SmartMat Terms of Use

For your peace of mind, we have established these Terms of Use.
When using the SmartMat, the ‘SmartMat Terms of Use’ (hereinafter referred to as the ‘Terms of Use’) set out below (‘Terms of Use’) apply to your use of the SmartMat, so please read them carefully before using the SmartMat.

Article 1 (General Provisions）

1. These Terms of Use define the basic matters concerning the use of the Service between the User and the Company in relation to the Service provided and operated by S-Mat Inc. (hereinafter referred to as ‘the Company’), which is provided and operated by the Company to the Users, and sets out the basic matters relating to the use of the Service between the Users and the Company.
2. This Service is a service that uses SmartMats to measure the remaining quantity of consumables, etc. and to improve operational efficiency and optimize inventory through real-time inventory visualization and automatic ordering.

Article 2 (Definition）

1. ‘Measurement Information’ means information such as remaining quantity, quantity, unit price, transaction, date and time of purchase, amount of money, points and other information related to measurement and purchase when the user measures the remaining quantity of consumables, etc. through the Service.
2. ‘Content’ means information such as, but not limited to, text, images, videos, programmes, data and word-of-mouth information.
3. ‘SmartMat’ means the IoT weighing device provided by the Company. It does not fall under the category of specified measuring instruments under the Measurement Act.
4. ‘SmartMat Cloud Usage Agreement’ means the contractual relationship regarding the use of the Services that arises between the User and the Company when the User uses the Services.
5. ‘SmartMat Cloud’ means the cloud service provided by the Company for measuring the residual quantity of consumables, etc.
6. ‘Password’ means the code used to identify the User and other persons in combination with the User login details.
7. ‘Partner’ means a legal entity, organization or individual who, having approved these Terms of Use, is involved in the introduction of customers, sales and service operation of the Service on the basis of a separate contract concluded with the Company.
8. ‘Website’ means the Company's website for the Service (https://smartmat.io/).
9. ‘Services’ means the provision of the SmartMat and the SmartMat Cloud, both of which are loaned by the Company, and includes ancillary services such as initial set-up support and customer support for the introduction of the SmartMat.
10. ‘User login information’ means the code used in combination with the password to identify the User from other persons.
11. ‘User’ means a legal entity, organization or individual who uses the Services by concluding a SmartMat Cloud Usage Agreement with the Company upon approval of these Terms of Use, and a legal entity, organization or individual who uses the Services by concluding an agreement directly or indirectly equivalent to the SmartMat Cloud Usage Agreement with the partners specified in paragraph 2 of this Article, 14. ‘User’ means a legal entity, organization or individual who uses the Service by concluding a contract directly or indirectly equivalent to the SmartMat Cloud Usage Agreement with the Partner set out in paragraph 2 of this Article.
12. ‘User Registration’ means the registration for use of the Services by the User in accordance with the method set out in Article 5.
13. ‘User Registration Information’ means the information specified by the Company which the User has registered at the time of User Registration, the information which the Company has deemed necessary and requested the User to register during the use of the Services, and the relevant information in the event that the User has added to or changed this information himself/herself, including user login information and password.

Article 3 （Scope of Application）

1. These Terms of Use shall apply to the Company and the User in relation to the use of the Services.
2. In the event that we post individual or additional provisions on the Site, they shall constitute a part of these Terms of Use, and in the event that individual or additional provisions conflict with these Terms of Use, the individual or additional provisions shall take precedence over these Terms of Use.
3. Please use other sites linked to this site in accordance with the terms and conditions of use of those sites..
4. When a user purchases a product through the use of the Service, the Company shall not be involved in any sales contract or payment settlement for the product.

Article 4 （Information Obtained through the Service）

1. For the proper operation of the Service, the Company may check the User's purchasing information and other information relating to the use of the Service (including User attribute information, product and stock information and purchase order information, not including personally identifiable information, hereinafter referred to as ‘Service Usage Information’). The User may check the Service Usage Information (hereinafter referred to as the ‘Service Usage Information’). The User agrees in advance that his/her Service Usage Information may be checked by the Company. The rights to the data entered by the user, such as product names, product codes and ordering addresses, belong to the user.
2. The Company may arbitrarily determine the content and duration of the information to be confirmed by the Company through the Service, and the User shall not be able to object to this.
3. The Company shall store the most recent one year's worth of information on the user's use of the Service, including the current month (this is not limited to the cases separately stipulated in the individual contract). However, the Company shall assume no responsibility for any loss of this information and the user shall not be able to object to this.

Article 5（Commencement of Use of the Service）

1. The Service is a service provided and operated by the Company on the condition that the User enters into the SmartMat Cloud Usage Agreement and accepts these Terms of Use and related terms, conditions and notices without modification.
2. The user's submission of the order form specified by the Company to the Company, or any equivalent action (such as application instructions by email, account/device registration, etc.), constitutes the user's acceptance of these Terms of Use and related terms and conditions, notices, etc., and at that point the user and the Company enter into a SmartMat Cloud Usage Agreement. The SmartMat Cloud Usage Contract shall be concluded between the User and the Company at that time.
3. The user shall register as a user when using the Service and shall provide the Company with the user's registration information (including user login information and password). The user shall provide the Company with the user registration information (including user login information and password).
4. Regardless of the conclusion of the SmartMat Cloud Usage Agreement, the Company may, at its discretion, refuse to provide the Service if it is found that the User falls under any of the following items.
   1. 1. When there is an untrue statement or omission in the application for this service, such as the use of another person's name or a fictitious name, false statement or misdescription, regardless of whether it is intentional or negligent.
      2. When it can be reasonably presumed that the User has or is doing any of the prohibited acts stipulated in Article 9 or the suspension or cancellation of the Service stipulated in Article 10.
      3. If the user has repeatedly violated these Terms of Use when using the Service in the past, or is reasonably suspected of being such a person.
      4. If the Company otherwise deems the provision of the Services to be inappropriate or impossible.

Article 6 （Fees, Terms of Use and Method of Payment）

1. The fees for the use of the Service and the method of payment shall be stipulated in the order form or individual contract.
2. Unless otherwise stipulated between the Company and the user, the period of use of the Service shall be one year from the date of commencement of the contract as stated in the order form, and shall be automatically renewed unless the user gives written notice one month prior to the expiry of the contract.
3. In the event that the User arranges the SmartMat via a partner, the terms and conditions regarding the billing and payment of the SmartMat Cloud usage fee shall take precedence over the terms and conditions individually stipulated by the Partner and the User.

Article 7 （Obligations of Users）

1. The User shall prepare and implement, at his/her own expense and responsibility, the telecommunications equipment and software for using the Service, the conclusion of a telephone usage contract, the conclusion of a mobile terminal usage contract, the subscription to an internet service provider, the replacement of batteries, etc.
2. Users must manage the user registration information and password at his/her own risk. Users shall not lend, transfer, change the name of, sell or pledge the user registration information and password, and shall not allow any third party other than its own officers and employees to use the user registration information and password, regardless of the method used.
3. The User shall be liable for any damage caused by inadequate management of the user registration information, errors in use, use by third parties, etc.
4. The ordering of goods based on the measurement of the remaining quantity of consumables, etc. via the Service is an act performed by the User himself/herself of his/her own volition by using the Service, and the User shall be liable for all consequences arising from these acts. The Company shall not be a party, messenger, agent or mediator to these acts and shall not be liable for any consequences arising from these acts.
5. The User shall bear full responsibility for any and all acts performed using the Service and the consequences thereof. In addition, the User shall handle and resolve any enquiries or claims from third parties regarding the use of the Service at his/her own responsibility and expense.
6. The Company shall not be liable for any damage caused by the use of the user's registration information (including user login information and password) by other third parties. The Company shall not be liable for any damage incurred by the user concerned due to the use of the user registration information (including user login information and password) by another third party, irrespective of whether the user concerned is intentionally negligent or not. The use of the Service made with the said user registration information shall be deemed to have been made by the said user.
7. In the event of a change in the user registration information, the User must make the change within 14 days of the change in the user registration information in the manner prescribed by the Website. The Company shall not be liable for any damage incurred by the User due to the User's failure to change the user registration information.
8. The User agrees without objection in advance that if the notification from the Company fails to reach the user due to the user's failure to change the information in the preceding paragraph, the notification will be deemed to have reached the user at the time when it should normally have reached the user.
9. If the User causes damage to the Company or other third parties as a result of the use of the Services (including cases where the Company or a third party suffers damage as a result of the User's breach of these Terms of Use) The User shall handle and resolve the damage at his/her own responsibility and expense. In addition, if the Company receives a claim for damages from another third party as a result of the User's conduct, the User concerned shall compensate the Company for the damages and costs (including indirect damages and costs such as legal fees within a reasonable range) incurred by the Company. The User shall compensate the Company for the following.
10. If we determine that the SmartMat has become unreturnable or unrepairable for reasons attributable to the User while it is in the user's possession, the user shall compensate us for the price of the relevant SmartMat calculated by us according to certain standards and other damages incurred by the Company, in addition to the fees for the period of use.
11. If the User uses a SIM card designated by the Company, the User shall accept the following.
    1. 1. The User may not use the SIM Card for any purpose other than the Service. If the SIM Card is found to be used for any other purpose by the User, the Company may suspend the Service or the SIM Card without prior notice or demand.
       2. The User acknowledges and agrees that the Company shall not be liable to the User in the event of restrictions on the use of communications or suspension of service by the telecommunications carrier providing the service for the SIM Card designated by The Company.
       3. The Subscriber shall pay the SIM Card usage fee, the amount of which is separately specified by us at the time of application, by the payment method specified by the Company. The User acknowledges and agrees that the SIM Card usage fee may change due to rate revisions by the telecommunications carrier providing the SIM Card service, etc. and agrees to pay the changed usage fee.

Article 8 （Withdrawal of Users）

1. If the User wishes to cancel the Service, the User shall express his/her wish to cancel to the Company at least 30 days before the User wishes to cancel, and the Company shall proceed with the cancellation procedure after confirming the User's wish to cancel.
2. After the cancellation of the SmartMat Cloud Usage Agreement, the User will no longer be able to use the Services and the Company may, at its discretion, delete all the Service Usage Information (including the User Registration Information) of the User concerned. The Company may, at its discretion, delete all the Service usage information (including user registration information) of the relevant User.
3. The User acknowledges that the Company will retain and use such User's Service Usage Information even after the termination of the SmartMat Cloud Usage Agreement and that the User will continue to have all obligations and liabilities (including but not limited to compensation for damages) to the Company and other third parties under the SmartMat Cloud Usage Agreement even after the termination of the SmartMat Cloud Usage Agreement, (including, but not limited to, compensation for damages). The User agrees in advance and without objection that he/she shall not be exempted from any obligations and liabilities (including but not limited to compensation for damages) under the SmartMat Cloud Usage Agreement to the Company and other third parties even after termination of the SmartMat Cloud Usage Agreement.
4. The Company shall not be liable for any damage incurred by the User or any other third party as a result of the termination of the SmartMat Cloud Usage Agreement by the User in accordance with this Article.
5. When the User wishes to register for the Service again after having cancelled his/her membership, he/she must conclude the SmartMat Cloud Usage Agreement with the Company again. The User acknowledges that after re-executing the SmartMat Cloud Usage Agreement, the data from before the withdrawal will not be transferred.
6. Except in cases where the User has concluded an individual contract, etc. with the Company, the User shall return the SmartMat after the cancellation of the SmartMat Cloud Usage Contract by the prescribed method or dispose of the SmartMat in the manner prescribed by the Company.

Article 9 （Prohibited Matters）

When using the Services, the User shall not engage in any of the following or any conduct that may lead to such conduct. The User must comply with these Terms of Use when using the Service. The Company may additionally post on the Site any conduct that the Company considers to be problematic or likely to become problematic in the future when using the Services. Users must check the Site from time to time and comply with the additions as well.

1. The act of performing the same or similar service to the Service (except when prior written permission has been obtained from the Company)
2. Loading products, goods, etc. on the SmartMat in excess of the weight specified in the SmartMat Cloud Usage Agreement or the product catalogue
3. Intentional or grossly negligent damage or destruction of SmartMat products or obstruction of weight measurement
4. Acts of modifying, refurbishing or reverse engineering the SmartMat
5. Acts of using the SmartMat for transactions or certification as defined in the law on metrology
6. Acts that infringe intellectual property rights (patent rights, copyright, trademark rights, etc.)
7. Acts that offend or may offend public order and morals
8. Other acts that violate or may violate laws, regulations or ordinances
9. Acts of making false declarations or notifications when using the Site, such as registering another person's personal information on the Site.
10. Acts that may obstruct the business of the company.
11. Acts of harassment or provocation towards other users, or acts that could be misunderstood as such (including threatening, commanding, fighting or abusive language)
12. Acts of commercial advertising or publicity, or acts that are suspected of being commercial advertising or publicity. However, this excludes cases where the Company has granted permission.
13. Acts that are in litigation or could lead to litigation in the future
14. Acts of spoofing (e.g. using the name of a person other than oneself). If a user becomes aware that his/her registration information is being misused by another person, the user must immediately inform the Company to that effect.
15. Acts of transferring or selling user login information
16. Acts of interfering with the operation of the Site or the network system
17. Any act of using the services of the Site by means of unauthorized access, operation methods that have not been officially disclosed, or methods other than those stipulated in the SmartMat Cloud Usage Agreement (e.g. using another person's user login information and password)
18. Acts that use or provide or may use or provide harmful programs such as computer viruses
19. Reverse engineering any program (whether object code or source code) relating to the Site
20. Any act that undermines confidence in the Site
21. Acts of collecting or storing personal information of other users
22. Other acts that the Company considers inappropriate for the proper operation of the Service.

Article 10 （Suspension or Cancellation of Use of the Service）

1. If the Company determines, based on reasonable facts, that a User has violated the preceding Article, or that there is a possibility of such a violation, such as in the case of a claim from a third party, or if any of the following items are found to apply, the Company may, at its discretion, suspend or cancel the use of the Service by the User in question, and the User in question shall accept this without objection in advance. The User concerned shall accept this without objection in advance.
   1. 1. Violation of any obligation under these Terms of Use
      2. When the Company deem it necessary for the operation and maintenance of the Service
      3. If a minor uses the Service without the consent of their legal representative.
      4. If a ward, person under curatorship or person under assistance uses the Service without the consent of the guardian, curator or assistant
      5. In the event of death, or in the event of a trial for commencement of guardianship, conservatorship or assistance
      6. If the Company determines that you are an anti-social force, etc., or that you are involved in any interaction or involvement with anti-social forces, etc., such as cooperating or being involved in the maintenance, operation or management of anti-social forces, etc., through the provision of funds or other means
      7. If there is a suspension of payment or insolvency, or a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation or similar proceedings is filed
      8. If a bill or cheque drawn or accepted by it is dishonored
      9. Where a petition for seizure, provisional seizure, provisional disposition, compulsory execution or auction has been filed
      10. If there is serious doubt about the ability to pay fees related to the use of the Service, for example, if the Service is in arrears with respect to taxes and public dues
      11. If the Company determines that there are other reasons similar to the preceding items
2. In the event that the use of the Service is suspended in accordance with the preceding paragraph, the Company shall notify the User that he/she should remove the reasons for violation of the preceding Article within a certain period of time specified by the Company with notice and demand, and the User shall follow such notification within said period and remove the reasons for violation or the possibility of violation of the preceding Article. The User shall follow the notice within the relevant period and eliminate the reasons for the violation or possible violation of the preceding Article.
3. If the Company is unable to determine that the possibility of a breach of the preceding Article has been eliminated within the period in Paragraph 2, the Company may, after notifying the User, cancel the use of the Service by the User concerned, and the User shall not object to such measures taken by the Company, and no obligation to compensate the User for damages, etc. shall arise from the Company, The user shall not claim compensation for damages from the Company. Furthermore, the Company shall not be obliged to refund to the User any fees paid to the Company based on the SmartMat Cloud Usage Agreement that occurred during the period of suspension of the Service.
4. If the Company cancels a User's use of the Service in accordance with the provisions of this Article, unless the said User proves that there is a material error in the Company's decision to suspend or cancel the use of the Service by the said User within one year from the date of such cancellation, by giving notice in the manner prescribed by the Company, The SmartMat Cloud Usage Agreement of the relevant User may be cancelled. However, if Paragraph 5 of this Article applies, that provision shall take precedence over this Paragraph.
5. The Company may immediately terminate the Service Usage Contract without prior notice if the User falls under any of the reasons specified in the preceding Article or Paragraph 1 of this Article, and if the Company determines that the termination will hinder the performance of the Company's business, and the User shall accept this without objection.
6. The Company shall not be liable for any damage incurred by the User or any other third party as a result of the cancellation of the Service Usage Agreement in accordance with this Article and any actions taken in connection therewith.
7. The User shall retain and use the Service Usage Information in the manner set out in Article 12 by the Company even after the cancellation of the SmartMat Cloud Usage Agreement in accordance with this Article, and shall not be liable for any obligations (including, but not limited to, obligations for compensation for damages) to the Company or any other third party after the cancellation of the SmartMat Cloud Usage Agreement. (including, but not limited to, the obligation to compensate for damages). The User agrees in advance and without objection that even after the cancellation of the SmartMat Cloud Usage Agreement, the User shall not be exempted from any obligations (including but not limited to the obligation to compensate for damages) to the Company and other third parties.

Article 11 （Handling of Personal Information and User Registration Information）

1. The Company shall handle personal information, user registration information and other information relating to users appropriately in accordance with the ‘Privacy Policy’, which is separately posted on the Website.
2. The Company may outsource the handling of personal information, user registration information and other information relating to users to subcontractors to the extent necessary for the provision of the Service and associated operations in accordance with the Privacy Policy.
3. The acquisition, management, accumulation and updating of balance information on products and other items through the use of the Service is an act performed by the User himself/herself of his/her own volition through the use of the Service, and the User shall be responsible for all consequences arising from these acts. The Company shall not be liable for any consequences arising from these acts.
4. The User agrees that the Company may acquire the User's access log data, encrypted personal information and other information and use it for the improvement and development of the Service.
5. The user acknowledges that all decisions related to all information obtained by using the Service shall be made under the user's own responsibility and that neither the Company nor the Partners shall be held responsible for any results of transactions, etc. made as a result of such decisions, in addition, in the event of a dispute between the user and a partner or third party in relation to the use of the Service, the user agrees in advance that he/she will not be able to pursue any liability against the Company.

Article 12 （Handling of Service Usage Information）

1. The Company may, at its discretion, acquire and use the Service Usage Information of Users acquired in connection with the provision of the Service for the purpose of marketing, sales and development of the Service and maintenance and servicing of the Service. If the Company processes the personal and company information contained in the user registration information and the Service usage information in an appropriate manner so that specific individuals or companies cannot be identified, the Company may use this information (including analysis using AI) or allow third parties such as partner companies to use it freely. The user agrees to this.
2. Third parties authorized by the Company may carry out the acts described in the preceding paragraph without any notice to the User, and shall not be required to pay any compensation or remuneration to the User for such acts. The user agrees to this without objection in advance and releases third parties authorized by the Company from any and all liability in relation to such acts and shall not exercise moral rights or any other rights.
3. The Company may publish the company name, logo and trademark of the user as a company introduced by the Company, unless otherwise requested by the user. However, the Company shall obtain the prior consent of the User for the publication of detailed examples of use.

Article 13 （Change, Suspension, Discontinuance, Addition, Abolition, etc. of the Service）

1. The Company may change, add to or discontinue all or part of the Services without prior notice to the User.
2. The Company may, at its discretion, discontinue the provision and operation of the Service in whole or in part. If the provision or operation of all or part of the Service is discontinued at the discretion of the Company, the Company shall notify the User of this in a manner that the Company deems appropriate. However, in the event of an emergency, the Company may not notify the user.
3. The Company may temporarily suspend part or all of the Service without prior notice to the User in the event of any of the following events. 
   1. 1. In the event of periodic or emergency maintenance or repair of the hardware, software and telecommunications equipment and facilities for the Service
      2. When the services of the telecommunications carrier are not provided
      3. When the provision of the Service is difficult due to force majeure, such as natural disasters
      4. When the provision of the Service is difficult due to fire, power failure or other unforeseen accidents
      5. When the provision of the Service is difficult due to war, conflict, upheaval, riot, labor dispute, etc.
      6. Any other cases deemed necessary by the Company in accordance with the preceding items
4. The Company shall not be liable to the user of the Service, partners or third parties for damages, restoration or any other liability for damages due to changes, additions, discontinuation, suspension or interruption as stipulated in paragraphs 1 to 3 of this Article and Article 20.

Article 14 （Secretary of Communications）

1. In accordance with the Telecommunications Business Act, the Company shall protect the confidentiality of the User's communications. However, this does not apply to the cases set out in these Terms of Use or when the Company deems it unavoidable due to the necessity of providing the User Service, when the Company has obtained consent from the User, or when weight data is transmitted from the SmartMat weight sensor to the Cloud Server in connection with the use of the Service.
2. If any one of the following items applies, the Company shall not assume the confidentiality obligations of the preceding paragraph within the scope specified in each such item.
   1. 1. In the event of a compulsory disposition or court order under the provisions of the Code of Criminal Procedure or the Act on Interception of Communications for the Purpose of Criminal Investigation
      2. In the event of an administrative disposition based on laws and regulations
      3. When we determine that the requirements for a disclosure request based on Article 4 of the Act on the Limitation of Liability for Damages of Specified Telecommunications Service Providers and the Disclosure of Identification Information of the Senders have been met
      4. When we deem it necessary for the protection of human life, body or property
      5. When we deem it necessary for other reasons

Article 15 （Attribution of Copyrights, etc.）

1. Users may not translate, edit, or modify the Content, or allow a third party to use or publish the Content, without the permission of the Company and the Licensor. Users may not translate, edit, modify, etc., or allow a third party to use or publish the Content without the permission of the Company and Licensors. Users may not reproduce the Content beyond the scope of personal use as stipulated in the Copyright Act.
2. If a user violates the provisions of this Article and a problem arises, the user shall resolve the problem at the user's own expense and responsibility, and shall not cause trouble or damage to the Company.
3. In providing the Service, the Company makes no guarantee of and assumes no responsibility for any intellectual property rights of rights holders outside Japan.
4. Trademarks, logos, service marks, etc. (hereinafter collectively referred to as “Trademarks, etc.”) may appear on the Site. However, the Company does not assign or grant any license to use such trademarks to Users or other third parties under these Terms of Use, and Users shall not apply for trademark registration for any unregistered trademarks on the Site. In addition, Users shall not apply for patent rights, utility model rights, design rights, or trademark rights in connection with inventions or other intellectual property related to the Service, nor shall they apply for registration of copyrights.

Article 16 （Communication and Notification）

1. Inquiries and other communications or notifications from users to the Company concerning the Service, as well as notifications and other communications or notifications from the Company to users concerning changes to these Terms of Use, shall be made in a manner determined by the Company.
2. The Company may send e-mail to the e-mail address registered by the user regarding advertisements, promotions, etc. related to the Service.

Article 17 （Exemption from Liability）

1. In addition to the contents stipulated up to the preceding article, the Company shall be exempt from liability in the cases stipulated in this article.
2. The Company shall not be liable for any loss or damage arising from account information or personal information obtained through the use of this service by the User, regardless of the reason.
3. The Company shall not be liable for any damage caused by the use of our product equipment necessary for use of the Service in a manner other than that specified by the Company, or by any other carelessness on the part of the User in using the equipment.
4. The Company shall not be liable in any way for the User's failure to receive the Service. In this paragraph, “when the provision of the Service is not available” shall include all cases in which a user is unable to receive the Service, regardless of communication line failure or any other reason.
5. The Company does not guarantee that any data or information in the Service will not be erased or altered due to force majeure factors such as viruses. Users shall store such data and information at their own risk.
6. The Company shall not be liable for any property damage, credit damage, or any other damage incurred by the user in connection with the use of the Service for any reason whatsoever.
7. As a general rule, we will not be involved in communications or activities between Users or between Users and Partners. In the unlikely event that a dispute or problem arises between Users or between Users and Partners, we shall not be held responsible for it.
8. In the event that a dispute arises between a third party other than the User and the User, the User who is a party to the dispute shall be responsible for resolving it, and the Company shall not be involved in any way. In addition, if the third party suffers damages, the user shall compensate the third party for such damages, and the Company shall assume no responsibility whatsoever.
9. The Service includes or may include forecasts regarding future events such as residual volume forecasts, etc. However, such statements are forecasts, and the Company does not guarantee the accuracy, reliability, etc. of their contents. The Company shall not be liable for any loss or damage incurred by users based on this information. The Company is under no obligation to update or correct any information on the Site.
10. The Company does not guarantee or bear any responsibility for the completeness, accuracy, certainty, or usefulness of any information or other information obtained by users from the Company through the use of this Service.

Article 18 （Assignment, etc. of Status under these Terms of Use）

1. The User may not, without the prior written consent of the Company, transfer (including comprehensive succession through merger, company split, etc.) all or part of the user's position under the Service agreement or rights and obligations under these Terms of Use to a third party, or use them for security purposes; and The Company may not transfer the business related to the Service to any third party without prior written consent of the Company.
2. In the event that MTI transfers its business related to the Service to another company, MTI may transfer the user's position in the service contract, rights and obligations under the TOS, user registration information, and other customer information to the transferee of such business transfer, and the user shall be deemed to have agreed to such transfer in advance in this paragraph. The User shall be deemed to have agreed in advance to such transfer. The business transfer referred to in this paragraph shall include comprehensive succession through a merger or corporate split, etc., in which the Company becomes an extinct company or a splitting company.

Article 19 （Limitation of Damage）

1. Except in the case of gross negligence or willful misconduct, SBM shall not be liable to compensate for any damages incurred by users or other third parties as a result of the use of this Service.
2. This Article 1 shall not apply to any loss of opportunity, business interruption, or any other damages (including indirect damages and lost profits) incurred by the User or any other third party, even if prior notice of the possibility of such damages has been given to SBM. This Article 1 shall not be liable for any loss of opportunity, business interruption, or any other damages (including indirect damages and lost profits) incurred by users or other third parties, even if we have been notified of the possibility of such damages in advance, except in cases of gross negligence or willful misconduct.
3. In no event shall our liability for damages to you exceed the total amount of the Service Usage Fees that we receive from you for use of the Service. However, if the user has entered into a direct or indirect SmartMat cloud usage agreement with a partner, the liability shall not exceed the total amount of the service usage fees paid by the User to the partner.

Article 20 （Revision of Terms and Conditions）

When deemed necessary by the Company, the Company may change, add, delete, or otherwise modify the Terms of Use by posting such changes, additions, deletions, etc. on the Site without prior notice to or approval of the user, and any such changes, additions, deletions, etc. shall become effective as soon as they are posted on the Site. In addition, if a user continues to use the Service after the time we post a notice, the user is deemed to have indicated that he/she accepts these changes, additions, deletions, etc. without modification.

Article 21（Entire Agreement）

These Terms of Use constitute the entire agreement between the Company and the User with respect to the subject matter contained herein and supersede all prior agreements, representations and understandings, whether oral or written, between the Company and the User with respect to the subject matter contained herein.

Article 22 （Severability）

The TOS, individual provisions, and additional provisions constitute the entire agreement between the Company and the user with respect to matters concerning the Service, and supersede any prior agreements, representations, and understandings, whether oral or written, between the Company and the user with respect to matters contained in the TOS. In the event that the Company and a user enter into an individual contract regarding the use of the Service, the provisions of the TOS shall take precedence unless expressly stipulated otherwise in the individual contract.

Article 23 （Governing Law）

All matters relating to these Terms of Service and the SmartMat Cloud Usage Agreement shall be governed by the laws of Japan, and these Terms of Service and the SmartMat Cloud Usage Agreement shall be construed in accordance with the laws of Japan.

Article 24 （Agreed Jurisdiction）

If a problem arises between a user and the Company in relation to the Service, both parties shall consult in good faith, and if the problem cannot be resolved through consultation, the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance.

Established May 30, 2018
Revised October 17, 2018
Revised November 28, 2018
Revised February 4, 2019
Revised July 16, 2019
Revised May 28, 2024
Revised August 15, 2024
Revised February 28, 2025