Terms of Use

Last modified: December 1th, 2020.

Terms of Service

These Terms of Service (“Terms”) set forth the conditions for using the service, which enables corporates entities and sole proprietors around the world to make payment of business transactions “Tonalino“ (“Service”), provided by Ineeza Inc. (“Company”) and these Terms shall apply to the User and Applicant (hereinafter both terms are defined in Article 2). User is encouraged to read these Terms prior to the use of the Service. User may not use the Service unless they have consented to these Terms.

Article 1 (Applicable Scope)

[1] These Terms set forth the relationship between the Company and User regarding the conditions for the provision and the use of the Service and shall apply to any and all relationship between User and the Company pertaining to the use of the Service (regardless of the type of terminals such as PC, mobiles, etc. and the type of applications or system such as website, apps for smartphones, platform or operating system being used).
[2] If the Company publishes separate terms or additional terms (“Additional Provisions”) for the Service on a screen in the Service or the Company’s Website (hereinafter defined in Article 2 ) or the Company sends Additional Provisions to Users by email etc., such Additional Provisions shall constitute as a part of these Terms. If such Additional Provisions conflicts with these Terms, such Additional Provisions shall prevail.

Article 2 (Definition)

The following terms used herein shall have the meanings set forth below:
(1) “Company’s Website” means a website (https://www.tonalino.com/) used to provide the Service operated by the Company.
(2) “Applicant” means a person who wishes to use the Service.
(3) “User” means a company or an individual who has registered for the Service pursuant to Article 4.
(4) “Intellectual Property Right” means all and any patents right, utility model right, trademark right, design right, copyright, and other intellectual property rights (including the right to apply for obtaining those rights and to register, renew or extend those rights) under any countries, states, regions, and jurisdictions.
(5) “Anti-Social Forces” means an organized crime group, related company of an organized crime group, corporate racketeer, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, crime groups specialized in intellectual crimes, and other organizations conducting antisocial activities and its members.
(6) “Laws and Regulations” means general terms of laws, cabinet orders, notice, rules, order, directive, guideline, and other rules including those applicable in Japan and outside Japan.

Article 3 (Amendment)

[1] The Company may, if it deems necessary to do so, amend these Terms in the following manner:
  (1) If the amendment of these Terms conforms to the general interest of the User.
  (2) If the amendment of these Terms does not run afoul of the purpose of these Terms and is reasonable in light of circumstances concerning amendment such as the necessity of amendment, the appropriateness of the details of the amended conditions.
[2] In the case set forth in the preceding paragraph, the Company shall give User notice of the fact that the Company will amend these Terms, its amended contents, and the effective date of the amendment on the Company’s Website, in Service or by electromagnetic records such as email, no later than two 2 weeks prior to the date when such amendments become effective.
[3] In addition to what is specified in the preceding two paragraphs, the Company may amend these Terms with the consent of Users obtained in a manner specified by the Company.

Article 4 (Registration)

[1] An Applicant may apply for registration on the condition that the Applicant agrees to comply with these Terms and provide the Company with the information requested by the Company (“Registered Information”) in a manner specified by Company.
[2] If Applicant falls under any of the following circumstances detailed hereunder, the Applicant may not apply for the registration, the Applicant, within a reasonable time after the registration process, must immediately notify the Company if the Applicant falls under any of the following circumstances. If the Company determines that the Applicant falls or likely to fall any of the following, the Company may deny the registration without giving prior notice or an ex post facto report to the Applicant. The Company will not disclose the reasons for the rejection of the registration.
  (1) the Applicant does not meet the requirements for registration provided in this Article or prescribed by the Company;
  (2) any or all the Registration Information provided by the Applicant to the Company is found to be false, inaccurate, or omitted;
  (3) the Applicant is or was a member of the Anti-Social Force or has interaction or involvement with an Anti-Social Force;
  (4) the Applicant has breached the contract with the Company and/or violated other agreements with the Company or has been rejected or revoked the registration of the Service or other services of the Company, or the Applicant falls under the category of relevant person hereof; or
  (5) the Applicant engages, or is likely to engage, in conduct that breaches these Terms.
  (6) the Applicant is seeking to be a User with the intent to allow a third party to use the Service.
  (7) in the circumstances that the Company determines that the registration by the Applicant is inappropriate.
[3] The Company shall, at its sole discretion, determines the acceptability of registration of the Applicant. If the Company accepts the registration of the Applicant, the Company shall notify the Applicant. Registration of the Applicant shall be deemed to have been completed upon notice pursuant to this Article by the Company and the Company shall grand Applicant a user ID and password at the same time upon the completion of such registration.
[4] If the Company deems necessary, the Company may request the Applicant to submit certain data, documents, or other items (“Documents”). In such a case, the Applicant shall immediately submit the Documents in a manner specified by the Company. The Company does not require to disclose to the Applicant the result of the review of such Documents.
[5] Upon the completion of the registration by an Applicant, pursuant to the preceding items, a service agreement (“Service Agreement”) shall be deemed to have been concluded between the Applicant and the Company, and the Applicant as a User may use the Service in accordance with the method specified by the Company to the extent of the purpose of these Terms and that the User does not breach any provisions of these Terms.

Article 5 (Obligations of User)

[1] User shall use the Service in accordance with these Terms and the instructions or user manual separately prescribed by the Company.
[2] User shall warrant the accuracy of the Registered Information and any information provided to the Company during the term of the Service Agreement.
[3] User shall promptly notify the Company of any change to the Registered Information in a manner specified by the Company during the term of the Service Agreement without delay.
[4] User shall, at its own responsibility, properly maintain and keep the user ID and the password for the Service and may not allow or cause a third party to use, or lend, transfer, change of the ownership or sell the same to a third party. The User hereby acknowledges and agrees that in the event the Company verifies the combination of user ID and password, the Company will deem that the User who has been registered as the holder of such user ID and password has used the Service.
[5] The Company shall not be responsible for any damages caused by User’s insufficient management, misuse, and the use by a third party of the user ID or the password, and the Company shall not be in any way liable for the damages resulted from the User’s failure to comply with the foregoing.
[6] The User shall immediately notify the Company upon discovery that the User’s password and/or user ID for the Service has been stolen or misappropriated by a third party and shall follow the instructions of the Company to resolve the matter.
[7] User shall provide the Company with information that is deemed to be necessary by the Company for the Service or the maintenance of the Service at any time upon request by the Company.
[8] User shall appoint a contact person responsible for the communication with the Company (“Contact Person”)and shall notify the Company the detail of such Contact Person, and when User changes the Contact Person, it shall immediately notify the Company of information of the changed Contact Person.

Article 6 (Scope of Service)

[1] In this Service, the Company shall only accept, on behalf of the User, the monetary value of the business transaction cost (“Cost”) made by a third party (“Trading Partner”) for the payment of a business transaction between the User and such Trading Partner (“Transaction”), and deposit the received Cost to the User. The Company will not be engaging in exchange transactions as defined in Section 2. 2 (ii) of the Japanese Banking Act or carries out a funds transfer service as defined under Section 2.2 of the Japanese Payment Services Act.
[2] User may use the Service to receive the payment of the Cost of the Transaction.
[3] User shall determine the necessary contractual terms, order placement, and performs the acceptance validation for the Transaction on its own means and not within the Service.
[4] Any payment of the Cost using the Service may violate the laws and regulations in some countries or regions where the User receives the payment of the Cost. However, by using the Service the Company does not warrant and bear no responsibility whatsoever for the compliance with the laws and regulations other than the Japanese laws and regulations.

Article 7 (Representations and Warranties)

In using the Service, User represents and warrants the followings:
(1) The existence of the Transaction
(2) As a condition for the Transaction, User has agreed with the Trading Partner that the Trading Partner’s obligation of payment for the Transaction will extinguish upon the payment of the Cost to the Company.
(3) User shall not use the Service to commit any illegal or criminal acts.
(4) The Payment of the Cost using the Service does not violate the laws and regulations of countries or regions where User receives the payment of the Cost.
(5) The use of Service does not fall under Article 12 hereof.
(6) User ensures that the Trading Partner has agreed to comply with the provisions of these Terms.

Article 8 (Request for Payment of the Cost)

[1] User will create an invoice in accordance with the manner prescribed by the Company, which is to be used in the Service.
[2] When the Company approves the invoice, the User shall use the approved invoice to be issued to the Trading Partner for the payment of the Transaction in a manner specified by the Company.
[3] In using the Service, the Company may request the User to submit evidence in proving the existence of the Transaction and the Cost. If the User fails to submit the evidence, the User may no longer be able to use the Service.
[4] Upon the Company approved the invoice created by the User, an individual transaction agreement between the User and the Company is deemed to be concluded (“Transaction Agreement”). User shall grant the Company with the authority to receive the payment of the Cost based on the Transaction Agreement, and the Company will receive the payment of the Cost from the Trading Partner on behalf of the User under such authority.
[5] Upon receiving the invoice, the Trading Partner shall pay the Cost to the Company in a manner specified by the Company, the settlement of the Transaction will be completed at this point.
[6] If the Trading Partner does not make a payment in accordance with the invoice, the Company will not compensate the User for any damage that the User may incur and/or make any request to the Trading Partner for the payment of the invoice.

Article 9 (Deposit of Cost)

[1] User shall designate a bank account (“Bank Account”) or a crypto wallet (“Wallet”) (Wallet and Bank Account, together will be referred to as “Account”) (Defined in Article 2.5 of Payment Services Act). The User can determine in what form does it wants to receive the payment of the Cost made by a Trading Partner in the following manner :
(1) If User wants to receive the Cost in the form of fiat money, the User may determine which currencies it wishes for the Cost to be deposited by the Company. The User will receive the Cost through the designated Bank Account in the chosen currency.
(2) If User wants to receive in the form of crypto asset, as defined in Section 2.5 of the Japanese Payment Services Act, the User may choose the type of the crypto asset listed by the Company in the Service. The User will receive the Cost through the designated Wallet in the chosen crypto asset.
[2] When the Trading Partner made payment for the Cost to the Company as per Paragraph 5 of Article 8, the Company shall immediately deposit the payment for the Cost into the User’s Account, for which the Company determined that such Account is appropriate for such deposition, in accordance to the following manner:
(1) Deposit into Bank Account
The Company shall deduct from the Cost, (i) the fee specified in Paragraph 1 Article 11, and (ii) any fee imposed by a financial institution, and the Company shall deposit the balance into the User’s Bank Account. If other currencies than the Japanese yen is being made for the payment, the amount payable shall be calculated at the exchange rate as specified separately by the Company, and a fraction less than the minimum unit of the specified currency shall be rounded down.
(2) Deposit into Wallet.
The Company shall deduct from the Cost, (i) the fee specified by Paragraph1, Article 11, and (ii) any fee incurred related to the transferring of crypto asset, and Company shall deposit the balance into the User’s Wallet. Exchange of crypto asset shall be calculated at the standard rate as specified separately by the Company, and a unit less than the minimum unit of such crypto asset shall be rounded down.
[3] User may not designate the Account other than the Account that is under the User’s own name. If the Company has any doubts or concerns about the appropriateness of the Account, the Company may withhold the deposition of the Cost to the User, and the Company shall assume no liability for any damage that User may incur as a result of such withholding.

Article 10 (Default of Transaction)

[1] Any default concerning the Transaction, defect which is detected on the deliverable of the Transaction, or any other legal issues arise between the User and Trading Partner shall be resolved by and between the Trading Partner and the User.
[2] The Company shall not, among others, be a party to, an agent, a representative, or an intermediator for the Transaction and the Company shall not in any circumstances be liable for its formation, validity, or performance.

Article 11 (Fee)

[1] In using the Service, User shall pay the Company a fee prescribed by the Company (“Fee”) for each Transaction Agreement. Such Fee shall be paid by deducting from the Cost before the deposition of the balance is made into User’s Account by the Company.
[2] The User may arrange that the Trading Partner bears the Fee, in such a case, the User and the Trading Partner, in their own means and not within the Service, shall have to agree to such arrangement. For this arrangement, when the User issue an invoice to the Trading Partner, such invoice shall include an added amount for the Fee. If the Trading Partner fails to pay the added amount for the Fee, the User shall bear the Fee on behalf of the Trading Partner.
[3] User may cancel a Transaction Agreement without incurring any cancellation fee, provided that the Trading Partner has yet to make payment of the Cost to the Company. If the User cancels the Transaction Agreement after the Trading Partner has completed the payment of the Cost to the Company, User shall pay the Company a cancellation fee as specified by the Company.
[4] User may not cancel the Transaction Agreement when the deposition of the Cost has been made into User’s Account by the Company.

Article 12 (Prohibited Acts) In using the Service, the User shall not engage in any of the acts set forth below:
(1) any act that breach these Terms;
(2) any act that violates Laws and Regulations or relates to criminal activities;
(3) fraud or intimidation to the Company or third party;
(4) any act that violates public order and morality;
(5) any act that is related to Anti-Social Forces and offering a profit to Anti-Social Forces.
(6) any act that is infringing any Intellectual Property Right, publicity right, privacy, personal honor right, or any other rights or interests of the Company or any third party.
(7) any act to defame the Company or a third party.
(8) any act that heavily load the Company’s network or system;
(9) any act of unauthorized accessing or attempting to access the Company’s network or system;
(10) any act of spoofing, illicit display of relationships between a person itself and others or organization, concealing or attempt to conceal one’s identity;
(11) any act of using user ID and password of other Users or causing others to use user ID and password of others;
(12) any act that gives disadvantage or damage to the Company or a third party;
(13) any act of copying, selling, publishing or using information acquired through the Service, unless otherwise expressly stipulated in these Terms or acknowledged by the Company separately,
(14) any act of interfering the operation of the Service or defaming or likely to defaming the credibility of the Company;
(15) any act that is or is likely to be proved useful for competitors of the Company;
(16) any act of copying, distributing or disclosing a part of Service;
(17) any act of modifying, deleting, recompiling, reassembling, or reverse engineering of programs related to the Service or Company’s Website or Any act of determining the architecture of Company’s Website by monitoring network or using detective software;
(18) any act that causes inconsistency and/or interferes with or impairs the safety of systems of the Service, or attempts to send signals to servers operating the Service or decode signals from such server;
(19) any act of uploading invalid date, virus, worm or other software agents through the Service;
(20) any act of collecting or acquiring information that can identify individuals (including user ID) through the Service;
(21) unless otherwise expressively stipulated in these Terms or acknowledged by the Company separately, any act that intends for using Service for commercial purpose or providing benefits to a third party;
(22) any act that cause or ease, directly or indirectly, acts that fall under any of the proceeding items; or
(23) any other acts as deemed inappropriate by the Company.

Article 13 (Change, Termination, and Suspension of the Service)

[1] The Company may, at its sole discretion, change the contents of the Service or cease the Service. In the case where the Company ceases the Service, the Company shall notify thereof to User in advance.
[2] If any of the items in the following occur, the Company may temporarily terminate or suspend all or a part of Service without giving prior notice to User:
(1) an emergency or periodical check, or maintenance of computer systems for the Service;
(2) provision of the Service is rendered difficult due to failure, operation mistake, access concentration, hacking, or other unexpected error in computer or communication lines.
(3) any security problems of the Service;
(4) operation of the Service is rendered difficult due to the act of God such as earthquake, lightning strike, fire, storm and flood damage, blackout, or natural disasters, etc.
(5) proper operation of the Service becomes difficult; or
(6) the Company judged rationally that it is necessary to terminate or suspend the Service.
[3] The Company shall not be liable for any damages incurred by the User caused by any actions taken by the Company under this Article.

Article 14 (Termination)

[1] User may terminate the Service Agreement by giving notice to the Company in a manner specified by the Company. In such a case, the User is no longer allowed to use the Service from the termination date of the Service Agreement as determined by the Company (“Termination Date”). However, the Service Agreement shall continue to be valid until the performance of any Transaction Agreement, that was entered into before the Termination Date (“Last Transaction”), has been fully completed. As such, the Service Agreement will be terminated at the completion of the Last Transaction.
[2] The Company will not refund any Fee received by the Company upon termination of the Service Agreement by the User.
[3] If the User has any liability to the Company upon the termination of the Service Agreement, all and any of its liabilities to the Company shall become automatically due and the User shall immediately fulfill such liabilities.
[4] If the User terminates the Service Agreement by mistake and/or forfeit one’s right to use the Service, the User may no longer be able to use the user ID, and other information accumulated in the Service for any reason whatsoever.

Article 15 (Restriction)

[1] If User falls under any of the following items, the Company may temporarily limit User from using the Service or terminate the Service Agreement without giving prior notice or making a demand to User.
(1) if User breach any of the terms and/or warranties herein (However, the proviso in Article 541 of Civil Code shall not apply);
(2) if User falls under any of the items prescribed in Article 4(2);
(3) if User becomes insolvent or a petition for proceeding of bankruptcy, civil rehabilitation or any other similar proceedings is filed;
(4) if commencement of liquidation or dissolution is resolved or determined;
(5) if User does not respond to the Company’s inquiry and/or any other messages from the Company asking for its response for not less than seven (7) days; or
(6) if User is deemed inappropriate as a User by the Company.
[2] If User falls under any of the items of the preceding paragraph, all and any liabilities owned to the Company shall become automatically due and the User shall immediately fulfill such liabilities.
[3] The Company shall not be liable for any damages incurred by User caused by any actions taken by the Company under this Article.

Article 16 (Intellectual Property Right)

Intellectual Property Right in relation to the Service shall belong to the Company or the person who grants the license to the Company, and the execution of the Service Agreement between the Company and User, and the license granted to the User for use the Service shall not be construed that the Company or such person that grants the license of the Intellectual Property Rights to the Company transfer the Intellectual Property Rights to the User.

Article 17 (Disclaimer and Compensation)

[1] The Company will provide the Service on an as is basis, and the Company makes no warranties, express or implied, as to the fitness to the User’s particular purpose, accuracy, validity, credibility, and fitness for the purposes that the User is expecting, and that its compliance with the Laws and Regulations.
[2] The Company shall not be obliged to retain the Registered Information and any information on the User.
[3] The Company assumes no responsibility for the management of User’s information, and personal information managed by a third party of an external services provider linked with the Service.
[4] In no case shall the Company be held liable for any damages, loss and infringement of rights caused by hacking, alteration, and other illegal access of the Service or account of Users as stipulated herein.
[5] User shall, at its own expense and responsibility, correspond and resolve any transactions, communications, and disputes with other Users or a third party in relation to the use of the Service, and the Company shall not be in any way liable for corresponding and resolving such transactions, communications and disputes.
[6] In no event shall the aggregated liability of the Company for the damages incurred by User in relation to the Service and/or these Terms, whether in contract, tort, or otherwise, except when there was intent or gross negligence of the Company, exceed the total amount of fee received by the Company from the User under these Terms for a period of three (3) months before the occurrence of such damage and the Company shall not be held liable for any special, incidental, indirect, future damage and loss of profits.
[7] User shall pay compensation for any loss, expense, damages, and liabilities (including reasonable attorney’s fee and the court costs) bore by the Company or its relative person in connection with User’s breach of these Terms.
[8] If User fails to pay any debt owing to the Company by the due date as specified by the Company, the User shall pay the Company a late charge in addition to the accrued amount payable. In such a case, the late charge shall be calculated from the day after the due date and also be calculated at a rate of 14.6% per annum on pro rate basis.

Article 18 (Privacy)

The Company shall treat personal information of User in accordance with Company’s Privacy Policy (https://www.tonalino.com/) User consents that the Company will treat such personal information in accordance with such Privacy Policy.

Article 19 (Contact Information)

As a general rule, the Company will contact and/or give notice of the Service to User at the screen used in the Service or send them to the email address provided by User to the Company.

Article 20 (Confidentiality)

[1] User acknowledges and agrees that User will treat any information disclosed by User to the Company that the Company has been notified User that such information shall be treated confidential, except with prior written consent of the Company.
[2] User shall return or dispose of the confidential information in the preceding paragraph, documents, or other storage media on which such information is entered or recorded, and all copies thereof without delay at any time upon request from the Company in accordance with instructions to be provided by the Company.

Article 21 (Assignment)

[1] User may not assign, transfer, pledge as security or dispose of any contractual status hereof and title, obligation hereunder without the written approval of Company.
[2] The User hereby agrees that in the event the Company transfers its business relating to the Service, the Company shall be able to also transfer its title, rights and obligations hereunder, Registered Information, User Contents, and other information to the transferee. The same shall apply for the cases of general successions including mergers and company split where the Company is being absorbed or split.

Article 22 (Severability)

In the event that any provision or part thereof is found invalid or unenforceable under any applicable Laws and Regulations, the remainder or a part of these Terms shall remain in full force and effect, and the Company and User shall endeavor to make such invalid or unenforceable provision or part legitimate and to amend it to the extent necessary to enforce it so as to ensure intent or legal and economic effect to such invalid or unenforceable provisions or parts.

Article 23 (Governing Law and Jurisdiction)

[1] These Terms and the use of Service shall be governed by and construed in accordance with the laws of Japan.
[2] Any dispute arising out of or in connection with these Terms and the use of the Service shall be submitted to the exclusive jurisdiction of the Tokyo District Court of the first instance.

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