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Gyazo Terms of Service

These Terms of Service (hereinafter referred to as "Terms") set forth the terms and conditions for the service "Gyazo" (hereinafter referred to as "Service") by Helpfeel Inc. (hereinafter referred to as the "Company"), and the rights and obligations between the Company and the registered users (hereinafter referred to as " Registered Users"). Users must agree to the Terms by reading the entirety before using the Service.

1. Scope

The purpose of the Terms is to set forth the terms and conditions for the provision of the Service and the rights and obligations between the Company and the Registered Users, and the Terms shall be applied to all aspects of the relationship between the Registered Users and the Company in connection with the Service.
If there is any conflict between the Terms and the rules or any other description regarding the Service not provided for herein, the Terms shall prevail.
These Terms are the sole agreement between the Company and the Registered User regarding the use of the Service, supersedes all prior agreements and representations, and may only be modified by a written agreement between the Company and the Registered User.

2. Definitions

For purposes of the Terms, the following terms have the following meanings.

"Service Agreement" means the agreement relating to the use of the Service to be executed under the terms and conditions of the Terms between the Company and the Registered User.
"IP Rights" means copyrights, patents, utility model rights, design rights, trade mark rights and other intellectual property rights (including rights to obtain, or apply for registration of, such rights).
"Contents" means any content, including but not limited to text, images, videos, animation and other data, that is posted or otherwise transmitted by the Registered User through the Service.
"Website" means such website as may be from time to time operated by the Company, whose domain name is gyazo.com (or if the domain name or content thereof is modified for any reasons, such modified website).
"Registered User" means any person or entity that has been registered as a user of the Service pursuant to Article 3 (Registration).
"Service" means the service provided by the Company under the name of Gyazo, Gyazo Pro, Gyazo Teams (or if the name or content thereof is modified for any reasons, such modified service).

3. Registration

A person or an entity wishing to use the Service may apply to the Company for registration to use the Service by agreeing to comply herewith and providing certain information as specified by the Company (the "Registration Information") in accordance with the manner as may be prescribed by the Company.
The Company shall determine whether to register the person that has made an application pursuant to Paragraph 1 of this Article 3 ("Applicant") in accordance with the Company's criteria, and if the Company approves the registration, it shall notify the Applicant to that effect. The Applicant's registration as a Registered User shall be completed upon the notice by the Company pursuant to this Paragraph.
Upon completion of the registration pursuant to the preceding Paragraph, the Service Agreement shall become effective between the Registered User and the Company, allowing the Registered User to use the Service pursuant to these Terms and the Registered User shall be deemed to have agreed to these Terms. Guest user (a person only viewing content on the Service without registering as a user) is deemed to have agreed to these Terms at the time the Guest accesses the Service.
The Company reserves the rights to refuse registration or re-registration of any Applicant without any obligation to disclose the reasons, in the event that:

(a.) The whole or any part of the Registration Information provided by the Applicant to the Company is found to be false, inaccurate or omitted;
(b.) The Applicant is a minor, adult ward or person under curatorship or assistance, and applicable approval or consent has not been obtained from such Applicant's legal representative, guardian, curator or assistant;
(c.) The Applicant is determined by the Company to (i) constitute an organized crime group or a member thereof, or other similar person or entity, or (ii) have any interaction or involvement with an organized crime group in any manner such as assisting or being involved in the maintenance, operation or management of an organized crime group by way of finance or other means;
(d.) The Applicant is determined by the Company to be a party having violated any agreement with the Company, or to have been involved with such violating party;
(e.) The Applicant has suffered any of the measures under Article 10; or
(f.) In addition to the foregoing, the Company deems the registration inappropriate.

4. Change to Registration Information

The Registered User shall promptly notify the Company of any change to the Registration Information in the manner as prescribed by the Company.

5. Account Management

The Registered User shall be responsible for keeping and maintaining its account for the Service in an appropriate manner, and may not cause a third party to use, or provide, transfer, change the name of, sell or otherwise dispose of, the same. The Registered User agrees to immediately notify the Company of any unauthorized use of its account or any other breach of security. Each Registered User (or individual user of each account if the Registered User is a corporation) shall obtain one account per one person, and shall not share an account with others.
The Registered User shall be, and the Company shall in no event be, liable for damages arising out of inappropriate management, misuse, or use by a third party of the Registered User's account.

6. Fees and Payment Conditions

If the Registered User subscribes to a Pro User account or Gyazo Teams account, the Registered User who subscribes to a Pro User account (hereinafter referred to as "Gyazo Pro User") and the Registered User who subscribes to a Gyazo Teams account (hereinafter referred to as "Gyazo Teams User") agree to pay all fees associated with that subscription (collectively, the "Fees") as prescribed separately by the Company and indicated on the Website. In addition, Gyazo Pro User and Gyazo Teams User are responsible for payment of any sales or use taxes associated with the Fees or any other use of the Service.
Upon subscription to a Gyazo Pro User account, the Gyazo Pro User will have the option to pay for either a yearly or monthly subscription. The Gyazo Pro User shall pay the Fees by major credit card, PayPal, or such other methods expressly authorized by the Company.
The Gyazo Teams User shall pay the Fees by major credit card, or such other methods expressly authorized by the Company for monthly subscription.
All subscriptions paid through the third parties are subject to the third party's terms of service and additional processing fees, and the Company will not be responsible or liable for any damage or loss caused by or in connection with the use of or reliance of such payment services.
If, for any reason, the payment is not received by the Company or the payment information the Gyazo Pro User or Gyazo Teams User have provided becomes invalid, that Gyazo Pro User account will revert to a Free User account until payment is received and that Gyazo Teams account will be deemed terminated.
The Gyazo Pro User or Gyazo Teams User agree that until the Gyazo Pro User account or Gyazo Teams account subscription is terminated or expires, Gyazo Pro User or Gyazo Teams User will continue to remain responsible for the subscription payments, even if the Gyazo Pro User or the Gyazo Teams User do not use the Service. Subscription payments are nonrefundable.

7. Prohibited Actions

When using the Service, the Registered User may not conduct any act that falls under, or is determined by the Company to fall under, any of the following:

(a.) acts that violate any laws or regulations or that are associated with criminal activity;
(b.) acts that defraud or threaten the Company, other Registered Users or other third parties;
(c.) acts that are harmful, abusive, harassing, tortuous, defamatory, libelous, vulgar, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(d.) acts that infringe any IP Rights, portrait rights, privacy rights, reputation or other rights or interests of the Company, other Registered Users or other third parties;
(e.) acts to transmit through the Service to the Company or to the others any information or data that falls under, or is determined by the Company to fall under, the information or data that:
- contains excessively violent or cruel content;
- contains computer viruses or other hazardous computer programs;
- contains content that damages the reputation or the credit of the Company, other users of the Service or other third parties;
- contains excessively indecent content;
- contains content that encourages discrimination;
- contains content that encourages suicide or self-mutilation;
- contains content that encourages drug abuse;
- contains antisocial content;
- is intended to be distributed to third parties, including but not limited to chain mails; or contains content that causes uncomfortable feelings to third parties.
(f.) acts that place an excessive burden on the network or system of the Service;
(g.) acts to reverse-engineer or otherwise analyze the software or other systems provided by the Company;
(h.) acts that are likely to interrupt the operation of the Service;
(i.) acts to access the network or system of the Company improperly;
(j.) acts to impersonate a third party;
(k.) acts to use the user ID or password of other users of the Service;
(l.) acts of exploitation, advertisement, soliciting or marketing through the Service without the Company's prior consent;
(m.) acts to collect information of other users of the Service;
(n.) acts that cause disadvantage, damage or uncomfortable feelings to other users of the Service or other third parties;
(o.) acts that violate the Rules;
(p.) acts to provide organized crime groups with profit;
(q.) acts that are intended to meet unacquainted persons for romantic purposes;
(r.) acts that, directly or indirectly, cause or facilitate the acts listed in Items (1) through (17) above;
(s.) attempting to conduct any of the acts listed in Items (1) through (18) above; or
(t.) other acts that the Company deems to be inappropriate.

8. Suspension of Service

The Company shall be entitled to, without any advance notice to the Registered User, suspend or discontinue the Service, in whole or in part, in the event that:

Inspection or maintenance of the system for the Service needs to be performed due to urgent circumstances;
The Company becomes unable to provide the Service due to error in communication lines, wrong operation, excessively concentrated access, unauthorized access, hacking or the like;
The Company becomes unable to provide the Service due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
The Company determines that suspension or discontinuance is required for other reasons.

9. Ownership of Rights

Any and all IP Rights related to the Website and the Service are expressly reserved by the Company or its licensor. Nothing contained herein shall be construed as granting to the Registered User a license of the IP Rights related to the Website and the Service owned by the Company or its licensor.
The Registered User hereby represents and warrants to the Company that it has lawful rights to post or otherwise transmit the Contents, and that the Contents so posted or transmitted does not infringe any third party's rights.
The Registered User shall own the copyright and other intellectual property rights to all Contents posted by the Registered User. The Registered User hereby grants to the Company a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, create derivative works of, display and execute the Contents solely for the purpose of displaying, distributing and promoting the Contents by the Company.
The Registered User hereby agrees not to exercise moral rights against the Company or any other person to which the Company has transferred or granted the relevant rights.
The Registered User shall be responsible for all Contents associated with the Registered User's account. The Registered User is solely responsible for uploading, editing, drawing, sharing, publishing, reproducing, deleting or any other acts upon any Contents the Registered User posts, and the Company shall not be responsible for any of such actions. The Company does not guarantee the accuracy, integrity or quality of such Contents.
The Company does not pre-screen Contents but shall have the right (but not the obligation) in their sole discretion to refuse or move any Contents that is available via the Service. The Company shall have the right to access or remove the Contents in order to: (i) comply with laws and regulations; (ii) comply with these Terms; (iii) respond to claims of infringement of third party rights; (iv) ensure the safety of the Company's rights, assets, and personnel; (v) migrate Registered User data, or when reasonably necessary for the operation of the Service.

10. Registration Cancellation

If any of the following events arises in relation to a Registered User, the Company may, without prior notice or demand, (i) delete, or suspend the display of, the Contents, (ii) temporarily suspend the use by the Registered User of the Service, or (iii) cancel the Registered User's registration as such:

(a.) The Registered User fails to comply with any of the provisions hereof;
(b.) Any of the Registration Information is found to be false;
(c.) The Registered User undergoes payment suspension or becomes insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure was filed against the Registered User;
(d.) The Registered User has not used the Service for 6 months or more;
(e.) The Registered User has not responded to inquiries from the Company or other communications requiring a response for 30 days or more;
(f.) The Registered User falls under any of Items of Paragraph 4 of Article 3; or
(g.) It is determined to be inappropriate by the Company that the Registered User continues to use the Service or to be registered as a Registered User.

In any of the events set forth in Items of the preceding Paragraph, all amounts owed to the Company by the Registered User shall automatically become due and payable, and the Registered User shall immediately pay to the Company such amounts in full.

11. Withdrawal

The Registered User may withdraw from the Service and cancel its registration as a Registered User by completing the procedure as specified by the Company.
Upon withdrawal from the Service, any and all debt of the Registered User to the Company, if any, shall automatically become due and payable, and the Registered User shall immediately pay to the Company such debts in full.
Treatment of user information after the withdrawal from the Service shall be subject to the provisions of Article 15.

12. Modification and Termination of Service

The Company shall be entitled to at any time modify or terminate the Service in its own discretion.
The Company shall notify in advance the Registered User of any intended termination by the Company of the Service.

13. INDEMNIFICATION, DISCLAIMER AND WARRANTY

EXCEPT IN THE CASE OF INTENTIONAL OR GROSS NEGLIGENCE ON THE COMPANY, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OPPORTUNITIES, DIRECT OR INDIRECT, SPECIAL OR FUTURE DAMAGES, AND DAMAGES BASED ON DAMAGE TO DATA) ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE, NOR SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES TO THE REGISTERED USER BASED ON CLAIMS BY THIRD PARTIES. IN THE EVENT THAT THE COMPANY IS LIABLE FOR DAMAGES, THE COMPANY SHALL NOT BE LIABLE FOR THE DAMAGES INCURRED BY THE REGISTERED USER IN RELATION TO THE SERVICE IN EXCESS OF THE AMOUNT OF THE FEE PAID BY THE REGISTERED USER TO THE COMPANY FOR 3 MONTHS.
THE REGISTERED USER SHALL BE LIABLE FOR ANY DAMAGES CAUSED BY THE REGISTERED USER 'S BREACH OF THESE TERMS OR IN CONNECTION WITH THE USE OF THE SERVICE.
THE COMPANY IS NOT OBLIGATED TO PROVIDE A PERMANENTLY UPGRADED OR MODIFIED VERSION OF THE SERVICE, NOR TO ADD FUNCTIONS OR CORRECT MINOR DEFECTS. HOWEVER, THE COMPANY WILL PROVIDE AN UPGRADED OR MODIFIED VERSION ONLY WHEN A DEFECT IS FOUND THAT INTERFERES WITH THE NORMAL USE OF THE SERVICE. THESE TERMS SHALL APPLY EVEN IF THE COMPANY PROVIDE AN UPGRADED OR MODIFIED VERSION OF THE SERVICE.
THE COMPANY DOES NOT MAKE WARRANTIES, EXPRESS OR IMPLIED, (I) THAT THE SERVICE FITS OR IS SUITABLE FOR A PARTICULAR PURPOSE CONTEMPLATED BY THE REGISTERED USER, (II) THAT THE SERVICE HAS EXPECTED FUNCTIONS, COMMERCIAL VALUE, ACCURACY OR USEFULNESS, (III) THAT THE USE BY THE REGISTERED USER OF THE SERVICE COMPLIES WITH THE LAWS AND REGULATIONS OR INTERNAL RULES OF INDUSTRIAL ORGANIZATIONS THAT ARE APPLICABLE TO THE REGISTERED USER, OR (IV) THAT THE SERVICE WILL BE FREE OF INTERRUPTION OR DEFECTS.
ANY TRANSACTIONS, COMMUNICATIONS AND DISPUTES ARISING BETWEEN THE REGISTERED USER AND OTHER REGISTERED USERS OR A THIRD PARTY IN CONNECTION WITH THE SERVICE OR THE WEBSITE SHALL BE ADDRESSED AND RESOLVED BY THE REGISTERED USER AT ITS RESPONSIBILITY.

14. Confidentiality

Neither the Registered User nor the Company shall, without the prior written consent of the other party, disclose to the other party any information (including Contents, but excluding personal information as set forth in the preceding paragraph) disclosed or provided by the other party in connection with the Agreement. Hereinafter referred to as "Confidential Information"). The Registered User and the Company shall maintain the Confidential Information as confidential, not disclose or divulge it to any third party other than its own officers and employees who have a need to know the Confidential Information, and not use, duplicate, or copy it for any purpose other than the provision or use of the Service; However, this shall not apply to information that falls under any of the following items.

(a.) Information that was known to the Company prior to the disclosure or provision of such information
(b.) Information that was publicly known prior to disclosure or provision
(c.) Information legitimately obtained from a duly authorized third party without any obligation of confidentiality
(d.) Information that became public knowledge after it was disclosed or provided due to reasons beyond its control
(e.) Information that has been independently obtained or developed without the disclosed or provided information

Notwithstanding the provisions of the preceding paragraph, in the event that the Company outsources to a third party operations related to the Service, the Company may disclose Confidential Information to the outsourced party only to the minimum extent necessary for the performance of such operations.
Notwithstanding the provisions of Paragraph 1, in the event that the Registered User and the Company are required by law to disclose Confidential Information to a judicial, administrative, or other public body, or to a lawyer, certified public accountant, licensed tax accountant, financial advisor, or other professional who is obligated by law to maintain confidentiality, the Registered User and the Company may disclose or provide Confidential Information only to the extent that such disclosure or provision is required by law or is reasonable and necessary, upon prompt written notice to the other party.
The Registered User and the Company shall make any third party to whom the Confidential Information is lawfully disclosed assume the same obligation of confidentiality as set forth in this Article.
Upon termination of the Agreement or upon request of the other party, the Registered User and the Company shall promptly return or destroy the Confidential Information in accordance with the instructions of the other party. In the event of destruction, the Confidential Information shall be destroyed in such a manner that it cannot be reused.

15. Treatment of User Information

Treatment by the Company of the Registered User's information shall be subject to the provisions of our Privacy Policy (https://corp.helpfeel.com/en/privacy), which is separately prescribed, and the Registered User hereby agrees to treatment by the Company of the Registered User's information pursuant to such Privacy Policy.
The Company may, in its sole discretion, use or make public any information or data provided by the Registered User to the Company as statistical information in a form that cannot identify an individual, and the Registered User may not raise any objection to such use or publication.
The Company is authorized to acquire statistical information regarding the Registered User's use of the Service in order to (i) analyze the Registered User's use of the Service and utilize it to improve the Service, (ii) measure the load on servers, and (iii) forecast for sustainable management.

16. Amendment

The Company reserves the right to amend or change the Terms when the Company finds it necessary. In the event of any amendment or change to these Terms, the Company shall inform the effective time and content of the amended or changed terms by posting on the Website or other appropriate way, or notify the Registered User of the same. Notwithstanding the foregoing, the Company shall obtain the Registered User's consent in a manner specified by the Company for the amendment or change of the Terms that requires such consent under the applicable laws.

17. Notice

Any communications or notices from the Registered User to the Company, including but not limited to inquiries with respect to the Service, and any communications or notices from the Company to the Registered User, including but not limited to notices concerning any amendment to the Terms shall be made in accordance with the procedures specified by the Company.
Any communication or notice made by the Company that is addressed to the email address included in the Registration Information of a Registered User shall be deemed to be received by the Registered User.

18. Assignment

The Registered User shall not assign, transfer, grant security interests on or otherwise dispose of the Service Agreement or its rights or obligations under the Terms without the prior written consent of the Company.
In cases where the Company transfers the business regarding the Service to a third party, the Company may, as part of such transfer, assign to the third party the Service Agreement, the rights and obligations of the Company under the Terms, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such transfer in advance. The business transfer referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a company split or any other form that would result in a business transfer.

19. Severability

If any provision of the Terms or a part thereof is held to be invalid or unenforceable under Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.

20. Governing Law and Jurisdiction

The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.
Any and all disputes arising out of or in connection with the Terms or the Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.

The Terms shall be executed in the Japanese language. Japanese shall be the governing language and any translation of the Terms into any other language is for convenience of reference only and shall not bind the parties hereto.

Prescribed on 02/01/2021

Revised on 08/04/2023

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