration for the use of the Service, use fees according to the use results in the relevant preceding month (including use fees for each MAGELLAN BLOCKS service, use fees for Google Cloud Platform and charges separately prescribed by Groovenauts, etc.) based on the fee table posted on the Websites and other fee systems prescribed by Groovenauts.
2. Groovenauts shall, in accordance with the preceding paragraph, calculate each User’s use fees for the Service in the relevant preceding month (closed on the last day of each month), and, by no later than the 5th business day thereafter, shall send a notice relating to such use fees to such User by way of an invoice, or via e-mail or by another method separately designated by Groovenauts. The due date for payment of use fees shall be the last day of the month to which the issuance day of such notice belongs, unless otherwise set forth in such notice.
3. If User fails to pay any use fees set forth in the preceding paragraph by the prescribed due date for payment thereof, such User shall pay to Groovenauts a late payment charge at the rate of 14.6% per annum, in addition to the use fees.
4. After the formation of a Service Use Agreement, Groovenauts shall not return, for any reason whatsoever, the use fees, etc. that it has received, unless otherwise set forth in these Terms of Use.

ARTICLE 4 (Management of Account Information, etc.)

User shall not disclose, lease to or share with any third party any account information and password issued to User, and User shall strictly manage the same to ensure that the same will not be divulged to any third party. Even if User incurs damage due to inadequate management, error in use, use by a third party, etc. of his/her account information and password, Groovenauts shall not in any way be liable therefor.

ARTICLE 5 (Disclaimer)

1. Groovenauts shall provide no guarantee whatsoever as to the completeness, accuracy, utility, reliability, harmlessness, etc., of the Service.
2. Groovenauts shall not in any way be liable for any damage incurred by any User or third party due to any User’s use of or inability to use the Service.
3. If User’s use of the Service causes any infringement upon another User’s or a third party’s rights, or causes any dispute between the relevant User and another User and/or a third party, the relevant User shall resolve the same at his/her own responsibility and expense and must take necessary measures to ensure that no damage will be caused to Groovenauts.

ARTICLE 6 (Damage)

1. Even if User incurs any damage due to any cause attributable to Groovenauts, the scope of damage for which compensation should be provided by Groovenauts shall be limited to ordinary and directly incurred damage and Groovenauts shall not in any way be liable for any damage arising from extraordinary circumstances (regardless of whether such damage is foreseen or foreseeable), indirect damage, consequential damage and/or loss of profit.
2. Even if User incurs any damage due to any cause attributable to Groovenauts and Groovenauts is held liable to provide compensation to such User, the amount of such damage shall be up to the amount that Groovenauts has received from such User in the most recent month in which the cause attributable to Groovenauts occurred, regardless of whether there is any default, liability for defect under law, unjust enrichment, tortious act or other cause of action.
3. If User incurs any damage due to the wilful intention or gross negligence of Groovenauts, the provisions of the preceding two paragraphs shall not apply.

ARTICLE 7 (Prohibited Matters and Suspension of Use, etc.)

If Groovenauts deems that User has engaged in any of the acts specified below or any act in breach of these Terms of Use (including delay in payment of the use fees), Groovenauts may, without the need to provide any notice to such User, suspend the use of the Service or take other necessary measures in order to protect the interests of Groovenauts or any third party:

1. (1) User makes a false statement to Groovenauts upon applying for the Service;
2. (2) It is expected that User will use the Service in breach of the conditions, etc., set forth in these Terms of Use;
3. (3) User is a minor or lacks the legal capacity to enter into a contract for the Service by himself/herself at the time of his/her application, and a legal representative or other party having the authority to approve of an application fails to approve or confirm such application;
4. (4) User is, or is likely to be, an anti-social force, etc., or is, or is likely to be, engaged in any interaction with or involvement in any anti-social force, etc., including cooperating with or being involved in the maintenance, operation or management of any anti-social force, etc., through a person who provides any funds thereto;
5. (5) User engages in or is likely to engage in any acts prohibited by Groovenauts;
6. (6) User uses or is likely to use the Service by using a method other than the method of use prescribed by Groovenauts;
7. (7) User engages in or is likely to engage in the modification, amendment, adaptation, alteration, reverse engineering, disassembly, decompilation, analysis, etc. of all or any part of the software provided by Groovenauts;
8. (8) User develops or provides any service similar to the Service by using the Service;
9. (9) User engages in any act that may prevent operation of the Service;
10. (10) User engages in any act that imposes an excessive burden on the network or system of the Service; or
11. (11) Other than the cases set forth in any of the foregoing, if such application causes or is likely to cause a disturbance to Groovenauts’ performance of its business.

ARTICLE 8 (Suspension or Discontinuation of Service)

Groovenauts may suspend or discontinue all or any part of the provision of the Service if Groovenauts deems that any of the following circumstances apply, and shall bear no responsibility whatsoever therefor:

1. (1) Provision of the Service becomes impossible or difficult due to a case of emergency, such as a natural disaster or other incident;
2. (2) Maintenance or construction of a building, communication line, electronic computer and other equipment used for the provision of the Service, or if there is otherwise any unavoidable cause;
3. (3) Groovenauts’ equipment used in the provision of the Service or a third party’s equipment used under an agreement with such third party (such equipment includes hardware and software) is suspended or discontinued due to failure, etc.;
4. (4) Telecommunications provided by a telecommunications carrier are suspended or discontinued;
5. (5) Provision of the “Google Cloud Platform” service is suspended or discontinued by Google. Inc.;
6. (6) Groovenauts deems it necessary to suspend or discontinue the Service for operational or technological reasons and provides User with five (5) business days’ notice, or Groovenauts suspends or discontinues the Service for unavoidable cause and notifies User to such effect without delay after such suspension or discontinuation; or
7. (7) User’s consent is obtained.

ARTICLE 9 (Intellectual Property Rights)

1. The copyrights, trademarks, design rights, utility model rights, patent rights, knowhow and any other intellectual property rights relating to the Service shall belong to Groovenauts and persons who have granted relevant licenses to Groovenauts; provided, however, that, in accordance with these Terms of Use, the copyrights relating to the software programs independently created by User using the Service or the software provided by Groovenauts shall belong to such User who has made such relevant creation (excluding the copyrights relating to the copyrighted works already held by Groovenauts or a third party).
2. During the effective term of the Service Use Agreement, User may, independently and solely, exercise and use the inventions or copyrighted works relating to the Service which are owned by Groovenauts, only within the purposes set forth in these Terms of Use.
3. User hereby provides his/her representation and warranty to Groovenauts that no application developed by such User using the Service or the software provided by Groovenauts has infringed upon the rights of any third party.
4. Some of the programs and libraries provided under the Service are provided to User based on separate licenses, such as open source licenses. In this case, such licenses shall apply to the use of such programs and libraries by User. If there is any discrepancy between these Terms of Use and any of such licenses, such licenses shall prevail in respect of the programs and libraries concerned.
5. User may upload, provide and send to the Service, save on the Service, and receive from the Service, files, including data and images and other electronic records owned by such User (the “Data, etc.”), and any rights in the Data, etc. provided by User, the data created during the process of the use of the Service, and the data created as a result of the use of the Service, shall all belong to such User. In the case of any loss, damage, etc. of the Data, etc. saved in the Service, User him/herself shall be responsible for saving and managing the Data, etc., and Groovenauts shall not be liable for any loss or damage of User’s Data, etc. for any reason.

ARTICLE 10 (Handling of Confidential Information)

1. In using the Service, if User has obtained any of Groovenauts’ technological or business related information (the “Confidential Information”), such User shall not divulge the existence or content of such information obtained and shall not improperly use the same, regardless of whether Groovenauts keeps the Confidential Information in confidence; provided, however, that the following information shall not be included in the Confidential Information:
   • (1) Information which was already held by User at the time of the disclosure thereof;
   • (2) Information which was already in the public domain at the time of the disclosure thereof or which enters the public domain after its disclosure due to any reason not attributable to User;
   • (3) Information which User has obtained from a duly authorized third party without being bound by any confidentiality obligation; and
   • (4) Information which User independently develops without using the Confidential Information.
2. Notwithstanding the provisions of the preceding paragraph, User may disclose the Confidential Information: (i) to a competent public authority upon a legitimate request for disclosure from such competent public authority; (ii) in accordance with the laws or regulations; or (iii) to his/her contractor. In such case, User shall immediately notify Groovenauts of such fact of disclosure and shall impose the same obligations on his/her officers, employees or contractors to whom the Confidential Information will be disclosed as those imposed on himself/herself in accordance with this Article. If any of the above-mentioned persons breach this Article, User shall be liable for such breach.
3. If any of the Confidential Information of Groovenauts becomes unnecessary for performing the obligations set forth in these Terms of Use, or if Groovenauts so requests, User shall return the Confidential Information to Groovenauts or take measures pursuant to Groovenauts’ instructions.
4. As for any information out of the Confidential Information which falls under “personal information,” the provisions in the following Article shall prevail over the provisions of this Article.

ARTICLE 11 (Handling of Personal Information)

In providing the Service, personal information (meaning “personal information” as defined in the Act on the Protection of Personal Information; the same shall apply hereinafter) of User and his/her employees which is obtained by Groovenauts shall be handled pursuant to the separately stipulated Privacy Policy.

ARTICLE 12 (Withdrawal)

1. User may withdraw from the Service and delete his/her User registration by way of making a withdrawal application as prescribed by Groovenauts; provided, however, that if there are any outstanding obligations, as a result of the use, information on use results and/or use fees, etc. under the fee-based plan shall be deleted after payment of such outstanding obligations is made.
2. In the case of the preceding paragraph, the Service Use Agreement between Groovenauts and User who has withdrawn pursuant to the provisions of Article 12.1 shall be terminated when Groovenauts receives the relevant withdrawal information.
3. If User who has withdrawn pursuant to the provisions of Article 12.1 owes any obligations to Groovenauts, such obligations shall be automatically accelerated and such User shall immediately make a lump sum payment of all of the outstanding obligations to Groovenauts.
4. If User who has withdrawn pursuant to the provisions of Article 12.1 wishes to use the Service again, such User shall make a further application for use, pursuant to the provisions of Article 2; provided, however, that such User may not use the Service for sixty (60) days from the date of withdrawal.

ARTICLE 13 (Termination of Provision of Service, etc.)

1. Groovenauts may, for the convenience of its business and at its discretion, terminate all or any part of the service provided to User, even during the period of providing the Service. In this case, Groovenauts shall notify User to such effect by no later than three (3) months prior to the termination date of the Service by the method separately prescribed by Groovenauts.
2. Groovenauts shall not in any way be liable for any damage incurred by User in relation to the termination set forth in the preceding paragraph.

ARTICLE 14 (Modification of Service and These Terms of Use)

Groovenauts may modify the content of the Service and these Terms of Use as necessary. Any modified Service and Terms of Use shall take effect at the time when the same is posted in an appropriate place within the Websites, and User shall be deemed to have agreed to the modified Terms of Use by way of using the Service after such modification of these Terms of Use.

ARTICLE 15 (Change in Registered Information)

If there is any change in User’s company name, residential address, telephone number, etc. or other registered information, User shall immediately enter such change by himself/herself through the Service. Groovenauts shall not in any way be liable for any damage occurred due to delay in entering such change.

ARTICLE 16 (Contact / Notice)

Any inquiries regarding the Service, or any other contact or notice from User to Groovenauts; any notice regarding modification to these Terms of Use; and any other contact or notice from Groovenauts to User, shall be made in the manner prescribed by Groovenauts.

ARTICLE 17 (Prohibition on Assignment of Status)

User must not assign or transfer all or any part of his/her rights, obligations, or contractual status under these Terms of Use to any third party, or establish any security interest thereon, or otherwise dispose thereof, without prior written approval from Groovenauts.

ARTICLE 18 (Governing Law)

These Terms of Use shall be governed by the laws of Japan.

ARTICLE 19 (Court of Jurisdiction)

User and Groovenauts agree that any litigation relating to these Terms of Use shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.

ARTICLE 20 (Good Faith Consultation)

Any matters not set forth in these Terms of Use shall be amicably resolved upon mutual good faith consultation between User and Groovenauts in each instance.

Established: August 31, 2015
Revised: June 30, 2016
Revised: February 28, 2017
Revised: February 28, 2018
Revised: September 19, 2019