Terms of Service

These memStock Terms of Service (hereinafter the "Terms") set out the conditions for providing memStock (hereinafter the "Service") and the rights and obligations between modo, inc. (hereinafter "we," "us," or "the Company") and users of the Service (hereinafter "Users"). Before using the Service, you must read these Terms in full and agree to them.

Article 1 (Application)

1. The purpose of these Terms is to set out the conditions for providing the Service and the rights and obligations between the Company and Users regarding the use of the Service, and they apply to all relationships between Users and the Company in connection with the use of the Service.
2. Any commitments and notices regarding the use of the Service that the Company posts on the Company Website or within the Company Application (hereinafter "Rules, etc.") form part of these Terms.
3. If the content of these Terms differs from the Rules referred to in the preceding paragraph or any other explanation of the Service given outside of these Terms, the provisions of these Terms shall apply with priority.

Article 2 (Definitions)

The following terms used in these Terms shall have the meanings set out below.

• "Service Use Agreement" means the agreement for the use of the Service concluded between the Company and a User on the conditions of these Terms.
• "Intellectual Property Rights" means copyrights, patent rights, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to acquire such rights or to apply for registration of such rights).
• "Posted Data" means content (including but not limited to text, images, videos, and other data) that a User posts or otherwise transmits using the Service.
• "Company Website" means the website operated by the Company whose domain is "memstock.com" (and, if the domain or content of the Company's website is changed for any reason, the website after such change).
• "Company Application" means the smartphone application "memStock" distributed on the "App Store" operated by Apple Inc. or iTunes K.K. and on "Google Play" operated by Google LLC (and, if the name or content of the service is changed for any reason, the application after such change).
• "Administrator" means a User who holds administrative authority, such as inviting and removing Family Users and Guest Users and configuring various settings of a Family Group.
• "Family User" means a User who has been invited by an Administrator and permitted to talk, post, view, and so on within the relevant group.
• "Guest" means a User who is permitted to access only the channel to which they were invited and to talk, post, view, and so on therein.
• "Family Group" means a single grouping of one family created by an Administrator. By inviting Family Users and Guests to a Family Group, members can share information within the group, such as through chat.

Article 3 (Content of the Service)

1. In the Service, an Administrator creates a Family Group and invites Family Users and Guests to it, enabling them to share information such as communication via talk, schedule sharing (calendar), photo sharing (album), and event management.
2. Family Users are, in principle, family members who share household finances with the Administrator or who are related to the Administrator by blood.
3. We recommend inviting relatives and others as Guest Users or creating a separate Family Group.
4. The Administrator has the authority to invite and remove Family Users and Guests.
5. The Administrator may designate another person as the Administrator.

Article 4 (Registration)

1. A person who wishes to use the Service (hereinafter a "Prospective Registrant") may apply to the Company for registration to use the Service by agreeing to comply with these Terms and providing certain information specified by the Company (hereinafter "Registration Information") in the manner specified by the Company.
2. The Company will determine whether to approve the registration of a Prospective Registrant who has applied under Paragraph 1 (hereinafter an "Applicant") in accordance with the Company's standards, and if the Company approves the registration, it will notify the Applicant accordingly. The Applicant's registration as a User is completed when the Company gives the notice under this paragraph.
3. Upon completion of registration as set out in the preceding paragraph, a Service Use Agreement is established between the User and the Company, and the User becomes able to use the Service in accordance with these Terms.

Except where we separately permit it, corporations may not register an account for the Service.

The Company may refuse registration or re-registration, and bears no obligation to disclose the reasons therefor, if an Applicant falls under any of the following items.

• Where all or part of the Registration Information provided to the Company is false, contains errors, or has omissions.
• Where the Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent of their statutory agent, guardian, curator, or assistant.
• Where the Company determines that the Applicant is an antisocial force, etc. (meaning organized crime groups, members of organized crime groups, right-wing organizations, antisocial forces, or other persons equivalent thereto; the same applies hereinafter), or that the Applicant has some interaction with or involvement in antisocial forces, etc., such as cooperating with or being involved in the maintenance, operation, or management of antisocial forces through funding or otherwise.
• Where the Company reasonably determines that the Applicant is a person who has previously breached an agreement with the Company, or a related party thereof.
• Where the Applicant has been subject to the measures set out in Article 10.
• Where the Company otherwise reasonably determines that the registration is inappropriate.

Article 5 (Changes to Registration Information)

If there is any change to the Registration Information, the User shall notify the Company of such change without delay in the manner specified by the Company.

Article 6 (Management of Passwords and User IDs)

1. The User shall, at their own responsibility, appropriately manage and store the password and User ID relating to the Service, and shall not allow any third party to use them, or lend, transfer, change the name on, sell, or otherwise dispose of them.
2. The User shall bear responsibility for any damage arising from inadequate management of the password or User ID, errors in use, use by a third party, or the like.

Article 7 (User Responsibilities)

1. The User shall use the Service at their own responsibility and judgment, and shall bear all responsibility for any acts performed by the User using the Service and the results thereof.
2. With respect to information that must be entered at registration based on the purpose of the Service, separately from the Registration Information (such as information about children), the Company does not verify the accuracy of such information, and even if it is inaccurate, the Company will not restrict the relevant User's use on that basis. The User who entered such information shall bear all responsibility for it.
3. The User shall take security measures appropriate to their own usage environment, such as preventing computer virus infection, unauthorized access, and information leakage.
4. The User shall back up Posted Data at their own responsibility.
5. The User shall resolve, at their own responsibility, any transactions, communications, disputes, and the like that arise between the User and other Users or third parties in connection with the Service or the Company Application.

Article 8 (Fees)

1. All basic features of the Service are available free of charge.
2. If the Company seeks consideration for the use of the Service, it will notify the User in advance and obtain their consent.

Article 9 (Prohibited Acts)

In using the Service, the User shall not engage in any act that falls under, or that the Company determines falls under, any of the following items.

• Acts that violate laws and regulations or that are related to criminal activity.
• Acts of fraud or intimidation against the Company, other Users of the Service, or other third parties.
• Acts contrary to public order and morals.
• Acts that infringe the intellectual property rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other Users of the Service, or other third parties.
• Acts of inviting, as a Family User, a person who does not qualify as a Family User.
• Transmitting, through the Service, to the Company or other Users of the Service, information that falls under, or that the Company determines falls under, any of the following:
  • Information containing excessively violent or cruel expressions.
  • Information containing computer viruses or other harmful computer programs.
  • Information containing expressions that damage the reputation or credibility of the Company, other Users of the Service, or other third parties.
  • Information containing excessively obscene expressions.
  • Information containing expressions that promote discrimination.
  • Information containing expressions that promote suicide or self-harm.
  • Information containing expressions that promote the inappropriate use of drugs.
  • Information containing antisocial expressions.
  • Information that seeks the spread of information to third parties, such as chain mail.
  • Information containing expressions that cause discomfort to others.
• Acts that place an excessive load on the network or systems of the Service.
• Reverse engineering or other analysis of software or other systems provided by the Company.
• Acts that are likely to interfere with the operation of the Service.
• Unauthorized access to the Company's network or systems.
• Acts of impersonating a third party.
• Acts of using the ID or password of another User of the Service.
• Advertising, promotion, solicitation, or business activities on the Service that the Company has not approved in advance.
• Collecting information about other Users of the Service.
• Acts that cause disadvantage, damage, or discomfort to the Company, other Users of the Service, or other third parties.
• Acts that conflict with the commitments regarding the use of the Service posted on the Company Website or within the Company Application.
• Provision of benefits to antisocial forces, etc.
• Acts for the purpose of meeting an unacquainted person of the opposite sex.
• Acts that directly or indirectly cause or facilitate any of the acts in the preceding items.
• Attempting any of the acts in the preceding items.
• Any other act that the Company determines to be inappropriate.

Article 10 (Suspension of the Service, etc.)

The Company may suspend or interrupt the provision of all or part of the Service without prior notice to Users in any of the following cases.

• Where the Company urgently inspects or performs maintenance work on the computer systems relating to the Service.
• Where operation of the Service becomes impossible due to failure of computers or communication lines, operational error, excessive concentration of access, unauthorized access, hacking, or the like.
• Where operation of the Service becomes impossible due to force majeure such as earthquake, lightning, fire, wind or flood damage, power outage, or natural disaster.
• Where the Company otherwise determines that suspension or interruption is necessary.

Article 11 (Attribution of Rights)

1. All Intellectual Property Rights relating to the Company Application and the Service belong to the Company or to those who have licensed them to the Company, and the license to use the Service under these Terms does not mean a license to use the Intellectual Property Rights of the Company or those who have licensed them to the Company in relation to the Company Application or the Service.
2. The User represents and warrants to the Company that they hold the lawful rights to post or otherwise transmit the Posted Data, and that the Posted Data does not infringe the rights of any third party.
3. The copyright, moral rights of the author, and Intellectual Property Rights in the Posted Data belong to the User.
4. The Company shall have the right to use Posted Data to improve the accuracy of the Company's services and systems, to use it as training data for AI, and to modify and use uploaded content in a form that does not identify individuals.
5. The User agrees not to exercise their moral rights as an author against the Company or against any person who succeeds to or is licensed rights by the Company.

Article 12 (Cancellation of Registration, etc.)

1. The Company may, without prior notice or demand, delete or hide Posted Data, temporarily suspend the relevant User's use of the Service, or cancel their registration as a User, if the User falls under any of the following items.
   • Where the User has breached any provision of these Terms.
   • Where it is found that there are false facts in the Registration Information.
   • Where the User has not used the Service for six months or more.
   • Where the User has not responded for 30 days or more to an inquiry or other communication from the Company seeking a reply.
   • Where the User falls under any item of Article 3, Paragraph 4.
   • Where the Company otherwise reasonably determines that it is inappropriate for the User to continue using the Service or to continue their registration as a User.
2. If a User falls under any of the items of the preceding paragraph, the User shall, as a matter of course, lose the benefit of time with respect to all obligations owed to the Company, and must immediately pay all obligations to the Company.

Article 13 (Withdrawal)

1. The User may withdraw from the Service and cancel their own registration as a User by completing the procedures specified by the Company.
2. The handling of user information after withdrawal shall be governed by the provisions of Article 15.

Article 14 (Changes to and Termination of the Service)

1. The Company may change the content of the Service or terminate its provision at the Company's convenience.
2. If the Company terminates the provision of the Service, it will notify Users in advance.

Article 15 (Disclaimer of Warranties and Limitation of Liability)

1. The Company makes no warranty whatsoever, whether express or implied, that the Service is fit for any particular purpose of the User, that it has the functions, commercial value, accuracy, or usefulness expected, that the User's use of the Service conforms to laws and regulations applicable to the User or to the internal rules of industry associations, that it can be used continuously, or that no defects will occur.
2. The Company shall bear no liability whatsoever for any damage incurred by the User through use of the Service. The same applies to damage caused by the inability to use the Service due to defects, errors, or failures occurring in the Company Application, and to damage caused by terrorism, criminal acts, torts, or the like against the Company or Users.
3. The Company shall bear no obligation to monitor or retain Users' Posted Data, logs, or other information.
4. The User bears all responsibility for managing information stored on the User's device in the Service, and the Company shall bear no liability whatsoever for damage caused by loss, theft, hacking, or other events affecting the device.
5. The Company is not involved in, and bears no liability whatsoever for, the User's usage environment.
6. The Company shall not be liable to compensate for damage incurred by the User in connection with the Service in excess of the amount of consideration the User paid to the Company during the past 12 months, and shall not be liable to compensate for incidental damages, indirect damages, special damages, future damages, or damages relating to lost profits.
7. If these Terms constitute a consumer contract as defined in Article 2, Paragraph 3 of the Consumer Contract Act (Act No. 61 of 2000), the provisions of these Terms that fully exempt the Company from liability for damages based on the Company's default or tort shall not apply. In such case, the Company shall be liable for damages up to the limit of the damage directly incurred by the relevant User. However, this does not apply where there is intent or gross negligence on the part of the Company.

Article 16 (Confidentiality)

The User shall keep confidential any non-public information that the Company has disclosed to the User in connection with the Service and requested be treated as confidential, except where the Company has given its prior written consent.

Article 17 (Handling of User Information)

1. The Company's handling of Users' user information shall be governed by the Company's separately established Privacy Policy, and the User agrees that the Company will handle the User's user information in accordance with this Privacy Policy.
2. The Company may, at its discretion, use and disclose information, data, and the like provided to the Company by Users as statistical information in a form that does not identify individuals, and the User shall not object thereto.

Article 18 (Changes to these Terms, etc.)

1. The Company may change these Terms when it deems necessary.
2. When changing these Terms, the Company will make known the timing and content of the revised Terms by posting on the Company Website or other appropriate means, or will notify registered Users.
3. Where a change to these Terms requires the consent of registered Users under laws and regulations, the Company will obtain the consent of registered Users in the manner specified by the Company.

Article 19 (Communications / Notices)

1. Inquiries regarding the Service and other communications or notices from Users to the Company, as well as notices regarding changes to these Terms and other communications or notices from the Company to Users, shall be made in the manner specified by the Company.
2. If the Company sends a communication or notice to an email address or other contact included in the Registration Information, the User is deemed to have received such communication or notice.

Article 20 (Assignment of Status under the Service Use Agreement, etc.)

1. The User may not, without the Company's prior written consent, assign, transfer, create security interests over, or otherwise dispose of their status under the use agreement or their rights or obligations under these Terms to any third party.
2. If the Company transfers the business relating to the Service to another company, it may transfer to the transferee of such business transfer the status under the use agreement, the rights and obligations under these Terms, and the Users' Registration Information and other customer information, in connection with such business transfer, and the User hereby consents in advance to such transfer under this paragraph. The business transfer set out in this paragraph includes not only ordinary business transfers but also company splits and any other case in which the business is transferred.

Article 21 (Severability)

Even if any provision of these Terms or part thereof is determined to be invalid or unenforceable under laws and regulations or otherwise, the remaining provisions of these Terms and the remaining part of the provision determined to be partly invalid or unenforceable shall continue to be fully effective.

Article 22 (Governing Law and Court of Jurisdiction)

1. The governing law of these Terms and the Service Use Agreement shall be the law of Japan.
2. For any dispute arising out of or in connection with these Terms or the Service Use Agreement, the Tokyo District Court shall be the court of exclusive agreed jurisdiction for the first instance.

[Established on September 20, 2024]