Terms of Use of Programming Skills Evaluation Service

Article 1 (Purpose)
These Terms provide for the terms of use of the programming skills evaluation service, “TOPSIC” (defined in Article 2. Hereinafter referred to as “Service”) provided by System Integrator Corp. (hereinafter referred to as “Company”). Customers of Service (defined in Article 2) shall be deemed to have agreed to all these Terms by making an application for use of Service and shall be obligated to comply with these Terms in use of Service. In this regard, if Customer does not agree to these Terms, Customer may not use Service.

Article 2 (Definitions)
The terms used herein shall have the following meanings.
(1) “Service” means “TOPSIC,” a programming skills evaluation ASP service provided by Company. The details of Service shall be as set forth on the homepage of Company.
https://products.sint.co.jp/topsic
(2) “Customer” means a corporation, an organization or an individual who made an application for Service.
(3) “User” means an individual who actually takes the programming skills evaluation of Service.
(4) “Use Agreement” means the use agreement on Service between Company and Customer, containing these Terms.
(5) “Trial Agreement” means a short-term use agreement on Service free of charge between Company and Customer, containing these Terms.
(6) “Administration Site ID Password” means the ID and Password used by Customer to log into the screen for Administrator of Service.
(7) “User ID Password” means the ID and Password used by User to log into Service.
(8) “Site” means the website of Company providing Service.
(9) “Exam Questions” means exercise questions for programming skills evaluation prepared for Service.
(10) “Content” means the content other than Exam Questions provided by Service, including the information related to determination of true or false of the answers to Exam Questions.
(11) “Software” means the application software of Company or Licensor of Company, enabling to provide Service, ASP service.
(12) “Recommended Environment” means the operating environment recommended by Company to use Service. <https://products.sint.co.jp/topsic
(13) “Data” means the information accumulated through the use of Service (test results scores, Customer information and User information).
(14) “Confidential Information” means the information about Exam Questions, determination of true or false of the answers to Exam Questions and the information related thereto.

Article 3 (Application)
These Terms shall apply to any matters between Company and Customer related to Service, provision of Service and use of Service.

Article 4 (Amendment of these Terms)
The Company may amend the details hereof by giving notice to Customer by posting on the homepage of Company in advance. Customer or its User shall be deemed to have agreed to the amendment hereof by continuous use of Service after the amendment and the amended Terms shall apply as of the date of amendment.

Article 5 (Use Agreement)
1. Use Agreement shall be concluded when a person desiring to use Service makes an application for Service by the method prescribed by Company, pays the prescribed fees, and Company confirms the payment of fees and sends the approval notice of the Agreement provided for in paragraph 1 of Article 7. (Application method and fees shall be as set forth in <https://products.sint.co.jp/topsic>)
2. If Company determines that Customer falls under any of the items below, Company may not approve of Use Agreement and refuse provision of Service. In this regard, if Company finds it after the start of provision of Service, Company may discontinue provision of Service. The Company shall not be obligated to disclose the reasons for not approving and discontinuation of provision of Service.
(1) In the event that Customer does not exist.
(2) In the event that there are false statements or omissions in the application content.
(3) In the event that there is the fact that Customer has breached the agreement with Company before.
(4) In the event that Company determines that Customer is Antisocial Force provided for in Article 24 or that Customer has a relationship with Antisocial Force.
(5) Otherwise, in the event that Company determines that it is unreasonable to approve Use Agreement or to provide Service.
3. If Company determines that there are causes falling under each item of the preceding paragraph after the start of provision of Service and discontinues the provision of Service, Company shall not be obligated to return the annual basic fee and exam fee already paid; provided, however, that Company shall return the fees for the unused portion, out of the annual basic fee already paid if Company discontinues provision of Service as Company determines Customer falls under item 5 of the preceding paragraph.
4. If the information stated at the time of application is changed, Customer shall immediately notify Company of the details.

Article 6 (Trial Agreement)
1. Trial Agreement shall be concluded when a person desiring to use Service makes an application for Trial Agreement on Service by the method prescribed by Company and Company sends the approval notice of the Agreement provided for in paragraph 2 of Article 7. (Application method shall be as set forth in <https://products.sint.co.jp/topsic>)
2. Customer of Trial Agreement may use Service free of charge only for fourteen (14) days from the date of conclusion of Trial Agreement (hereinafter referred to as “Trial Period”). In this regard, during Trial Period, Article 1 through Article 4, Article 6, paragraph 2 of Article 7, paragraph 4 of Article 8, Article 9, Article 13, Article 15 through Article 18, paragraph 1 of Article 19, Article 20 and Article 22 through Article 26 shall apply, out of these Terms.

Article 7 (Notice of ID Password)
1. When Company approves Use Agreement, Company shall give notice of Administration Site ID and the date of starting use to Customer at the e-mail address registered at the time of application immediately after confirmation of payment of the fees for the initial year.
2. When Company approves Trial Agreement, Company shall give notice of User ID Password to Customer at the e-mail address registered at the time of application.

Article 8 (Term)
1. Term of Use Agreement shall be from the date of conclusion of the Agreement to the end of the month to which the day on which one (1) year passes belongs.
2. Use Agreement shall be automatically extended for one (1) year under the same terms and conditions unless either Customer or Company expresses its intention to terminate the Agreement at least thirty (30) days before the expiration of the term and the same shall apply thereafter.
3. When Use Agreement is extended under the preceding paragraph, Customer shall separately pay the fees prescribed by Company.
4. Term of Trial Agreement shall be fourteen (14) days from the date of conclusion of the Agreement.

Article 9 (License)
1. Customer may use Service only during the term for the purpose of improving skills of Customer, employee education and employment operations of Customer, and selection and capacity development of outsourcees.
2. Customer shall not utilize and use Service for any purposes other than those set forth in the preceding paragraph and Customer of the Use Agreement shall not allow clients of Customer and any other third parties to use Service, except as provided for in paragraph 1 of Article 10.

Article 10 (Scope of Users, etc.)
1. Customer shall, within the scope of the purpose under paragraph 1 of the preceding Article, issue User ID Password only to the officers and employees of Customer (including dispatched workers), applicants who desire to be employed by Customer, officers and employees of the subcontractors of Customer, officers and employees of the operators who are candidates for the subcontractors of Customer (hereinafter collectively referred to as “Employee of Customer, etc.”), using Administration Site ID Password and may allow Employee of Customer, etc., to use Service. Customer shall not allow any person other than Employee of Customer, etc., to use Service.
2. Customer shall allow the subcontractors or the candidates for subcontractors under the preceding paragraph to use Service only for performing the operations of Customer provided for in the subcontractors agreement and shall not allow them to use Service for any purposes other than the above.
3. If Customer selects the Flat-rate system of exam fees, the number of User IDs to be issued by Customer under paragraph 1 of this Article shall be up to the number of persons who can take test provided for in Use Agreement.
4. Customer agrees that Customer shall cause Users who are authorized to use Service under paragraph 1 of this Article to comply with these Terms and that the use of Service by such Users shall be deemed to be the act of Customer.

Article 11 (Management of ID Password)
1. Customer shall comply with the following: (a) Not to disclose, lend to or share with any third party Administration Site ID Password, (b) not to disclose, lend to or share with any third party User ID Password other than the Users provided for in paragraph 1 of Article 10, and (c) to strictly manage Administration Site ID Password or User ID Password so that no leakage or unauthorized use shall occur. The Company shall not assume any liabilities for damages to Customer, User or any other persons due to the status of management and use of Administration Site ID Password or User ID Password.
2. If a person other than Customer used Service using Administration Site ID Password, the act shall be deemed to be the act of Customer and Customer shall bear payment of fees of such person provided for in Article 11. The same shall apply to the case where a person other than User used Service using User ID Password.

Article 12 (Payment of Price)
1. Customer shall, during the term, pay the fees indicated on the Site
https://products.sint.co.jp/topsic>, separately determined as the price for provision of Service by the method designated by Company. Expenses required for payment by Customer, including transfer charges, etc., shall be borne by Customer.
2. If Customer has not paid Use Fees and the liabilities against Company arising from Use Agreement after payment due date has passed, Company may terminate Use Agreement under paragraph 4 of Article 19 or suspend provision of Service until Company receives payment from Customer.
3. Even if Customer or any other person incurred any damages due to the delay of start or discontinuation of provision of Service under the preceding paragraph, Company shall not assume any liabilities.
4. If Customer delayed payment of the liabilities against Company, Customer shall pay to Company the amount calculated at an annual rate of 14.6% for the period from the following day of the payment due date to the completion of the payment as interest in arrears.

Article 13 (Recommended Environment)
Customer shall use Service in Recommended Environment. If Customer cannot use Service under conditions that do not satisfy Recommended Environment, Company shall not assume any liabilities.

Article 14 (Inquiry Contact)
1. Inquiries for Service shall be accepted by the contact set forth below. For inquiries, it is necessary to register a person in charge of inquiries with Company in advance. Inquiries about Service shall be accepted from the person in charge who was registered. The hours and method of response to inquiries shall be as follows.

Acceptance Hours/Hours of Response to Inquiries:
From 9:20 a.m. to 6:00 p.m. on weekdays in Japan
[Except for Saturdays, Sundays, holidays, New Year holidays and any other dates specially determined by Company]
Method of acceptance/Method of Answer:
[E-mail] topsic_support@sint.co.jp

2. Inquiries about Services and software independently introduced by Customer and the software used in combination with Service (except for those provided by Company as part of Service), inquiries about the internal structures of Service shall not be covered by the support.

Article 15 (Intellectual Property Rights)
1. The Company or Licensor of Company owns such intellectual property rights as the copyrights in Exam Questions, Content, Software and webpage of the Site and Customer shall not be authorized to reproduce, adapt, publicly transmit (including right to make transmittable), alter, decompile, disassemble, reverse engineer Exam Questions, Content, Software, webpage of the Site or commit any other acts similar thereto.
2. The Company uses Amazon Web Services (hereinafter referred to as “AWS”), the intellectual property right of which is owned by Amazon.com, Inc. in order to provide Service. Customer shall comply with the terms of AWS and cause User to comply therewith in the use of Service.
https://aws.amazon.com/jp/legal/

Article 16 (Prohibited Acts)
Customer shall not commit the following acts. Customer shall take appropriate measures so that User shall not commit the following acts and if User committed the following acts, Customer shall be liable to Company for the acts jointly with User.
(1) Any acts other than the use licensed by these Terms as to Exam Questions, Content, Software and Site (including reproduction, translation, alteration, transmission, uploading, distribution, assignment, lending, license or commercialization).
(2) Acts of selling or distributing Exam Questions, Content or altered goods thereof by publishing, download sale or any other methods or the act of transcribing them in documents or websites, etc.
(3) Use of Service in breach of these Terms
(4) Web Scraping (which means extracting the data from a webpage automatically by using a program).
(5) Resale, offer to third parties or sublicensing of Service
(6) Any acts making possible for persons other than those provided for in paragraph 1 of Article 10 to use the functions of Service.
(7) Disclosure, furnishing, sublicensing to third parties Administration Site ID Password or User ID Password and any acts other than those licensed hereunder regarding ID Password.
(8) Acts to attempt to make unauthorized access to the system of Company or Service and acts of disrupting servers and networks by sending virus, etc.
(9) Acts which might disturb operation of Service of Company.
(10) Acts of pretending to be other Customer or User.
(11) Otherwise the acts determined to be inappropriate by Company.

Article 17 (Handling of Data)
1. In Service, log data such as access source IP address, request content, hours of use, use environment and response results and Cookies and Data of Customer and User (hereinafter collectively referred to as “Collected Information”) are automatically obtained. Customer shall use Service upon understanding that the obtained Collected Information will be used by Company as the materials to make judgment for responses to inquiries from Customer or User, system maintenance, analysis of status of use, understanding and improvement of the commercial problems of Service, investigation of the causes for such failures in Service and restoration of failures, correct analysis and understanding of the needs and interest of User and development responding thereto, operation and improvement of convenience of SEO of the Site and Service.
2. The Company may disclose Collected Information to third parties who provide analysis, investigation and advice, etc., in a professional way for the purposes under the preceding paragraph. In such an event, personal information shall be disclosed after processing and abstracting in the form unable to identify individuals.
3. The Company shall make efforts to store Data during the term, however, shall not be obliged to store them. The Company shall not be liable for loss and destruction of Data not attributable to the intent of Company.
4. If the use of Service is suspended by termination of Use Agreement or Trial Agreement, Customer will be unable to use Data.

Article 18 (Confidentiality)
Customer shall not commit any acts divulging Confidential Information (acts disclosing Confidential Information to third parties regardless of the method). Customer shall not use Confidential Information for any purposes other than the use of Service, such as for commercial purpose. Customer shall take appropriate measures so that User shall not commit the above-mentioned acts.

Article 19 (Change, Discontinuation and Termination of Service)
1. If Company determines it to be necessary, Company may change the details of Service, suspend or discontinue part of the functions of Service by posting on the Site
https://products.sint.co.jp/topsic> in advance and Customer shall agree thereto.
2. The Company may discontinue provision of Service by one (1) year prior notice period. If Company discontinues Service without one (1) year prior notice period, Company shall return the fees for unusable period out of the annual basic fee already paid by Customer.
3. Customer may cancel Use Agreement by giving cancellation notice at least thirty (30) days before the desired date of cancellation by the method prescribed by Company. In such an event, Company shall not return the annual basic fee and exam fee already paid by Customer. If Customer has not paid the annual basic fee or exam fee, Customer shall pay to Company unpaid fees in a lump-sum by the cancellation date.
4. If Customer fell under any of the items below, Company may immediately terminate Use Agreement without notice. In such an event, Company shall not return the annual basic fee and exam fee already paid by Customer. If Customer has not paid the annual basic fee or exam fee, Customer shall immediately pay to Company the unpaid fees in a lump-sum.
(1) In the event that Customer dishonored notes or checks.
(2) In the event that Customer was petitioned for attachment, provisional attachment, provisional disposition or auction or subject to disposition for failure to pay taxes.
(3) In the event that Customer was petitioned for commencement of bankruptcy procedures, commencement of special mediation procedures, commencement of corporate reorganization procedures, commencement of civil rehabilitation procedures and commencement of insolvency procedures similar thereto or Customer entered into liquidation.
(4) In the event that Customer was dissolved or attempted to transfer all or material part of business to any third party.
(5) In the event that Customer was subject to revocation or suspension of business by the supervising agency or attempted to change or close business, and Customer cannot perform the Use Agreement.
(6) In the event that Customer breached the provisions of Article 24.
(7) In the event that Customer has not complied with these Terms and has not made such correction within the designated period although Customer received from Company the notice requiring correction within a reasonable period.

Article 20 (System Maintenance and Emergency Suspension)
1. In order to conduct planned system maintenance, Company may temporarily suspend the system (hereinafter referred to as “Planned Suspension”). In such an event, Company shall give notice to Customer to that effect in advance.
2. If Company determines it to be unavoidable to maintain Service, Company may temporarily suspend the system immediately (hereinafter referred to as “Emergency Suspension”). In such an event, Company shall report to Customer to that effect immediately after Emergency Suspension.

Article 21 (Limited Liability in Case of Unavailability)
1. In the event that Customer selects the Flat-rate system of exam fee, when there occurs any situation where all Users of Customer cannot use Service at all due to the causes attributable to Company, only if Service was completely unavailable for more than 24 continuous hours from the time when Company was aware of the situation (hereinafter referred to as “Failure Occurrence Time”) in which all Users cannot completely use Service (hereinafter referred to as “Unavailable Condition”), Company shall be liable for compensation up to the amount calculated on a prorate basis by the number of days of Unavailable Condition (a fraction less than a day is rounded down) for the exam fee plus consumption tax. If Failure Occurrence Time is during the free period, damages shall be deemed not to have occurred.
2. Amount of compensation of Company for Unavailable Condition under the preceding paragraph shall be calculated on a monthly basis and if Customer gives notice with a claim for compensation within six (6) months from the month in which the Unavailable Condition occurred, Company shall pay the compensation amount calculated under the preceding paragraph. The Company shall not be liable for the compensation after six (6) months have passed from the month when the Unavailable Condition occurred.
3. Annual basic fee and the exam fee under the Pay-for use system shall not be covered by compensation. The Company shall not be liable for Unavailable Condition other than that is provided for in this Article.

Article 22 (Disclaimer)
1. If any dispute arises between Customer and User or any other third parties due to the use of Service, Customer shall resolve it at its responsibility and expense and Company shall not assume any liability for the dispute.
2. The Company shall not be legally liable for Exam Questions, Content, Software and skill evaluation results provided by Service and shall not provide any warranty for the quality thereof, including completeness, correctness of information and fulfillment of demands by Customer and User. In addition, Company shall not make any warranty or be legally liable for the absence of defect and failure of Service.
3. Company shall disclaim any liability for its default except for the case of willful misconduct or gross negligence. If Company assumes liabilities for any reason, Company shall only be liable for ordinary damages and direct injuries to Customer and the total amount of damages shall be up to the annual basic fee already paid by Customer.

Article 23 (No Assignment of Rights)
Customer shall not assign or lend to any third party any rights and obligations under these Terms and Use Agreement or Trial Agreement without the prior written consent of Company.

Article 24 (Exclusion of Antisocial Forces)
1. Customer and Company warrant that the party and its officers, employees and Users are not Antisocial Forces (an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, company affiliated with an organized crime group, corporate racketeers, rogues calling for social movement and any other Antisocial Forces. Hereinafter collectively referred to as “Antisocial Forces”) and warrant that the party has no relationship with such Antisocial Forces.
2. If the other party falls under any of the items below, Customer and Company may terminate Use Agreement or Trial Agreement without any notice. In this regard, if any damages occurred due to termination of Use Agreement or Trial Agreement, the party falling under any of the items below shall be liable therefor.
(1) In the event that its officers, employees or Users are Antisocial Forces.
(2) In the event that its officers, employees or Users are recognized as having a relationship with Antisocial Forces.
(3) In the event that its officers, employees or Users are recognized as cooperating or being involved with operation and maintenance of Antisocial Forces such as providing Antisocial Forces with funds, etc., or accommodations.
3. Customer and Company may investigate the other party for the purpose of confirming each item of the preceding paragraph. In this regard, if the other party requests an investigation, both parties shall cooperate thereto.
4. If it is found that Customer and Company fall under or might fall under any of the items of paragraph 2, Customer and Company shall immediately give notice to the other party.
5. If Customer and Company recognize that the outsourcee, with whom Customer and Company conduct transactions to perform Use Agreement or Trial Agreement, is Antisocial Forces or has a relationship with Antisocial Forces, Customer and Company shall immediately terminate the agreements with the outsourcee to cut off the relationship.

Article 25 (Governing Law and Jurisdiction by Agreement)
1. These Terms, the Use Agreement and Trial Agreement shall be governed by the laws of Japan.
2. Customer and Company agree that the Tokyo District Court shall be the court of exclusive jurisdiction by agreement for the first instance of litigation over these Terms, the Use Agreement and Trial Agreement.
3. Notwithstanding the preceding paragraph, if the domicile of an individual Customer is outside Japan and the address of head office of a corporation Customer is outside Japan, disputes over these Terms, the Use Agreement and Trial Agreement between Customer and Company shall be resolved only by the arbitration by the Japan Commercial Arbitration Association in Tokyo Japan under the Arbitration Rules of the Association. The arbitration shall be final and binding upon both Customer and Company. Expenses for the arbitration (including expenses for agents and attorneys) shall be borne by the losing party, except as otherwise specified in the arbitration award.

Article 26 (Miscellaneous)
If any of the provisions hereof is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions hereof. If the right to the breach or default any of the provisions hereof was waived, it shall not be deemed to be the waiver of the provision in the future or waiver of any other provisions. The Japanese language shall be the governing language of the Terms of use.

Supplementary Provisions
Establishment: January 10, 2018
Application: January 10, 2018
Amendment: January 31, 2018
Amendment: October 31, 2018

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