Tensor Cloud Terms of Use

Updated on June 1, 2023

These terms of use (hereinafter referred to as "these Terms") describes what is required for the registrants and contractees (defined in Article 2, Paragraph 2) to understand and agree upon when using this service (defined in Article 2, Paragraph 1) provided by Tensor Energy k.k. (hereinafter referred to as "our company"). These terms are applied when using our service, so we kindly ask you to read through these terms in their entirety and agree to them before using our service.

Article 1: Application

1. These terms are meant to establish the rights and obligations between our company and the user in relation to the use of this service and apply to all relationships involving the use of this service between the contractee and our company.
2. The rules, provisions, etc., separately established by our company regarding this service shall form part of these terms.

Article 2: Definitions

In these terms, unless otherwise stated, the following terms have the following meanings.

1. This Service refers to the Tensor Cloud provided by our company via the network. The details of the service are as separately defined in the Tensor Documentation.
2. Contractee refers to the corporation, group, or individual that has agreed to these terms and, based on Article 3 of these terms, has entered into a contract with our company regarding the use of this service.
3. Use Contract refers to the contract relationship regarding the use of this service, entered into between our company and the contractee when using this service. This includes these terms, the contract for using this service (hereinafter referred to as the "usage contract"), and all related terms & notices displayed on our website.
4. Registrant refers to the corporation, group, union, or individual who wishes to enter into a usage contract with our company.
5. Registered Information refers to the information set by our company that the the users and contractee provide to our company before entering into a usage contract, the information that our company has deemed necessary and requested to be registered during the use of this service, and the information in the case where the contractee themselves has added or changed these pieces of information.
6. Account refers to the ID and password issued by our company that is necessary for using this service.
7. Input Data refers to all data, including registered information, that the contractee inputs, uploads, sends/receives, or otherwise saves when using this service, data shared from other contractees, or data generated on this service through these actions.
8. Intellectual Property Rights refer to copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the rights to acquire these rights or to apply for the registration of these rights).
9. External Service refers to services provided through the application programming interfaces (hereinafter referred to as "this API") related to this service and using the functions of this service or information provided from this service.

Article 3: Registration

1. Registrants can apply for registration to use this service (hereinafter referred to as "registration application") to our company by agreeing to comply with these terms and providing registration information to our company in the manner prescribed by our company.
2. Registration applications must always be performed by the corporation, group, union, or individual who will use this service, and registration applications by agents are generally not accepted. Also, registrants must provide true, accurate,and current information when applying for registration. If a registrant is a minor, the consent of a legal representative, such as a parent, must be obtained.
3. Our company will judge whether to approve the registration application of the registrant based on our company's standards, and when we decide to approve it, we will notify the registrant. The usage contract is established between our company and the contractee when our company gives this approval.
4. If our company determines that the registrant falls under any of the following, we may not approve the registration application, and we are not obligated to disclose the reason.
   • When false information was provided in the registration information
   • When the application is from a person who has violated these terms in the past
   • When the applicant is a minor, adult ward, person under curatorship, or person under assistance, and has not obtained the consent of a legal representative, curator, or assistant
   • When our company determines that there is a risk of violating these terms or that the registration is inappropriate for other reasons

Article 4: Service Content

1. This service is provided by software through the network with the aim of managing renewable energy. The details of the service are as stated separately in the Tensor documentation.
2. We may re-contract the work related to this service at our discretion and judgment. In this case, we will impose the same obligations on the subcontractor as our obligations under this contract.

Article 5: Fees and Payment Method

1. The contractee shall pay the usage fee (hereinafter referred to as the "Usage Fee") separately determined by our company as a consideration for this service.
2. The payment of the usage fee shall be made by the end of each month during the term of the usage contract, and by the end of the following month, by bank transfer to a bank account specified by our company or by other methods specified by our company. The contractee shall bear the cost of transfer fees and other payment costs.
3. In the event of any change, addition, suspension, termination, etc. of this service under Article 10, suspension of use of this service by our company, cancellation of registration, termination of use contract, etc., and suspension, termination, cancellation, and termination based on Article 11, in any case, our company will not prorate or refund the usage fee, and the contractee shall pay the usage fee for the contract period regardless of the cancellation or termination date.

Article 6: Ownership of Intellectual Property Rights

1. All property rights, including intellectual property rights related to this service and our website, regardless of tangible or intangible, belong to our company or a third party that grants our company the right to use such property rights, and we do not transfer or grant any use license beyond what is provided in these Terms to the contractee.
2. The contractee represents and warrants to our company that they have lawful rights to register or send data for the registered data, and that the registered data does not infringe on the rights of third parties.

Article 7: Case Disclosure

1. The contractee grants our company the right to use the contractee's name, abbreviation, and logo (hereinafter referred to as the "Contractee Name, etc.") for the purpose of advertising this service.
2. If we receive instructions from the contractee, we will immediately stop using the contractee name, etc.

Article 8: Prohibited Acts

1. When using this service, the contractee shall not engage in any of the following acts:
   1. Acts that violate laws or public order and morals.
   2. Acts of making false declarations to our company, other contractees, external collaboration businesses, and other third parties.
   3. Acts that cause damage, disadvantage, or discomfort to our company, other contractees, external collaboration businesses, and other third parties.
   4. Impersonation.
   5. Acts of using the account of another contractee of this service (including but not limited to acts where multiple people jointly use one account).
   6. Acts that infringe or are likely to infringe on the intellectual property rights or other rights of our company or a third party used in connection with this service.
   7. Acts that may interfere with the operation of this service or our website.
   8. Acts contrary to these Terms and the purpose and objectives of this service.
   9. Other acts that our company deems inappropriate, similar to the preceding items.
2. If the contractee violates the preceding paragraph, our company may terminate the usage contract, take measures to suspend or stop the use of this service by the contractee, delete the account of this service, or claim damages against the contractee.

Article 9: Handling of Information and Data Use

1. Notwithstanding the other provisions of these Terms, we may use the registration information and input data for the following purposes, and the contractee agrees to this:
   1. To provide this service to the user.
   2. To respond to inquiries, etc. regarding this service.
   3. To be used for analysis and processing in combination with our data.
   4. To provide information on our products, services, etc.
   5. To respond to acts that violate these Terms as defined by us.
   6. To notify changes in the terms and conditions related to this service, etc.
   7. To contribute to the improvement of our services, development of new services, etc.
   8. To create statistical information in a way that does not specify the name of the business or individual.
   9. For other purposes associated with the above usage purposes.
2. Notwithstanding the other provisions of these Terms, the rights to the analysis results, algorithms, generalized know-how, statistical data, etc. (hereinafter collectively referred to as "Analysis Results, etc.") derived from our analysis from the registration information and input data shall belong to our company, and the contractee may use the Analysis Results, etc. for the purpose of streamlining planning, effect analysis, operation work, etc. associated with their own marketing activities, limited to the contractee. In addition, we may create statistical information in a way that does not specify a business or individual, regardless of whether it is during or after the term of the use contract, and use it and provide it to third parties.
3. For matters not provided for in this article, the Privacy Policy posted on our website and separately stipulated in the Tensor Documentation shall apply.

Article 10 Changes, Additions, Suspensions, and Termination of the Service

1. We may change or add to all or part of the Service and the software related to the Service without prior notice to the Contractee. However, in the case of a major reduction of the Service or termination of provision, we will notify the Contractee by an appropriate means such as posting on our website, of our intention to change or terminate the Service, the contents of the Service after the change, and the timing thereof, a reasonable period of time before such change or termination.
2. We may suspend all or part of the provision and operation of the Service at our discretion. Also, if we decide to suspend all or part of the provision and operation of the Service, we will notify the Contractee of this fact by a method we deem appropriate. However, in emergencies, we may not notify the Contractee.
3. We may temporarily suspend all or part of the Service without prior notice to the Contractee in the event of any of the following:
   1. Regular or emergency maintenance or repair of hardware, software, and communication equipment, etc., for the Service
   2. Failure of cloud service providers or telecommunications service providers to provide services
   3. Difficulty in providing the Service due to force majeure such as natural disasters
   4. Difficulty in providing the Service due to fire, power outage, unforeseen accidents, war, conflict, disturbances, riots or labor disputes
   5. Concentration of load on the system due to excessive access or other unforeseen factors
   6. Need to secure the security of the Contractee
   7. Problems with external services, interruption or termination of service provision, interruption of cooperation with the Service, changes in specifications, etc.
   8. Impossibility to operate the Service due to laws or measures based on them
   9. Other cases where we deem it necessary, similar to the above
4. The Contractee agrees in advance that all or part of the use of the Service may be restricted in any of the following cases:
   1. If a match of the information cannot be confirmed in the confirmation and authentication of the account
   2. If the Service is used in a situation where the connection and usage environment for the Internet does not meet our specified conditions
5. We shall not be liable for any damages incurred by the Contractee due to the measures taken by us under this Article.

Article 11 Suspension of Use of the Service, Deletion of Registration, Termination of the Usage Agreement by our company

1. We may delete stored data (including, but not limited to, registered items and registered data), temporarily suspend the use of the Service, delete registrations, or terminate the usage agreement without prior notice or demand, if the Contractee falls under any of the following:
   1. Violation of any clause of these Terms and Conditions
   2. Discovery of falsehood in the registration details
   3. No response for more than 30 days to our inquiries or other requests for responses
   4. Deemed by us to fall under any of the items of Paragraph 1 of Article 23 (Exclusion of Anti-Social Forces)
   5. Determined by us to be a person or related party who has violated a contract with us in the past
   6. Have engaged in, or are likely to engage in, any of the acts listed in each item of Article 8 (Prohibited Acts)
   7. Delay in payment of the Service usage fee, and do not eliminate the delay by the date specified by us
   8. Become unable to pay or suspend payments, or have a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or similar proceedings
   9. Otherwise determined by us to be inappropriate for registration
2. In the case of falling under any of the reasons in the preceding paragraph, the Contractee will lose the benefit of the term for all debts owed to us (including but not limited to obligations under these Terms and Conditions and liabilities for damages to us) and must immediately fulfill all obligations to us.
3. The Contractee will not be exempted from all obligations and debts in relation to the use of the Service to us and other third parties (including, but not limited to, damages) even after measures have been taken under Paragraph 1.
4. We shall not be liable for any damage caused to the Contractee by our actions under this Article, and we may retain and use all information, including data provided by the Contractee, even after measures have been taken under Paragraph 1.

Article 12 Resignation by the Contractee

1. The Contractee may withdraw from this Service by the prescribed method. A Contractee who has withdrawn from this Service will not be able to use this Service from the point of withdrawal.
2. If there are any debts (including but not limited to obligations under these Terms and Conditions and liabilities for damages to us) to us at the time of resignation, the Contractee will lose the benefit of the term for all such debts and must immediately fulfill all obligations to us.
3. Even if the Contractee withdraws from the usage contract based on these Terms and Conditions during the contract period, a usage fee corresponding to the remaining period of the contract will be incurred, and we will not settle or refund on a prorated basis to the Contractee.
4. The Contractee will not be exempt from obligations and debts incurred by the use of this Service to us, even after withdrawing from this Service.
5. We may retain, use, or delete the input data of the Contractee even after the Contractee has withdrawn from this Service.
6. If a Contractee wishes to register for this Service again after withdrawing from this Service, they will need to go through the registration process again. The Contractee agrees in advance that the input data before withdrawal will not be carried over by the re-registration process.
7. After the Contractee has withdrawn from this Service, we will not transfer the Contractee's input data, and the Contractee agrees to this without objection.

Article 13 API Integration

1. If an API integration service is provided to the Contractee, the Contractee will use the service at their own discretion and assume responsibility for all results arising from the use of the service. In addition, we are not responsible for any changes, disclosures or deletions of data resulting from the use of the API integration service.
2. We may change the content of this API or terminate its provision at our discretion. If we decide to terminate the provision of this API, we will notify the Contractee in advance.
3. This Service may be integrated with APIs provided by external services. However, such integration is not guaranteed, and we are not responsible if integration with external services cannot be achieved in this Service.
4. If this Service is integrated with an external service, the Contractee shall comply with the terms of use of the external service at their own expense and responsibility. Even if a dispute or other issue arises between the Contractee and the operator of the external service, we are not responsible for the dispute or issue.
5. We are not responsible for any damage caused by actions taken by us based on this Article.

Article 14 Contractee Responsibilities and Limitation of Warranties

1. Contractees are responsible for appropriately preparing the environment and equipment necessary for using the Service (including but not limited to internet lines, hardware such as computers, software such as web browsers) at their own risk and expense. We do not take any responsibility for these preparations.
2. We do not guarantee, either expressly or implicitly, that any information provided through the Service, or any information that Contractees could obtain through the Service, will meet the specific purposes of the Contractee, possess expected functionality, commercial value, accuracy, or usefulness, that the use of the Service by the Contractee complies with laws and regulations or internal rules of industry associations applicable to the Contractee, that the service can be used continuously, that there will be no defects, that problems related to the use of the Service will be resolved, that content provided through the Service can be used lawfully, that Contractees comply with the terms of use of services provided by parties other than us, and that they do not infringe on third party rights.
3. Contractees must use the information obtained through the Service at their own risk, and, if necessary, after modifying or correcting it. Contractees also agree in advance that we do not bear any responsibility for the accuracy of the information we provide to Contractees through the Service.
4. The information listed in the Service and on our website is not intended as investment advice and is intended solely to provide reference information for analysis, discussion, and consideration. We are not responsible for any direct or indirect losses arising from its use.
5. Contractees are responsible for verifying the accuracy, sufficiency, legality, and validity of the input data. We are not responsible for any damages suffered by Contractees as a result of the use of the input data.
6. Transactions, communications, disputes, etc. that arise between Contractees and other Contractees, external service operators, or other third parties in relation to this Service or our website, etc. must be handled and resolved at the Contractee's own responsibility, and we are not responsible for such matters.
7. Except in cases of willful misconduct or gross negligence on our part, we are not liable for compensation for any damages suffered by Contractees in relation to the interruption, stoppage, termination, unavailability, or change of the Service by us, deletion or loss of input data, cancellation of Contractee registration, loss of data or failure or damage of equipment due to the use of the Service, or other damages related to the Service.
8. We do not take any responsibility for damages suffered by Contractees in relation to the Service unless we have intentionally or grossly negligently caused such damages. In case we have intentionally or grossly negligently caused the damages, due to the application of laws or other reasons, if the provisions that exempt us from liability for damages become invalid, the scope of our liability for damages shall be limited to the direct and ordinary damages actually incurred due to reasons attributable to us, regardless of the cause of liability, such as breach of contract, tort liability, etc. (excluding lost profits), and the total amount of service charges actually received from the relevant Contractee during the past three months from the time when the cause of the damage occurred.

Article 15 Damage Compensation

1. If a Contractee causes damage to us due to violation of these Terms or in connection with the use of the Service, the Contractee shall compensate us for all such damages (including attorney's fees and an amount equivalent to our personnel costs).
2. If a Contractee receives a claim from another Contractee, an external service operator or any other third party in connection with the Service, or has a dispute with them, the Contractee shall promptly notify us of the content, handle and resolve the claim or dispute at their own expense and responsibility, and report the progress and results to us at our request.
3. If we receive any claim from other Contractees, external service providers or other third parties for infringement of rights or other reasons in connection with the use of the Service by the Contractee, the Contractee shall compensate us for the amount we were forced to pay to the third party based on the claim and the amount we had to pay to resolve the dispute related to the claim (including attorney's fees and an amount equivalent to our personnel costs).

Article 16 Late Payment Fee

If a Contractee delays the payment of usage fees, the Contractee shall pay a late payment fee at the rate of 14.6% per annum.

Article 17 Confidentiality

1. Unless otherwise specified in these Terms, both the Contractee and the Company will treat information disclosed by the other party in connection with this Service as confidential information, unless explicitly requested to be treated confidentially at the time of disclosure and with prior written consent from the other party. However, the following shall not be considered confidential information:
   1. Information already possessed at the time of disclosure.
   2. Information legitimately obtained from a third party after disclosure without obligation to maintain confidentiality.
   3. Information obtained or created independently after disclosure without any relation to the information disclosed by the other party.
   4. Information that was already public at the time of disclosure.
   5. Information that became public after disclosure due to reasons not attributable to oneself.
2. Except as provided in the following paragraph, you must obtain prior written consent from the other party to disclose confidential information to a third party (excluding direct or indirect parent companies, subsidiaries, and other related companies of the Contractee or the Company). In this case, the Contractee or the Company shall obligate the third party to maintain confidentiality obligations equivalent to this clause and ensure compliance.
3. If the Contractee or the Company is required to disclose confidential information under the law, they shall notify the other party in advance and follow the other party's instructions as much as possible in disclosing the information.
4. Notwithstanding the provisions of the preceding paragraphs, the Company may disclose confidential information to (1) the Company's shareholders, (2) professionals such as lawyers, accountants, and tax accountants who have a legal obligation to maintain confidentiality, and (3) public institutions such as the Financial Instruments Exchange. However, in the case of (1) and (2), the Company shall impose confidentiality obligations equivalent to these Terms on these parties.
5. If a separate confidentiality agreement is signed between the Contractee and the Company, the confidentiality agreement shall take precedence over this Article.
6. This Article shall continue to be valid for one year after the termination of this contract.

Article 18 Effective Period

The effective period of the Usage Agreement is one year from the date of the establishment of the Usage Agreement unless otherwise specified. However, unless either party rejects the renewal of the Usage Agreement one month before the expiration of the effective period, it will be automatically renewed for another year under the same conditions, and the same shall apply thereafter.

Article 19 Changes to the Terms

1. The Company may change the contents of these Terms within the scope that does not contradict the purpose of this Service based on the provision of the Civil Code regarding the change of standard clauses, if it is deemed appropriate for the general interests of the Contractees, or if there are reasonable reasons such as changes in social conditions, economic conditions, the actual conditions of this Service, or laws and regulations.
2. When the Company changes these Terms based on the provisions of the preceding paragraph, it will display the contents of the changed Usage Agreement on the Company's website or notify the Contractees by a method prescribed by the Company. After the notification of the change, if the Contractee uses this Service or does not take the procedure for cancelling the registration within the period specified by the Company, the Contractee shall be deemed to have agreed to the changed Terms, and the changed Terms will be applied.
3. If the Company changes these Terms without based on the provisions of paragraph 1, the Company shall obtain the consent of the Contractees to the contents of the changed Usage Agreement. In this case as well, the Company will publicize the contents of the changed Usage Agreement according to the provisions of the preceding paragraph. Note that after such publicity, if the Contractee uses this Service or does not take the procedure for cancellation until the day when the changed Usage Agreement is applied, the Contractee shall be deemed to have agreed to the contents of the changed Usage Agreement.

Article 20 Communication or Notice

Inquiries related to this Service, other contacts or notifications from the Contractee to the Company, as well as notifications regarding changes to these Terms or other contacts or notifications from the Company to the Contractee, shall be conducted by methods determined by the Company. When the Company contacts or notifies the Contractee via email or posting on the Company's website, the contact or notification is deemed to have been made at the time the email is sent from the Company or the moment it is posted on the Company's website.

Article 21 Assignment of Position

1. Without the prior written consent of the Company, the Contractee may not assign, transfer, set up security, or otherwise dispose of their position in the Usage Agreement or any rights or obligations based on these Terms to any third party.
2. If the Company transfers its business related to this Service to another company (including in the case of mergers), the Company may transfer its position in the Usage Agreement, the rights and obligations based on these Terms, the Contractee's registration information, and other customer information to the transferee of the transfer. The Contractee is deemed to have consented in advance to such a transfer under this paragraph. The business transfer defined in this paragraph includes not only normal business transfers, but all cases where the business is transferred, such as company splits.

Article 22 Severability

Even if all or part of any clause in these Terms is deemed invalid or unenforceable by law, the remaining clauses in these Terms, and the remaining part of the clause deemed invalid or unenforceable, will continue to have full effect.

Article 23 Exclusion of Antisocial Forces

1. Both the Contractee and the Company declare and warrant to each other that neither they nor their officers or employees currently fall under any of the following categories, and will not do so in the future:
   1. Having a relationship recognized as being controlled or substantially involved in management by a violent group member, etc.
   2. Having a relationship recognized as unjustly utilizing a violent group member, etc., for the purpose of seeking one's own or a third party's unlawful profit or for inflicting damage on a third party.
   3. Having a relationship recognized as providing funds, etc., to a violent group member, etc., or providing conveniences.
   4. Having a relationship recognized as socially condemnable with a violent group member, etc., by an officer or person substantially involved in the management.
2. If either the Contractee or the Company, or an officer or employee of either, is found to be a violent group member, etc., or falls under any of the categories in the preceding paragraph, the other party may cancel the Usage Agreement without any notice.
3. The provisions of Article 10 (Suspension of this Service, Deletion of Registration, Termination of Usage Agreement, etc.) paragraphs 2 and 3 shall apply mutatis mutandis when the Company terminates the Usage Agreement based on the preceding paragraph.

Article 24 Governing Law and Agreed Jurisdiction

1. The governing law of these Terms and the Usage Agreement shall be Japanese law.
2. The Tokyo District Court shall be the exclusive jurisdiction of the first instance for all disputes arising out of or in connection with these Terms or the Usage Agreement.

Article 25 Resolution by Consultation

The Company and the Contractee shall resolve matters not stipulated in these Terms or in the case of any doubt about the interpretation of these Terms promptly through consultation in accordance with the principles of good faith and sincerity.