WAMNET Japan K.K. (hereinafter referred to as "WAMNET") will provide GigaCC service (the detail of which shall be stipulated in Article 1) (hereinafter referred to as "THE SERVICE") in accordance with the following terms and conditions (hereinafter referred to as "TERMS AND CONDITIONS")
Article 1 Details of THE SERVICE
WAMNET will provide a charged storage space, in the server shared among CLIENTS (defined in Article 4)" (hereinafter referred to as "GIGACC SERVER"), for the purpose of saving the CLIENT's files, data or information (hereinafter collectively referred to as "DATA") and transferring such DATA to the Internet users designated by such CLIENT (hereinafter referred to as "GIGACC USERS") who will be disclosed such Client's "user name and password" (hereinafter collectively referred to as "ACCOUNT INFORMATION"), in the manner to connect GIGACC SERVER and the personal computers of each of the CLIENT and GIGACC USERS through Internet.
Article 2 Warranty
2.1 In case any trouble to prevent the usage of THE SERVICE occurs to GIGACC SERVER and WAMNET's related facilities, other than those causes stipulated in Article 24.3. herein, WAMNET will immediately analyze the causes and workaround of such trouble and conduct recovery work.
2.2 WAMNET shall not make any warranty, whether expressed or implied, to CLIENTS and GIGACC USERS as to the provision of THE SERVICE except for as mentioned in Article 2.1. herein.
Article 3 Subcontract
WAMNET may at any time assign, transfer, or subcontract in whole or in part of the operation containing in THE SERVICE to a third party appointed by WAMNET.
Article 4 Conclusion of the service contract
4.1 Any entity or person who wishes to use THE SERVICE (hereinafter referred to as "APPLICANT") shall fill in the application format on the front side of TERMS AND CONDITIONS (hereinafter referred to as "APPLICATION") after agreeing all the Article of TERMS AND CONDITIONS and submit it to WAMNET. After receipt of such APPLICATION, WAMNET will judge whether such APPLICANT can satisfy WAMNET's qualification standard. If WAMNET confirms that such APPLICANT is qualified, WAMNET will notify such APPLICANT of the approval to its APPLICATION in writing (hereinafter referred to as "NOTICE" together with ACCOUNT INFORMATION, date of commencement of charging (hereinafter called as "COMMENCEMENT DATE"), details of charges and any other relevant information regarding THE SERVICE. The contract regarding THE SERVICE between APPLICANT and WAMNET shall be regarded as concluded and in effect from the date of NOTICE (such contract shall be hereinafter referred to as "SERVICE CONTRACT") and such APPLICANT shall be able to use THE SERVICE pursuant to the SERVICE CONTRACT (such APPLICANT shall be hereinafter referred to as "CLIENT"). For the avoidance of doubt, TERMS AND CONDITIONS shall be the integral part of the SERVICE CONTRACT.
4.2 In no case shall be WAMNET liable for any costs, damages or liabilities in connection with or in relation to incorrectness or deficiency in information of the APPLICATION provided by APPLICANT.
4.3 WAMNET may reject the APPLICATION made by APPLICANT, in the event that any APPLICANT is categorized as either of the following:
(1) When APPLICANT is already CLIENT;
(2) When APPLICANT is likely to breach any of TERMS AND CONDITIONS;
(3) Where APPLICANT was disqualified as CLIENT in the past due to its breach of TERMS AND CONDITION or any other reason;
(4) When the information of APPLICATION submitted by APPLICANT contains falseness, misdescription or lack of sufficient information;
(5) When APPLICANT is an infant, a person under assistance or a person under curatorship or a ward;
(6) When WAMNET judge that APPLICANT is not appropriate as being CLIENT due to any reason whatsoever;
Article 5 Contract Term
5.1 "The contract term of THE SERVICE" (hereinafter referred to as "TERM") shall be specified in the application format on the front side of this TERMS AND CONDITIONS as "Contract Period". The TERM shall be extended automatically for the same length of Contract Period, unless CLIENT gives a written notice to WAMNET of CLIENT's intention to terminate SERVICE CONTRACT at least one (1) month prior to its expiry date. In any case, WAMNET will not notify CLIENT of the automatic extension in advance. Even if CLIENT fail to terminate SERVICE CONTRACT due to WAMNET's non-notice of such automatic extension and SERVICE CONTRACT is extended, CLIENT shall not be released from the payment obligation of the MONTHLY CHARGES (defined in Article 6.1) during such extended TERM in accordance with the SERVICE CONTRACT.
5.2 SERVICE CONTRACT shall continue to be valid from the date of NOTICE as referred in Article 4.1 to the date of completion of payment of all of the CHARGES by CLIENT (specified in Article 6.1) for the whole period of TERM.
5.3 WAMNET may, without prejudice to any other rights or remedies, refuse renewing this SERVICE CONTRACT by a written notice to CLIENT in case any of the events specified in Article 4.3, Article 16.1 or Article 16.2 occurs.
5.4 CLIENT may terminate SERVICE CONTRACT during TERM by a written notice of its intention to terminate this SERVICE CONTRACT on condition that, if CLIENT terminates this SERVICE CONTRACT during the TERM, CLIENT shall pay WAMNET all CHARGES covering the remaining TERM by the date designated by WAMNET.
5.5 In case CLIENT wishes to make a change in the SERVICE CONTRACT, CLIENT shall apply to WAMNET for such a change in written format. WAMNET will issue a notice of acceptance of the change and thereby notify the CLIENT of the accepted change within 5 business days after the WAMNET's receipt of the written application pursuant to this Article. When WAMNET do not accept the change, WAMNET notify the CLIENT in writing of such non-acceptance with the reason.
The change, if accepted by WAMNET, will be implemented and new CHARGES reflecting the change shall be applied from the start date stipulated in the notice of acceptance of the change.
5.6 During TERM, CLIENT shall not be able to change APPLICATION to SERVICE CONTRACT as will result in reduction of any CHARGES.
Article 6 Charges
6.1 CLIENT shall pay the monthly charge, excess charge for the DATA amount which exceeds the contracted capacity, and other monthly charge, if any (hereinafter collectively called as "MONTHLY CHARGES") as well as other charges including initial setup charge (together with the MONTHLY CHARGES, hereinafter referred to as "CHARGES"). All those Charges are stipulated in the NOTICE.
6.2 CHARGES shall be charged to CLIENT from COMMENCEMENT DATE to the expiry date of the TERM. When COMMENCEMENT DATE is not the first day of month or the expiry date of Term is not the last day of month, MONTHLY CHARGES shall be calculated proportionally by the number of days during the month.
6.3 WAMNET may change CHARGES by giving prior written notice to CLIENT at least 30 days before the change
Article 7 Payment
WAMNET will issue invoices for CHARGES of THE SERVICE to CLIENT (or Payer) and CLIENT (or Payer) shall make payment in accordance with the payment terms stipulated on the front side of this TERMS AND CONDITIONS.
Article 8 Tax and fees
8.1 If a payment of CHARGES from CLIENT to WAMNET is or becomes subject to the Japanese consumption tax, CLIENT shall, at the time of such payment, pay the amount equivalent to the Japanese consumption tax as well (amount of consumption tax which is imposed based upon Japanese Consumption Tax Act).
8.2 CLIENT shall bear the entire expense, commission or fee incurred in relation to the payment of CHARGES.
8.3 All payments of CHARGES by CLIENT hereunder shall be net and free from any taxes of whatever nature which may be imposed or levied by any concerned tax authority (other than Japanese consumption tax stipulated in Article 8.1 hereof). If any payment of CHARGES to be paid hereunder is or becomes subject to any withholding or deduction on account of such taxes, such withholding or deduction shall be borne and paid by CLIENT so that the net receipt of WAMNET hereunder shall not be affected by that withholding or deduction. Notwithstanding the above, if WAMNET can enjoy the benefit of avoidance of double taxation pursuant to a Tax Treaty between a concerned country and Japan, and CLIENT can provide WAMNET with a formal certificate of tax payment issued by the tax authority of such country which enables WAMNET to enjoy such benefit, CLIENT shall withhold and pay such tax on behalf of WAMNET subject to WAMNET's receipt of such certificate.
Article 9 Delay penalty
If CLIENT fails to make any payment under SERVICE CONTRACT by the due date stipulated in WAMNET's invoice, CLIENT shall pay a delay penalty at the rate of 0.05% per day of the unpaid amount calculated from the due date to actual payment date.
Article 10 Set-off
WAMNET reserves the right to set off any amount payable and receivable between CLIENT and WAMNET at any time regardless of the due date.
Article 11 Acceleration
In case any of the events specified in Article 16.1 occurs, by mere notice from WAMNET to CLIENT whether written or not, and in case any of the events specified in Article 16.2 occurs, without any notice from WAMNET to CLIENT, all obligations of CLIENT immediately becomes due and payable, and CLIENT shall immediately fulfil all its obligations under SERVICE CONTRACT.
Article 12 Management of ACCOUNT INFORMATION
12.1 CLIENT shall take all responsibility for management and using of ACCOUNT INFORMATION.
12.2 CLIENT may disclose ACCOUNT INFORMATION to GIGACC USERS and allow them to use THE SERVICE.
12.3 CLIENT shall secure that GIGACC USERS comply with the terms and conditions specified in Article 13.1.
12.4 CLIENT shall take any and all responsibility for damages incurred in relation to using of THE SERVICE by GIGACC USERS and WAMNET shall not be held responsible for such damages.
12.5 When GIGACC USERS use THE SERVICE, THE SERVICE shall be deemed to be used by CLIENT and CLIENT shall be responsible to WAMNET for any obligation that is incurred under This TERMS AND CONDITIONS in relation to such usage of THE SERVICE by GIGACC USERS.
12.6 CLIENT shall not assign, pledge or transfer ACCOUNT INFORMATION to any third party including GIGACC USERS, or otherwise change the name of the ownership of ACCOUNT INFORMATION.
12.7 CLIENT shall be responsible for any and all damages incurred due to unauthorized use of the ACCOUNT INFORMATION by a third party due to CLIENT's inadequate management, negligence or willful misconduct and WAMNET shall not be held responsible for such damages. When a third party uses THE SERVICE unlawfully and/or unauthorizedly with CLIENT's ACCOUNT INFORMATION, THE SERVICE shall be deemed to be used by CLIENT and CLIENT shall pay the CHARGES and any other expenses incurred by such unlawful and/or unauthorized use of THE SERVICE by such third party and shall be responsible to WAMNET for any and all obligations under This SERVICE CONTRACT arisen in relation thereto.
12.8 In the event that CLIENT become aware of theft, leakage or use by a third party without CLIENT's authorization of ACCOUNT INFORMATION, CLIENT shall immediately inform WAMNET of the situation and follow instructions, if any, from WAMNET,
Article 13 Prohibitions
13.1 Any of the following acts and/or activities by not only CLIENT itself and also any of GIGACC USERS shall be strictly prohibited, and WAMNET shall have the right to immediately discontinue the provision of THE SERVICE and terminate SERVICE CONTRACT, when WAMNET found that any of the following is conducted or threatened to be conducted by CLIENT or GIGACC USER(S):
(1) unlawful use of ACCOUNT INFORMATION of other CLIENT;
(2) acts that cause or may cause disadvantages or damages to other CLIENT, any third party, WAMNET or to THE SERVICE;
(3) acts that infringe on copy rights and any other intellectual property rights of other CLIENT, any third party or WAMNET;
(4) acts of defamation to other CLIENT, a third party or WAMNET;
(5) acts that infringe or may infringe on assets, privacy or right of portrait of other CLIENT, a third party or WAMNET;
(6) acts that offend or may offend public order and morals or acts that provide information to other CLIENT or any third party, that offend public order and morals;
(7) activities related to sexual business, religion or politics by utilizing THE SERVICE;
(8) acts that breach or may breach any applicable law and regulation;
(9) criminal acts or acts that lead or may lead to criminal acts;
(10) using THE SERVICE for Pre-election campaign or any similar acts;
(11) acts that hamper the operation of THE SERVICE;
(12) to provide harmful programs such as a computer virus through THE SERVICE;
(13) to resell or misuse the ACCOUNT INFORMATION or THE SERVICE;
(14) to send commercial E-mails, using THE SERVICE, to general public for advertisement or soliciting purpose;
(15) to use THE SERVICE out of any limitation stipulated in the front side of this TERMS AND CONDITIONS;
(16) any other act that WAMNET judge improper, including but not limited to violation of the provisions of this TERMS AND CONDITONS;
13.2 Even if WAMNET discontinue providing THE SERVICE pursuant to Article 13.1, WAMNET shall not refund or repay to CLIENT the CHARGES for THE SERVICE for the period of such discontinuation.
13.3 In case WAMNET finds that any of the events in Article 13.1 occurs, WAMNET may browse without permission from CLIENT the DATA in GigaCC server saved by such CLIENT, GIGACC USERS or any other CLIENT who may be related to such CLIENT.
13.4 In case WAMNET finds that any of the events in Article 13.1 occurs, WAMNET may demand CLIENT to delete whole relevant DATA and if CLIENT does not do so immediately, WAMNET may delete such DATA without permission from CLIENT. In no event shall be WAMNET liable for damages, costs, charges or fees to such CLIENT or any third party in connection with, in relation to or arising from the deletion of such data except as otherwise specified in this SERVICE CONTRACT.
13.5 Notwithstanding the provision in the preceding paragraph, WAMNET shall not assume an obligation of deleting the DATA specified in the preceding paragraph and shall not be responsible for damages incurred to CLIENT, GIGACC USERS or any third party by WAMNET's failure to delete the said data except as otherwise specified in this SERVICE CONTRACT.
Article 14 DATA
WAMNET shall not distribute, disclose or print the DATA to any third party without prior consent from CLIENT unless otherwise stipulated elsewhere in the SERVICE CONTRACT or any of the following events occurs:
(1) When WAMNET is requested to disclose by government and/or other public offices according to laws and/or regulations;
(2) When CLIENT is suspected of a breach of SERVICE CONTRACT;
(3) When CLIENT agrees;
(4) In addition to the cases mentioned in foregoing items, when it is necessary in view of the public and WAMNET have difficulties to obtain prior consent from CLIENT;
Article 15 Stoppage or suspension of THE SERVICE and termination of the SERVICE CONTRACT
15.1 WAMNET shall have the right to, at its sole discretion, stop or suspend providing the Service under this SERVICE CONTRACT without bearing any responsibility to CLIENT or GIGACC USERS, if any one of following events occurs:
(1) Where maintenance or other work on facilities or equipments for THE SERVICE is necessary;
(2) Where inevitable failure occurs to facilities or equipments for the Service;
(3) Where provision of THE SERVICE is made difficult due to the stoppage of telecom carriers;
(4) Where provision of THE SERVICE becomes unable to provide by force majeure, including but not limited to Acts of God, flood, typhoon, earthquake, tidal wave, fire, plague, war declared or not or threat of the same, civil commotion, labor dispute, blackout, or any other causes or circumstances whatsoever beyond the reasonable control of WAMNET;
(5) Where WAMNET judges that temporary suspension of THE SERVICE is necessary in the view point of sound operation of THE SERVICE;
15.2 In the event that WAMNET stops or suspends providing THE SERVICE according to Article 15.1, WAMNET will announce its reason, date and duration of the stoppage/suspension on the relevant website of THE SERVICE. Notwithstanding the foregoing, if the event occurs abruptly, WAMNET shall not be liable for this announcement.
15.3 In case the period of stoppage or suspension stipulated in Article15.1 continues for more than 30 days, either CLIENT or WAMNET may terminate THE SERVICE CONTRACT unable to be provided due to the stappage or suspension, by sending E-mail or by written notice to the other party without any obligation to the other party.
15.4 Even if THE SERVICE is stopped or suspended according to Article15.1, CLIENT shall remain being liable for the obligation of payment of CHARGES for the period when CLIENT could use THE SERVICE.
Article 16 Discontinuation of THE SERVICE and termination of this SERVICE CONTRACT
16.1 WAMNET shall have the right to, at its sole discretion, immediately stop providing THE SERVICE and terminate SERVICE CONTRACT by giving notice, if any of the following events occurs:
(1) any false description is found in the APPLICATION on the front side of this TERMS AND CONDITIONS or any other documents to conclude SERVICE CONTRACT;
(2) any of the items stipulated in Article 4.3 as reason for rejection is found after SERVICE CONTRACT becomes effective;
(3) CLIENT has conducted or may be likely to conduct any prohibited acts or activities stipulated in Article 13.1 is conducted or threatened to be conducted by CLIENT;
(4) CLIENT does not pay any debt including, but not limited to CHARGES, which CLIENT owes to WAMNET by the due date;
16.2 WAMNET shall have the right to, at its sole discretion, immediately stop providing THE SERVICE and terminate SERVICE CONTRACT without giving any notice, if any one of the following events occurs:
(1) CLIENT's bankruptcy, insolvency, appointment of a trustee, receiver or liquidator over CLIENT or over any material part of CLIENT's assets or properties. Or institution of any proceeding against CLIENT under the provisions of any insolvency or bankruptcy law or any law for the relief of debtors;
(2) transfer whole or parts of a business of CLIENT is conducted or is determined;
(3) decrease of capital, reversal of fund reserve or acquisition of own share or such actions are determined;
(4) suspension of transaction with banks in case of default on note and/or check and others;
(5) issuance of an order for the attachment of CLIENT's assets or property;
(6) CLIENT is ordered to suspend business or cancel license of business or business registration by competent agencies;
(7) financial conditions deterioration occurs or likely to occur;
(8) CLIENT is dead;
16.3 If WAMNET terminate this SERVICE CONTRACT in accordance with this Article before expiry of TERM, CLIENT shall immediately pay to WAMNET the total amount of unpaid Charges covering the whole period throughout TERM.
Article 17 Representation regarding Organized Crime Groups
CLIENT hereby represents and warrants that:
(1) CLIENT is not an organized crime group or any equivalent thereto (hereinafter collectively referred to as "Organized Crime Group"), or listed under Office of Foreign Assets Control Specially Designated Nationals, Office of Foreign Assets Control Sanctions, Office of Foreign Assets Control Non-SDN Entities, United Nations Consolidated List or any other sanction lists (hereinafter collectively referred to as "List");
(2) CLIENT does not support, is not involved in, and is not in any way associated with any organization or individual that is and/or is belonging to an Organized Crime Group or that is on the List (either through financial assistance or any other activity); and
(3) none of CLIENT's directors or other executive officers and none of its shareholders controlling CLIENT is an Organized Crime Group or is on the List, supports, is involved in, or is in any way associated with any organization or individual that is and/or is belonging to an Organized Crime Group or that is on the List (either through financial assistance or any other activity);
Article 18 Termination of the Contract due to misrepresentation regarding Organized Crime Group
(1) WAMNET shall have the right to terminate this SERVICE CONTRACT at any time without giving written notice to CLIENT in the event any representation and warranty set forth in Article 17 turns out to be false or CLIENT has failed to maintain any representation and warranty set forth in Article 17, and CLIENT shall reimburse WAMNET for all losses or damages incurred by WAMNET arising directly or indirectly from the termination of the SERVICE CONTRACT pursuant to this Article.
Article 19 Change and application of TERMS AND CONDITIONS
19.1 WAMNET may change TERMS AND CONDITIONS by making announcement on its website related to THE SERVICE at least 30 days prior to the change. In this case, all the new TERMS AND CONDITIONS which are changed shall be applied to THE SERVICE thereafter.
19.2 Notwithstanding the provision in the preceding paragraph, if there is reasonable reason for change, WAMNET may immediately change this TERMS AND CONDITIONS. In this case, WAMNET will announce the change on its website without delay after such change is made.
Article 20 Change and abolishment of THE SERVICE by WAMNET
20.1 WAMNET may, at its sole discretion, change, make an addition to, or abolish a part of the contents of THE SERVICE (hereinafter referred to as "CHANGES") by making an announcement thereof on its related website of THE SERVICE at least 30 days prior to CHANGES. In this case, WAMNET will not be responsible for any damages, costs or fees incurred by CLIENT due to CHANGES.
20.2 Even if WAMNET make CHANGES, WAMNET will not return whole or part of the CHARGES to CLIENT for any reason whatsoever.
Article 21 Change notification
If CLIENT changes its name, corporate name, address, E-mail address or any other information notified in APPLICATION, CLIENT shall immediately notify such changes to WAMNET. If CLIENT fails to make such notice to WAMNET and consequently incurred damages, costs and fees due to the failure of notifying from WAMNET to CLIENT, WAMNET shall not bear any responsibility and liability to CLIENT.
Article 22 Responsibility
22.1 CLIENT shall use the SERVICE in accordance with the TERMS AND CONDITIONS of this SERVICE CONTRACT and any notices from time to time sent and/or announced by WAMNET to CLIENT.
22.2 In the event that CLIENT or GIGACC USERS cause damages, costs or fees to WAMNET in the course of using THE SERVICE, CLIENT shall compensate to WAMNET for such damages upon request of WAMNET.
22.3 In the event that any of acts and/or activities stipulated in 13.1 is conducted by CLIENT or GigaCC USERS and any disputes arise such as objections from a third party or claims such as compensation for damages occur in the use of THE SERVICE, CLIENT shall settle such disputes and/or claims at it's own liability and expense and WAMNET shall not be responsible for such disputes. CLIENT shall indemnify and hold WAMNET harmless from such disputes and/or claims and, in the event that WAMNET suffers from damages due to such dispute, CLIENT shall compensate all of such damages.
Article 23 Confidentiality
23.1 WAMNET shall not disclose to any third party, information or secret of CLIENT obtained through the performance of SERVICE CONTRACT (hereinafter referred to as "CONFIDENTIAL INFORMATION"), except for any of the information which:
(1) is requested to disclose by public offices based upon relevant laws and regulations;
(2) is disclosed by WAMNET with CLIENT's approval of such disclosure;
(3) WAMNET finds is reasonably necessary to disclose for the purpose of providing THE SERVICE;
Article 24 Immunity
24.1 WAMNET shall not warrant or guarantee to CLIENT any accuracy, usability, completeness and suitability for any particular purpose of any information that CLIENT obtains through THE SERVICE.
24.2 CLIENT and GIGACC USERS shall prepare hardware, software and other equipment necessary to use THE SERVICE (hereinafter referred to as "FACILITIES") and shall comply with any contracts, agreements or covenants as to use of such FACILITIES. WAMNET shall not bear any responsibility and liability for damages, costs or fees incurred by CLIENT and GIGACC USERS that are caused by their use of such FACILITIES.
24.3 WAMNET shall not bear any responsibility and liability for transmission delay, inability of uploading, downloading, transmission and deletion of data, caused by interruption of service of any third party including, but not limited to the telecom carriers or Internet service providers or faulty FACILITIES of CLIENT.
24.4 WAMNET shall not bear any responsibility and liability whatsoever for damages, costs or fees incurred by CLIENT or any third party, including those caused by or in relation to the provision, delay, change suspension, discontinuation, abolishment of THE SERVICE as well as those caused by leakage or loss of data occurred to CLIENT or any third party in relation to THE SERVICE. Notwithstanding the above, in the event that THE SERVICE is made totally unavailable, or the data leakage or loss is caused, due to WAMNET's negligence or willful misconduct, or in the event that CONFIDENTIAL INFORMATION leakage occurs for reasons solely attributable to WAMNET, CLIENT may claim compensation of damages arising from such WAMNET's negligence or willful misconduct and/or CONFIDENTIAL INFORMATION leakage to WAMNET, provided however, an amount of the damages to be compensated by WAMNET shall be negotiated in good-faith and agreed by the parties hereto and total liability of WAMNET shall be, in any event, limited to the monthly amount of the CHARGES.
24.5 The period that CLIENT may claim compensation of damages from WAMNET under previous paragraph, shall be limited to one month from the date when such damage occurred and if CLIENT does not claim such compensation during such period, CLIENT shall lose the right to claim compensation of damages from WAMNET.
Article 25 Effect of termination of the SERVICE CONTRACT
25.1 If CLIENT terminates the SERVICE CONTRACT according to Article 5.4 and any other reasons stipulated herein, CLIENT shall erase or delete all the DATA saved in GigaCC SERVER by itself and/or GIGACC USERS (hereinafter referred to as "SUBJECT DATA") by the end of the month when SERVICE CONTRACT is terminated.
25.2 WAMNET will request CLIENT to immediately erase or delete SUBJECT DATA and upon the request from WAMNET, CLIENT shall immediately do within 15 days after the request of WAMNET, in case of:
(1) Termination of SERVICE CONTRACT according to Article 15.3;
(2) Discontinuation of THE SERVICE or termination of SERVICE CONTRACT according to Article 16;
(3) Termination of the SERVICE CONTRACT according to Article 18;
(4) Abolishment of THE SERVICE according to Article 20;
25.3 In the event that SUBJECT DATA still exist in GigaCC SERVER after the period stipulated in Article25.2, WAMNET shall be entitled to erase or delete the same. For the avoidance of doubt WAMNET shall not be responsible for any damages incurred to CLIENT or any third party due to such erasion or deletion by WAMNET. CLIENT shall compensate damages, if any, incurred to any third party due to erasion or deletion of SUBJECT DATA and shall indemnify and hold WAMNET harmless against such damages.
Article 26 Business promotion of WAMNET
WAMNET may publish that CLIENT is a client of THE SERVICE on WAMNET's business sales documents provided that CLIENT may decline such WAMNET's publication when CLIENT notifies WAMNET of its intention.
Article 27 (Assignment)
CLIENT shall not transfer, mortgage or give as inheritance any of its rights and obligations under this SERVICE CONTRACT without the prior written consent of WAMNET.
Article 28 (Notice)
28.1 Unless otherwise stipulated elsewhere in this SERVICE CONTRACT, any notice to be given by WAMNET to CLIENT shall be made by way of E-mail, announcement on the relevant website of THE SERVICE or other methods that WAMNET consider appropriate.
28.2 In case that a notice to CLIENT from WAMNET is made by E-mail, the notice shall be deemed to be duly received when the E-mail is dispatched to the address registered in the APPLICATION stipulated in Article 4 (or changed through the procedure stipulated in Article 21).
28.3 In the case of Article 28.2, CLIENT shall be obliged to browse the notice sent from WAMNET via E-mail. Browsing the E-mail means that CLIENT opens the E-mail on the screen and read the E-mail thoroughly to check the details of the E-mail.
28.4 In case that a notice to CLIENT from WAMNET is made by the announcement on the relevant website of THE SERVICE, the notice shall be deemed to be received when such announcement is placed on the relevant website.
Article 29 (Severability)
If any of the provisions contained in this SERVICE CONTRACT shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this SERVICE CONTRACT and this SERVICE CONTRACT shall be construed as if such invalid or unenforceable provision had never been contained herein.
Article 30 (Jurisdiction)
30.1 In the event that disputes arise between CLIENT and WAMNET in connection with THE SERVICE, both parties shall discuss in good faith.
30.2 In the event that the said disputes are not solved through the discussion stipulated in the preceding paragraph, Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Tokyo District Court over any suit, action proceeding arising out of or relating to such disputes.
30.3 This Contract shall be, in all respects including but not limited to its effectiveness, force and effect, interpretation and administration, governed and interpreted in accordance with the laws of Japanese.
Article 31 (No Waiver, Captions, Entire Agreement and Amendment)
31.1 A waiver by any party of a breach of any provision of this SERVICE CONTRACT will not be construed to be a waiver of any succeeding breach of the same or any other provision of this SERVICE CONTRACT.
31.2 Captions, headings or titles to articles or paragraphs of this SERVICE CONTRACT are for the purpose of reference only and shall not in any way affect the interpretation or construction hereof.
31.3 This SERVICE CONTRACT sets forth the entire agreement and understanding of the parties hereto relating to the subject matter contained herein and merges all prior discussions between them and neither party shall be bound by any previous agreements, negotiations, commitments and writings other than as expressly stated in this SERVICE CONTRACT.
31.4 Other than those stipulated in Article 19 hereof, this SERVICE CONTRACT may not be changed, modified or supplemented in any manner orally or otherwise except by an instrument in writing signed by a duly authorized representative of each of the parties hereto.