FD Device Rental Terms of Use

For the purpose of these FD Device Terms of Use:

1. "FD Device" means hardware device that the Company manufactures, sells, and/or provides including, but not limited to, THINKLET, and any accessories and peripherals for such devices.

2. “FD Device Software” means any software or services required to activate, operate, and/or control any FD Device.

3. “Service” means services in which the Company lends the FD Device and the FD Device Software to the User for a rental purpose.

4. “User” means any person who uses the Service, whether an individual or a corporation.

5. “Agreement” means the agreement for the provision of the Service by the Company, and shall include these Terms of Use.

1. The Agreement takes effect from the day when the User’s legitimate request for Rental Service is accepted by the Company.
2. If the Company and the User enter into a separate rental agreement in writing that includes different terms of use from these Terms of Use, then the said terms of use shall prevail over these Terms of Use.

The rental period of the Service ("Rental Period") shall be as specified at the time of application. The Rental Period shall be in monthly units.

1. The amount of rental fee for the Service (“Rental Fee”) shall be as specified at the time of application.

2. Unless otherwise agreed in writing, all invoices for the Rental Fee are payable by the end of the next month from the invoice date. All payments shall be delivered by wire transfer to the bank account specified in the invoice.

If the User terminates this Agreement before the end of the Rental Period, the User is still obligated to pay all Rental Fee for the entire Rental Period as initially set forth, and in no event will the Company refund such fee.

The Service may be extended upon the User’s request in writing by the 15th day of each month accepted by us. Extension of the Rental Period shall be effective from the 1st day of next month from the request. Notwithstanding the foregoing, the Company may not accept the User’s request for extension for any reason including, but not limited to, limited inventory of the FD Device and/or the FD Device Software.

If the User fail to return the FD Device and/or the FD Device Software by the end date of the Rental Period, the Company may claim additional charge (“Late Return Fee”) from the next day of termination up to the date all of the FD Device and/or FD Device Software arrives the place the Company designates for return. Late Return Fee will be calculated by prorating on the basis of 365-day.

The User shall use the FD Device and FD Device Software in accordance with the instruction manual, etc., and shall store and manage them properly in good faith.

In the event that any third party may place the FD Device and/or FD Device Software under distraint and/or provisional seizure or claim for rights on the FD Device and/or FD Device Software, the User shall immediately give a notice to the Company and return all the FD Device and FD Devices Software.

The User shall not, in any case, allow to use, assign, hold a mortgage on, sublet, or transfer of possession of any of the FD Device and the FD Device Software.

1.  In the event that the FD Device has a natural failure, including initial defects, during the Rental Period and does not operate properly, the User shall immediately give a notice to the Company and comply with the Company’s instructions to return such FD Device. After receipt and confirmation of the FD Device, in principle, the Company shall provide the User with an equivalent replacement of the same type of the device. However, if no replacement is available, the Company shall be exempted from any and all liability by refunding the Rental Fee.
2. In the case of the preceding paragraph, if the period during which the User is unable to use the FD Devices, i.e., the period from the time when the FD Devices not functioning properly as specified in the preceding paragraph arrives at the Company to the time when the Company ships replacement FD Devices, is less than one month, the Company will not reduce or exempt the Rental Fee for the period of unavailability.

In the event that the FD Device is significantly damaged or defaced (including writing, stickers, etc. on the FD Device) beyond the extent of its age for reasons attributable to the User, the User shall follow the instructions of the Company, send the FD Device to the Company and pay the Company an amount equal to the price of the FD Device.

The Company hereby grants to the User the non-exclusive, non- assignable, non-transferable, non-sublicensable, and royalty-free rights to use the FD Device and FD Device Software only if the User comply with those expressly provided in the below:

• Ownership and intellectual property rights of the FD Device, the FD Device Software, and documents attached to the FD Device and the FD Device Software belong to the Company.

• The User is prohibited from separating or isolating the FD Device Software from the FD Device and using the FD Device Software for the purpose other than operating the FD Device.

• The User is prohibited from making a copy of, duplicating, replicating, reverse-engineering, reverse-compiling, or reverse-assembling the FD Device Software.

• The User is prohibited from disassembling, dismantling, analyzing, reforming, rebuilding, reverse-engineering of the FD Device.

• The creation of any derivative equipment, etc. without the written permission of the Company is prohibited.

1. In no event shall the Company be liable for any damages caused by the User's negligent use of the FD Device or the FD Device Software, or for any damages caused by the User's use of the FD Device or the FD Device Software in a manner other than that which is normal.
2. The Company shall deliver the FD Device to the User after confirming the operational functions of the FD Device and the FD Device Software. The Company shall not be liable for any failure of the User to fulfill the purpose of use of the FD Device after delivery, except as otherwise provided in these Terms of Use.
3. Except as otherwise provided in these Terms of Use, the Company shall not be liable for any damages arising out of the User's use or non-use of the FD Device.

1. The Company, any third party that gives permission for its license to the Company, and/or any third party that provides externally sourced part of the FD Device, the FD Device Software, and the Service limited to such part only if any exists will retain all interest in and to the FD Device, the FD Device Software, and the Service, including all documentation, modifications, improvements, upgrades, derivative words, and all other intellectual property rights in connection with the Service, including company name, logos, and trademarks reproduced through the FD Device, the FD Device Software, and the Service. Nothing in this Agreement will function to transfer or give permission for any of the Company’s intellectual property rights to the User.
2. 2. The User shall not, for any reason, engage in any activity that may infringe upon the intellectual property rights (including, but not limited to, copying, modifying,disassembling, decompiling, reverse engineering) of the Company, its licensors, or outside business entities.

1. The User is responsible to indemnify the Company for any losses of the Company resulting from the User’s breach of this Terms of Use and any losses caused by the User in respect of using the Service.
2. The User is responsible to notify the Company of any third party claim, suit, action, proceeding, liability, or obligation involving any actual or alleged death or bodily injury arising out of or resulting from use of the Service, to resolve such claim, suit, action, proceeding, liability, or obligation at the User’s own expenses, and to immediately report the status or development in the interim and after settlement at the Company’s request.

Except as otherwise provided in these Terms of Use, the Company’s liability for damages in connection with these Terms of Use shall be limited to direct and ordinary damages, and shall not include indirect damages such as lost profits and lost business opportunities, and the Company’s liability for damages shall be limited to the total amount of the Rental Fee for the Service (excluding hardware fees) that the Company has actually received from the User for the past one year.

1. ”Confidential Information" as used in these Terms of Use means information provided or disclosed by the Company in connection with the Agreement or the Services, after having been designated by the Company in writing, orally, or by recorded media, etc., to be handled in confidence. However, "Confidential Information" shall not include (1) information that was or had been in the public domain at the time it was provided or disclosed by the Company, (2) information that became public knowledge through publications or other means after it was provided or disclosed by the Company for reasons not attributable to the User, (3) information provided or disclosed by a third party with authority to provide or disclose the information, or (4) developed independently without the use of Confidential Information.

2. The User shall not use or disclose to any third party any of the Confidential Information except for the purpose of the User’s use of the FD Device, the FD Device Software, and the Service.

3. Notwithstanding the preceding paragraph, the User may disclose the Confidential Information if required by law, regulation or legal process, provided that in such event the disclosing party shall give the Company reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the Company in any efforts to prevent such disclosure.

4. The User shall obtain prior written consent from the Company before reproducing any document or magnetic recording medium, etc. containing Confidential Information, and shall strictly manage the reproductions in accordance with Paragraph 2.

5. Whenever requested by the Company, the User shall, without delay and in accordance with the Company's instructions, return or destroy the Confidential Information and any written or other recorded media materials containing or containing the Confidential Information, and all copies thereof.

1. For the purposes of this clause, “Antisocial Forces” means: (i) an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, and any other equivalent person of above; or (ii) a person who themselves or through the use of third parties conducts a demand with violence, an unreasonable demand beyond its legal entitlement, use of intimidating words or actions, damages the credit or obstructs the business of the other party by spreading false rumors or by the use of fraudulent, or any other equivalent actions of above. The User shall, at the time of and after the conclusion of this Agreement, represents and warrants that it is not under the control or influence of Antisocial Forces.

2. If any of the following is reasonably recognized to be the case by the User, the Company may terminate this Agreement without any notice.

   1. Belonging to Antisocial Forces

   2. Substantial involvement of Antisocial Forces in management

   3. Using Antisocial Forces

   4. Involvement in antisocial forces, such as providing funds, etc. or benefits to Antisocial Forces

   5. Having a socially reprehensible relationship with Antisocial Forces

   6. Using fraudulent, violent, or threatening words or deeds against related parties by oneself or through the use of a third party.

3. The User who falls under any of the items of the preceding paragraph shall be liable for compensation for damages incurred by the Company as a result of such termination, and shall not be entitled to seek compensation from the Company for damages incurred by the User.

The User may not assign, delegate, transfer, pledge, sublet, or hypothecate any of the User’s rights or obligations under this Agreement without the Company’s prior written consent of the Company and any assignment, delegation, transfer, pledge, subletting, or hypothecation or attempts thereof to assign, delegate, transfer, pledge, sublet, or hypothecate shall be null and void.

The User agrees that the Company may disclose the User’s account information and transfer the Company’s position, rights, and obligations under this Agreement to the Company’s affiliates, successor, or assignee as part of any merger, acquisition, sale of company assets, or transition of service to another provider.

Under no circumstances shall the Company, its employees, officers, or members be liable for any direct, indirect, punitive, incidental, special, or consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the performance of the FD Device, the FD Device Software, and the Service, the provision of or failure to provide services, or otherwise arising from termination, rescission, or cancellation of these Terms of Use.

These Terms of Use shall be governed by the laws of Japan, and the Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes arising between the Company and the User in connection with these Terms of Use, the Agreement, or use of the Service.

In the event of any dispute or disagreement among the Company and the User as to the interpretation of any provision of these Terms of Use, the performance of obligations herein, or any matter that is not defined or specified in these Terms of Use, the Company and the User shall negotiate in a good faith effort to resolve the disagreement mutually.