Article 1. General
1. GLASIAOUS Service License Agreement (hereinafter the “License Agreement”) and GLASIAOUS Service Level Agreement (hereinafter the “SLA”) shall be equally applied to any corporation (hereinafter the “END-USER”) who entered into the Purchase Agreement of the GLASIAOUS services (hereinafter the “Service Agreement”) directly with Business Engineering Corporation (hereinafter “B-EN-G”) or through the B-EN-G’s Partner. 
2. The License Agreement and SLA will be uploaded to GLASIAOUS User Site designated by B-EN-G.
3. The License Agreement and SLA consist of integral part of the Service Agreement. In case the License Agreement is contradictory and/or inconsistent with the SLA or the Service Agreement, (1) the SLA prevails (2) the License Agreement, which supersedes and is given higher priority to (3) the Service Agreement.
 4. The END-USER shall agree that B-EN-G revises this License Agreement and SLA regularly or irregularly at its discretion. In addition, the END-USER may, at any time, ask B-EN-G for viewing or copying of the latest versions of the License Agreement and SLA.

Article 2. Details of the Services 
1. The GLASIAOUS services consist of all or part of the Basic Services and the Additional Services (hereinafter the “Services”). Details of the respective services are set forth separately by B-EN-G in addition to SLA, the License Agreement and the Service Agreement. 
2. Contents, period, fee, terms of the payment, and the payment due date of the Services are set forth in the Service Agreement.
3. Calendar day, business day, and time set forth in the SLA, the License Agreement and the Service Agreement mean Japan Standard Time.

Article 3. User Companies
1. The END-USER may receive the Service for oneself or user companies, approved by B-EN-G (hereinafter “User Companies”). In the event the User Companies receive the Services, the END-USER shall be responsible for the User Companies’ compliance with all the terms and conditions hereof. 
2. To receive the Services, the END-USER shall report information concerning the END-USER’s trade name, including the END-USER’s trademark, address, manager of the Services (set forth in Article 4), and User Companies, to B-EN-G directly or through B-EN-G’s Partner. In the case any changes of this information occur, the END-USER shall promptly inform B-EN-G of that in the manner designated by B-EN-G.

Article 4. Appointment of Manager
1. The END-USER shall assign a manager (hereinafter the “Manager”). The Manager shall manage login IDs and passwords. 
2. The Manager shall inform the END-USER and User Companies of notice from B-EN-G.

Article 5. Login ID and Password Management
1. B-EN-G may be ready to start providing the Services for the END-USER or User Companies within three (3) business days after the END-USER’s application. B-EN-G, upon being ready as above, will notify the login IDs and passwords to the Manager.
2. The END-USER and User Companies shall not lend, assign, change the ownership, or place a mortgage on their login IDs and passwords to any third party. 
3. In no event B-EN-G shall be liable for any damages  to the END-USERS and the User Companies caused by inadequate way of management, misuse, or third party’s use of login IDs or passwords.
4. The END-USER and User Companies shall immediately report the occurrence of leaking or forgetting or any third party’s use of login IDs and/or passwords to B-EN-G when the accidents occur. The END-USER and the User Companies shall follow any instruction of B-EN-G.
5. Only executives and employees, who are specified by the END-USER and User Companies and then approved by B-EN-G, may use the login IDs and passwords. The END-USER and User Companies shall obtain prior approval from B-EN-G in case they change the executives or employees.

Article 6. Software License
To the software and documents, which are licensed non-exclusively by B-EN-G to END-USER and the User Companies, (hereinafter collectively the “Software”), the following conditions shall be applied: 
(1) The END-USER and User Companies may use the Software for the sole purpose of managing their operations.
(2) Copyrights and all the other intellectual property rights of the Software (including entitlement to patent rights, utility model rights relating to offering the Services) shall belong to B-EN-G, and all the intellectual property rights of any newly produced program about the Software by the END-USER or any User Company in relation to the Software will transfer to B-EN-G. Unless otherwise expressly licensed hereunder or in the SLA, the END-USER and User Companies shall not use, reproduce, assign, sell, manufacture, modify, loan, collateralize, or use for any other purpose, profit from, or dispose of the Software.
(3) The END-USER and User Companies shall not analyze all or part of the Software through disassembly or decompilation nor modify all or part thereof to incorporate into other software. 
(4) B-EN-G does not guarantee that the Software will meet any specific purpose intended by the END-USER and User Companies, normally operate under conditions selected and combined by the END-USER, be executed without any interruption or error, have no defect nor guarantee that B-EN-G will correct any such failure.
(5) Features of the Software are set forth in the SLA. The features of the Software may be changed without prior notice from B-EN-G.

Article 7. Accessible Hours and Support Hours
Accessible Hours and Support Hours of the Services are set forth in the SLA.

Article 8. Fees for Services
1. The END-USER shall pay the fees for the Services (hereinafter the “Fees”) to B-EN-G under the License Agreement. All wire transfer charges and other financial expenses arising out of or in connection with such payments shall be paid and borne by the END-USER.
2. B-EN-G may change the amount of the Fees from the first (1st) day of the month in the event B-EN-G gives prior notice to the END-USER by the fifteenth (15th) day of the previous month.
3. Even when B-EN-G pauses the Services under Articles 25-27, the END-USER shall not be exempt from its obligation to pay the amount equal to the Fees for the period of such suspension.
4. When the END-USER purchases the Services through the B-EN-G’s Partner, Article 8.1 shall not be applied, and Article 8.2 will apply with interpreting ”B-EN-G” as the ”B-EN-G’s Partner”. 

Article 9. Taxes and Duties
1. Any and all taxes including, but not limited to, withholding tax, Value Added Tax, Goods and Services Tax, Consumption Tax, levied by Japan and/or any other Governmental authority in connection with any fees above shall be paid and borne by END-USER.　END-USER shall be responsible for paying tax levied on any fees authority on behalf of B-EN-G.　And in case END-USER needs to withhold any taxes in respect of any fees above under the laws and regulations at the time of paying the fees to B-EN-G, END-USER shall pay net amounts of the fees to B-EN-G and pay, after calculating the proper tax, to the relevant authority. Moreover, END-USER shall send the withholding tax description to B-EN-G within one (1) month from the fees remitting date.
2. Any amount less than one (1) yen obtained from calculating taxes and dues shall be rounded off.
3. Any and all amounts and payments set forth hereunder shall be net amounts, without any taxes and public dues, shipping costs, insurance, and other expenses, and that shall be borne by the END-USER.
4. The provisions under this Article 9 will not apply, in case the END-USER enters into the Service Agreement with B-EN-G’s Partner.

Article 10. Late Payment Charge
1. In the event the END-USER fails to pay the Fees on time, B-EN-G may charge the late payment charge at the rate of fourteen point six percent (14.6%) per annum as late fees for the number of days from the day after the due date until the date the payment is made; the END-USER shall pay the late payments in addition to the Fees.
2. Any amount less than one (1) yen obtained from the calculation above shall be rounded off to the nearest yen.
3. The provisions under this Article 10 will not apply, in case the END-USER enters into the Service Agreement with B-EN-G’s Partner.

Article 11. Contents of the Services
Contents of the Services are set forth in the SLA.

Article 12. Provision and Use of Free Software
1. B-EN-G may allow the END-USER and User Companies to use B-EN-G’s specified software at free of charge (hereinafter “Free Software”); details of Free Software shall be set forth in the SLA.
2. The END-USER and User Companies acknowledge and agree that the B-EN-G does not provide Free Software as part of the Services, that the END-USER and User Companies shall use the Free Software at their own discretion and responsibility, that B-EN-G shall have no responsibility for any damage occurred by the Free Software to the END-USER or any User Company, and that no guarantee clause and/or damage clause stipulated in the License Agreement or in the SLA shall apply.

Article 13. B-EN-G’s Responsibilities for Services
1. B-EN-G may provide the Services based on the quasi-mandate. B-EN-G’s responsibilities for the Services include but are limited to providing the Service with its best endeavor for the END-USER and the User Company, to be subject to the matters and the details expressly set forth in the License Agreement, the Service Agreement, and the SLA; B-EN-G shall not be liable for any result (including details of any deliverable) and defectwarranty. 
2. In the event of any disputes, over intellectual property rights including patent rights, utility model rights, design rights, trademarks, and copyrights to the Services and the Software, arising, B-EN-G shall use commercially reasonable efforts to resolve the dispute on condition that the END-USER promptly reports the occurrence of the disputes to B-EN-G and fully cooperates with B-EN-G upon its request; provided that B-EN-G shall not be responsible for any infringement attribute to the END-USER including infringement resulting from modification made by the END-USER. In addition, B-EN-G shall be deemed to have used commercially reasonable efforts when B-EN-G takes measures to resolve the disputes to defend against or reach accommodation with the third party at its own discretion, obtain a license from the third party to use the Software, or replace/change the Software with non-infringing software. B-EN-G’s responsibilities for infringement on any third party’s rights to the Services or Software shall be limited to the provisions set forth in this Article 13.

Article 14. Non-assignment
The END-USER or User Companies shall not, without the prior written consent of B-EN-G, transfer or assign to any third party all or part of rights and obligations under the Service Agreement, the License Agreement, or the SLA.

Article 15. Subcontracting
B-EN-G may, to the extent necessary to provide the Services, subcontract all or part of operations for providing the Services to the third party. In this case, B-EN-G may disclose the confidential information (defined under Article 19) about the END-USER and User Companies to the subcontractor and allow its access thereto, limited to the personnel who needs such information for the sole purpose of delivering the Services, on condition that B-EN-G has the User Companies compliance with the obligations under the Service Agreement, the License Agreement, or the SLA and assumes its responsibility to the END-USER.

Article 16. Equipment Preparations
1. The END-USER and User Companies shall, at their own expense and responsibility, prepare equipment including communication equipment and software, enter into telephone line access contracts, and subscribe to internet access services, as well as making any other necessary preparations to receive the Services.
2. The END-USER shall pay necessary expenses for operating, maintaining, and managing equipment to B-EN-G, when the need of having the equipment prepared by the END-USER or User Companies being placed under the management of B-EN-G arises.  Scope of such expenses and responsibilities for the management shall be determined upon consultation between both parties.

Article 17. Delivery of Data
1. B-EN-G may request the END-USER or the User Companies to disclose information including but not limited to specifications, drawings, and data in the possession of the END-USER or User Companies for free of charge, when B-EN-G needs the information.
2. B-EN-G shall not be obligated to check or verify the accuracy, utility, etc., of any information disclosed or loaned by the END-USER (hereinafter “Disclosed Information”). 
3. Upon loaning or disclosing such information to B-EN-G, the END-USER shall warrants that B-EN-G is authorized to use the Disclosed Information for the purpose of delivering the Services.

Article 18. Data Management
1. B-EN-G shall manage and store Disclosed Information with duty of care of a good manager.
2. B-EN-G shall return any original of the Disclosed Information, when original is disclosed, to the END-USER promptly when it becomes unnecessary. In case reproduced Disclosed Information is provided, B-EN-G may destroy or otherwise dispose of any of them at its own discretion timely unless otherwise instructed by the END-USER.

Article 19. Confidentiality
1. For the purpose hereof, “Confidential Information” means the following information:
(1) Information specified as confidential, including documents, drawings, and other tangible properties or electronic documents or electromagnetic records disclosed from the other party;
(2) Information orally disclosed from the other party announcing it as confidential and so specified by the other party in writing within fourteen (14) days from the date of disclosure.
2. The END-USER and B-EN-G shall mutually manage Confidential Information with duty of care of a good manager, and shall not disclose, release, or distribute it to any third party without the prior written consent of the other party or unless requested by law.
3. The END-USER and B-EN-G may use Confidential Information for the sole disclosed purpose.
4. Notwithstanding the provision under Article 19.2, B-EN-G may disclose Confidential Information to a person who assists its performance without the prior consent of the END-USER; provided that B-EN-G shall have him/her comply with the obligations under this Article 19.
5. The END-USER and B-EN-G shall agree to the following conditions for disclosure between User Companies and the END-USER:
(1) The END-USER and B-EN-G shall agree that this article applies to the case of that the User Companies and B-EN-G disclose the information directly to the recipient;
(2) The END-USER shall agree that User Companies and B-EN-G disclose the Confidential Information of the END-USER and User Companies directly to the recipient;
(3) The END-USER shall have User Companies comply with the confidentiality obligations under this Article 19. 
6. The END-USER and B-EN-G acknowledge that disclosure of the Confidential Information shall not be interpreted as granting the recipient any right to use or license of patent right, trademark right, or any other intellectual property rights which are possessed or managed now or in the future.
7. Notwithstanding the provisions under Article 19.1 to 19.6, the END-USER and B-EN-G acknowledge that the following information is excluded from in the Confidential Information; provided that the one who claims that information shall be excluded from the Confidential Information shall prove the fact.
(1) Information that is within the public domain at the time of disclosure or in the possession of the recipient of the confidential information;
(2) Information that became part of the public domain after the time of disclosure through no fault of the recipient;
(3) Information that has been obtained legitimately from an authorized third party;
(4) Information that has been developed independently without using confidential information;
(5) Information disclosed to a third party without putting any secrecy obligation.
8. Obligations under this article shall remain in force for a period of one (1) year after expiration date of the Service Agreement. 
9. The END-USER and B-EN-G shall return to the other party or destroy storage media containing Confidential Information or reproduction thereof upon expiration date of the Service Agreement, at the request of the other party, or upon fulfillment of the purpose of the disclosure of such confidential information. Notwithstanding Article 19, in the event B-EN-G anonymizes the Disclosed Information, B-EN-G may copy and use such anonymized Disclosed Information for the purpose of maintaining and improving the Services. The same shall apply after any termination or expiration of the Service Agreement.
10. When it is requested by applicable law or regulation to disclose or provide any document containing Confidential Information of the other party, the END-USER or B-EN-G shall secure the procedures of disclosure or submission including but not limited to provision of the other party opportunities to state opinions orally or in writing on disclosing or delivering such information.
11. B-EN-G may, if necessary for providing the Services, access, browse, copy and/or process etc. the Confidential Information which is stored on the Services by the END-USER.

Article 20. Operational Restrictions
Upon receiving the Services, the END-USER and the User Companies shall not conduct the following activities: 
(1) Infringe or possibly infringe on intellectual property rights, including copyrights and trademark rights of B-EN-G or any third party;
(2) Infringe or possibly infringe on property rights, privacy rights, or portrait rights of B-EN-G or any third party;
(3) Discriminate, slander, or defame B-EN-G or any third party or damage the honor or reputation thereof;
(4) Commit or attempt criminal acts;
(5) Offend or possibly offend public order and morals or provide others information offensive to public order and morals;
(6) Alter or delete information on the Services;
(7) Steal any third party’s identity and receive the Services;
(8) Transmit or post computer viruses and any other hazardous computer programs;
(9) Commit illegal acts;
(10) Commit any other activities judged as inappropriate, according to the intent of acts provided above, by B-EN-G.

Article 21. Response Measures
1. B-EN-G may request immediate cessation of any of the activities set forth in Article 20 above to the END-USER or User Company. When either party fails to follow the request, B-EN-G may immediately stop delivering the Services; provided that B-EN-G may, under circumstances B-EN-G judges as urgent, immediately stop delivering the Services without prior notice.
2. In case of Article 21.1, B-EN-G may immediately delete all or part of illegal or hazardous information prepared by the END-USER or any User Company.
3. Upon receipt of notice that login IDs or passwords are illegally used from the END-USER or any User Company, B-EN-G shall take necessary measures including a change of such login IDs or passwords through consultation with the END-USER.
4. B-EN-G shall not be liable for any damages occurred to the END-USER or the User Company under Article 21.1 to 21.3.

Article 22. Network Access
1. The END-USER and User Companies shall use the Services subject to contractual restrictions specified by domestic and foreign telecommunications carriers as well as restrictions under domestic and foreign laws and regulations.
2. In the event of using other networks to communicate, the END-USER or any User Company shall comply with all access network rules including contracts and agreements with telecommunications carriers, as well as domestic and foreign laws and regulations.
3. B-EN-G shall have no liability for suspension of the Services due to defects in other domestic and foreign networks.

Article 23. Responsibility of B-EN-G to Maintain Service Equipment
1. B-EN-G shall use commercially reasonable efforts to have the equipment (hereinafter the “Service Equipment”) be appropriate for derivery of the Service. 
2. B-EN-G shall have no liability when the END-USER or any User Company is unable to receive the Services due to defect of the Service Equipment.

Article 24. Responsibilities of the END-USER and the User Companies to Maintain Terminal Equipment
1. The END-USER and the User Companies shall maintain the terminal equipment (including but not limited to servers and Internet connections (hereinafter the “Terminal Equipment”)) in normal condition to avoid any problem in delivering the Services.
2. The END-USER or any User Company shall immediately report to B-EN-G when they find anything wrong with the Service Equipment or the Terminal Equipment.
3. B-EN-G shall not be liable in case the END-USER or any User Company is unable to receive the Service due to failure or damage in the the Terminal Equipment.

Article 25. Temporary Suspension
1. Notwithstanding the provisions under Article 7, B-EN-G may temporarily suspend all or part of the Services with notice, no later than forty-eight (48) hours prior to the suspension, to the END-USER of the time and date of such suspension in following situations. B-EN-G shall not be liable for anything caused by the suspension
(1) Unavoidable circumstances including but not limited to maintenance, construction, relocation, and displacement of software, systems and equipment to deliver the Services;
(2) Unavoidable circumstances including but not limited to maintenance and construction of electrical equipment, telecommunication equipment, and cooling equipment.
2. Notwithstanding the foregoing provisions, B-EN-G may urgently suspend delivery of all or part of the Services without prior notice to the END-USER in following situations. In this case, B-EN-G shall not be liable for anything caused by the suspension. B-EN-G will make commercially reasonable efforts to promptly notify the END-USER of the expected time and date of such suspension.
(1) Failure to deliver the Services due to natural disasters or wrongdoings by any third party (including but not limited to cyber-terrorism);
(2) Circumstances beyond the control of B-EN-G, including but not limited to orders by central and local governments, wars, terrorist attacks, and strikes;
(3) Unavoidable circumstances requiring urgent suspension of delivery, including maintenance, construction, relocation, and displacement of software, systems, and equipment for B-EN-G to deliver the Services;
(4) Suspension of telecommunication services by telecommunications carriers.

Article 26. Suspension of Services due to Limitation of Communication Access
Under Article 8 of Japanese Telecommunications Business Act, B-EN-G may take measures to urgently suspend delivery of the Services without prior notice in case of circumstances beyond the control of B-EN-G, including natural disasters or potential natural disasters, in order to respond to any communication including matters necessary for preventing disasters or providing rescue support, transportation, communication, or securing electric supply or maintaining order and any communication including matters urgent for the public interest preferentially. In this case, B-EN-G shall not be liable. 

Article 27. Suspension of Delivery of Service due to Violation of Service Agreement
B-EN-G may suspend delivery of the Services without prior notice to the END-USER or any User Company under the following situations:
(1) The END-USER fails to pay the Fees for the Services on time;
(2) The END-USER violates any of the terms and conditions of the Service Agreement, the License Agreement, or the SLA:
(3) A significant problem with B-EN-G’s business has been or may have been caused due to reasons, except for Article 27(1) and 27(2), attributable to the END-USER or any User Company.

Article 28. Cancellation of Agreement
1. The END-USER may cancel, without any retroactive effect, all or part of the Services from the first (1st) of the month in the event the END-USER gives prior notice to B-EN-G by the fifteenth (15th) day of the previous month, unless otherwise set forth in the SLA and/or the Service Agreement. 
2. B-EN-G may cancel, without any retroactive effect, all or part of the Services from the first (1st) day of the month in the event B-EN-G gives prior notice to the END-USER by the fifteenth (15th) day of the previous month. In this case, B-EN-G shall refund the END-USER corresponding amount of the Fees actually received by the date of cancellation, out of the Fees for the Services for the period from the date of cancellation to the expiration date of the Service Agreement.
3. The END-USER or B-EN-G shall have no liability to the other party except for the refund set forth Article 28.1 and 28.2.
4. If the END-USER purchases the Services through B-EN-G’s Partner, previous three (3) provisions will apply with interpreting ”B-EN-G” as “the B-EN-G’s Partner”.

Article 29. Termination
1. The END-USER (including User Companies; the same applies hereinafter in this article) or B-EN-G may terminate all or part of the Service Agreement, when the other party violates any of the terms and conditions in the Service Agreement, the License Agreement, or SLA, and not remedy such violation even after reasonable period of time has passed after receiving notice with a such period; provided that either party may terminate all or part of the Service Agreement without any notice if the violation is made intentionally or with gross negligence. 
2. The END-USER and B-EN-G may terminate all or part of the Service Agreement without any notice to the other party under any of the following situations:
(1) Deemed to be not in business because of no actual employees or offices;
(2) Having become subject to dispositions, including any seizure, provisional seizure, or provisional disposition;
(3) Having passed bill or check of dishonor; 
(4) Being filed for commencement of bankruptcy, corporate rehabilitation, or civil rehabilitation procedures;
(5) Becoming subject to business dissolution or discontinuation;
(6) The END-USER or any of its representatives, managers, or those practically in management position or subcontractors are found to be antisocial forces (including but not limited to organized crime groups or members thereof or corporate extortionists);
(7) Conducting violent, threatening, slandering, or denigrating activities against B-EN-G or conducting activities interfering with its business.
3. In the event B-EN-G terminates all or part of the Service Agreement for reasons attributable to the END-USER, the END-USER shall make payment of the Fees for standard services and additional services corresponding to the period from the time B-EN-G expressed its intention to terminate the Agreement to the expiration day of the Service Agreement.
4. In the event either party terminates the Service Agreement under this article, the other party unconditionally loses the benefit of term in relation to the entire unpaid principal amount of the Fees and shall pay immediately all its debts to the terminating party. 
5. Nothing about the termination of the Service Agreement under this article shall preclude any party from seeking damages to the extent permitted under Article 31.
6. If the END-USER purchases the Services through B-EN-G’s Partner, Article 30.5 shall apply with  interpreting ”B-EN-G” as “the B-EN-G’s Partner”.

Article 30. Additional Orders
1. The END-USER may place additional order for the Services from the first (1st) of the month in the event the END-USER gives prior notice to B-EN-G by the fifteenth (15th) day of the previous month. In this case, the END-USER shall report the necessary information including additional items of the Services, term, fees, payment conditions, and dates, to B-EN-G.
2. The purchase order above shall become effective when B-EN-G expresses its intention to approve the additional order.
3. If the END-USER places additional order for the Services through B-EN-G’s Partner, Article 30.1 to 30.2 shall apply with interpreting ”B-EN-G” as the “B-EN-G’s Partner”.

Article 31. Special Agreement for Damages
1. In the event any damage occurs to the END-USER or User Company due to whole failure to deliver the Services (not including partial access or suspended access to the Services under the provision in Articles 25 to 27; hereinafter “Inaccessibility”) attributable to B-EN-G under the circumstances the annual operating rate of the Services falls below the rate specified in SLA 2.4, B-EN-G shall compensate for general, direct, and actual damages incurred by the END-USER or the User Company.  The amount of the damage shall not exceed the amount (rounding off any amount less than one (1) yen) calculated by multiplying one-thirtieth (1/30) of the monthly fees by the number of days and/or hours of the Inaccessibility (based on twenty-four (24) hours in one (1) day, discarding any fractions) counting from the time (during the Support Hours only) when B-EN-G certifies the END-USER or the User Company is affected by the Inaccessibility to the time B-EN-G informs the END-USER of recovery from the Inaccessibility. For the purpose of calculating the maximum damage, hours of the Inaccessibility shall not be cumulative time.
2. In the event of any damage occurrence, unrelated to the Inaccessibility above, to the END-USER or User Company due to circumstances attributable to B-EN-G (except for the case not delivering part of the Services, in which case B-EN-G shall not be liable), B-EN-G shall compensate for actual, general and direct damage incurred by the END-USER or the User Company. The amount of the damage shall not exceed the amount equivalent to fees actually received by B-EN-G from the END-USER for the past one (1) year from occurrence of the damage for special features of the Services which has caused such damage. When the END-USER or User Company successfully proves that more than one (1) of the special features have caused the damage, such damage shall not exceed a cumulative total of fees actually received by B-EN-G from the END-USER over the past one (1) year retroactively from the occurrence of damage. 
3. B-EN-G shall not be liable for damage incurred by the END-USER or any User Company in circumstances not attributable to B-EN-G including damage, whether foreseeable or not, arising from special, accidental, incidental and punitive damages, lost profits, and damages sought by claims from any third party.
4. The END-USER and User Companies shall bear collective responsibility to compensate when they cause damages to B-EN-G because of the violation of the Service Agreement, the License Agreement, or the SLA. 
5. If the END-USER purchases the Services through the B-EN-G’s Partner, Article 31.1 will apply with interpreting “one-thirtieth (1/30) of the monthly fees” as “one-thirtieth (1/30) of the monthly fees to which B-EN-G agreed with its Partner for delivery of the Services”; Article 31.2 will apply with interpreting “the amount equivalent to fees actually received by B-EN-G from the END-USER” as “the amount equivalent to fees actually received by B-EN-G from its Partner for delivery of the Service to the END-USER”.

Article 32. Force Majeure
B-EN-G shall not be liable to the END-USER for any delay or failure in the performance of its obligations under the License Agreement if and to the extent such delay or failure in performance arises from any cause or causes beyond the reasonable control of B-EN-G affected, including, but not limited to, an act of God, war, rebellion, riot, revolution, or terrorism, strike, lockouts, heavy weather, fire, explosion, and an act or omission by any governmental authority. If such delay or failure in performance caused by any force majeure event as mentioned above continues for two (2) months or more, B-EN-G may terminate the License Agreement by giving a written notice to the END-USER.

Article 33. Conditions for Export
The END-USER or any User Company shall obtain prior written consent from B-EN-G in case they directly or indirectly export any Service-related information, whether exporting it by itself or in combination with other products or as a part thereof, which could have been known by receiving of the Services.

Article 34. Severability
Even if any part of the provisions in the Service Agreement, the License Agreement, or the SLA is rendered or declared invalid, the remaining provisions will remain in full force and effect.

Article 35. Governing Law
1. The Service Agreement, the License Agreement, and the SLA shall be governed, construed, and executed under the laws of Japan.
2.  The Service Agreement, the License Agreement and the SLA are set forth in Japanese. Any translations of the Service Agreement, the License Agreement, the SLA, or other related documents (including but not limited to order forms for additional services) into other languages are only for END-USER’s reference. In case there are any discrepancies between the Japanese version and other versions, the Japanese version shall prevail and supersede. The only Japanese version shall be legally enforceable.

Article 36. Settlement through Consultation
Any question concerning interpretation of the Services Agreement, License Agreement, and SLA or any matter not stipulated therein shall be settled in good faith through consultation between the END-USER and B-EN-G.

Article 37. Jurisdiction
The Tokyo District Court shall have exclusive jurisdiction in the first instance of any conflict lawsuit arising over the Service Agreement, the License Agreement, or the SLA.

Article 38. Survival Clause
Articles 13, 14, 31, and 34 to 38 shall remain legally in force even after the expiration hereof.

Article 39. Audit
B-EN-G may audit the status of the Services used by the END-USER and User Companies to check their compliance with the Service Agreement, the License Agreement, and the SLA. B-EN-G shall conduct such audits at its expense during the normal business hours of the END-USER and User Companies in their presence in compliance with regulations and instructions for their safety and information management. In this case, the END-USER and User Companies agree to provide necessary information for audits (including but not limited to related records, contract documents, computers, login IDs, passwords, and user management status), implement the necessary measures for B-EN-G to conduct audits, and cooperate with B-EN-G in such audits; provided that the END-USER shall pay expenses for any of the audits if the audit reveals any noncompliance of the END-USER or any User Company with the Service Agreement, the License Agreement, or the SLA.