Basic Terms and Conditions of the ARGOS-AIP Services

 

Article1(Scope of Application and Purpose of Use) 

  1. The Basic Terms and Conditions for the use of the ARGOS (the “Terms and Conditions”) set forth between Asian Bridge Partners Inc.(“ABP”) and the user of ARGOS (the “User”) in connection with the usage of the automotive parts search services called “ARGOS-AIP Services” available on the website located on the internet (the “Website”) provided by ABP (the “Services”), provide the usage, fees and the other contents of the Services.
  2. The Terms and Conditions shall apply to any actions by the User in the course of using the Services. The User is entitled to use the Services upon agreement on the Terms and Conditions.
  3. All agreements and notices to the User posted by ABP on the Website and in the Services constitute the parts of the Terms and Conditions.
  4. The main purpose of the Services is to allow the User to identify the automotive parts needed for the vehicles or to obtain the information of the vehicle required to identify the parts. If the User deviates from the conventional uses for the purpose or goes beyond the scope of normal use, ABP shall reserve the right to restrict or block the User to access to the Services.
  5. The Services is limited to the use within the domestic market where the User is located, and the use of the Service outside of the User's location is prohibited. However, unless otherwise agreed between the User and ABP, the User may use the Service even outside of the country where the User is located.

Article 2 (Scope of the Services)

  1. On the Website, ABP shall provide the Users with information that includes vehicle identification numbers issued by the automotive manufacturers or auto-parts manufacturers to search autoparts in the Services, as well as the information of the vehicles such as vehicle models, vehicle parts information such as parts numbers and other data (collectively, “the Services Data").
  2. In case of any deficiencies found in the Services Data set forth in the preceding paragraph, ABP shall correct the deficiencies promptly and publish the corrected data on the database designated by ABP.
  3. ABP will not either supply actual autoparts or receive any inquiry from the User regarding autoparts transactions.

Article 3 (Effect of Contract and Term) 

  1. The contract of the use of the Services (the “Services Contract”) shall be formed upon the submission of the Services application by the user who intends to use the Services (the "Prospective User”) using the button designated on the Website, followed by ABP’s  issuance of the user’s identification number (the “User ID") and password required to use the Services. By clicking the button on the Website to submit the registration of the Service, the Prospective User shall be deemed to have agreed to the Terms and Conditions.
  2. Upon the formation of the Services Contract pursuant to the preceding paragraph, the Prospective User shall become a user of the Services and shall be under the obligations of the Terms and Conditions as the User.
  3. The period of the Terms and Conditions shall be effective from the date that each Services Contract is formed and remains in effect by the end of the following month that includes the free Service period by the end of the month.
  4. The Services Contact shall be automatically renewed and the same apply thereafter unless the User provides special notice to ABP prior to the expire date of the Services Contract pursuant to the preceding paragraph.

Article 4 (Methods for Providing the Services) 

  1. Upon the formation of the Services Contract under the paragraph 1 of the Article 3, the Prospective User is entitled to receive the provision of the Services as a User.
  2. ABP shall issue the User ID and password electronically to the Prospective User after the submission of the Services registration by the Prospective Users.
  3. The User ID and password issued by ABP shall be appropriately managed and used at the User's own responsibilities. ABP shall not be liable or responsible in any ways for any misuses or the illegal uses by the third parties.
  4. If the User IDs or passwords are stolen by the third parties, the Users shall promptly notify ABP to that effect. 
  5. The User may change the passwords issued by ABP at his or her own responsibilities.
  6. The Prospective Users shall ensure that the information provided for the registration of the Services is true and complete. If there is any change to the information of the registered companies including the basic information of the companies, the payment for the Services, and the user information, the User shall be responsible to report that changes and correct the information promptly from the administration menu on the Website.

Article 5 (Services Fees and Payments) 

  1. The Services fees shall be provided as shown in the Appendix.
  2. The User shall pay ABP the Services fees prescribed in the preceding paragraph based on the usage status of the Services.
  3. In the event that ABP makes any changes to the Services fees prescribed in the preceding paragraphs, ABP shall notify the Users to that effect by the methods designated by ABP.
  4. The continued uses of the Services which follow the notices of any changes to the Services fees shall indicate that the User accepts those changes and the Users shall pay ABP the revised Service fees to ABP after these changes are made.
  5. Payments for the Services fees shall be made either by a credit card or the bank account withdrawal. The Users shall have the responsibilities to ensure that the balances of the credit cards are adequate and to keep all of its credit cards data updated and accurate. If the payment booking is failed, ABP may charge the Users for any fees incurred resulting from the failure, and the Users thereby accept to that effect.
  6. The Users shall bear the bank remittance fees when the Service fees are paid by the bank account transfers.
  7. The User shall bear any costs incurredin connection with purchasing the equipment (including the software) or arising from connecting the Internet required for the use of the Services.

Article 6 (Suspension and Termination of the Services) 

  1. ABP may, without prior notices to or the consents from the Users, suspend all or parts of the Services for a certain period of time or terminate the Services in cases of difficulties or infeasibilities to provide the Services due to the reasons such as the maintenance works, any uncontrollable or unforeseen events including damages from the viruses which standard virus defenses cannot protect against, the power outage, as well as the fires and the natural disasters.
  2. If any of the events stated in the paragraph 1 occur and ABP cannot resume the Services due to the difficulties of repairing or restoring the Services, for the operational, technical, or the other reasons, ABP may terminate the Services. In such cases, ABP shall inform the Users at least three (3) months before the date of the termination that the Services are to be terminated.
  3. ABP assumes no liabilities nor responsibilities for any damages to the Users occurred by the events pursuant to the preceding paragraphs of this article, and the Services fees will not be reduced or refunded; provided, however, that if the Services contract constitutes a consumer contract under the Consumer Contract Act of Japan and the reasons pursuant to the paragraph 1 are attributable to the willful misconducts or gross negligence of ABP. In such cases, the upper limit of the damage compensation assumed by ABP to the User shall be the amount of the Services fees which ABP has received from the User in the month such damage has occurred.

Article 7 (Prohibited Acts) 

  1. Unless otherwise approved by ABP, the Users shall not engage in any of the following acts in the course of using the Services:
    • to use the Services for illegal purposes;
    • to disrupt the operations of the Website providing the Services or the use of the Services by other ARGOS users;
    • to assign any rights or obligations under the Services Contract to the third parties;
    • to use the Services beyond the normal use, such as resale of the Services data or conversion of the use to the others;
    • to falsify information available through the Services;
    • to send or write malicious computer programs;
    • to infringe or imply infringement of the copyrights or other intellectual property rights of ABP or the third parties;
    • to use machine-searching and information-collecting technologies (such as the web crawlers or the web spiders) in order to extract certain information from the Services;
    • to slander, defame, disgrace ABP or any other third parties; 
    • to infringe or imply the infringement of the property and/or privacy of ABP or any other third parties;
    • to disclose the User IDs and passwords to the third parties;
    • to use the Services outside of Japan; or
    • to violate or imply the violation of other applicable laws or ordinances of Japan.
  1. If the User caused damages to ABP or any other third parties arising from any acts set forth, the User shall indemnify ABP or the third party for the damages.

Article 8 (Suspension of the Use of the Services and Cancellation of the Services Contract) 

  1. ABP may suspend the use of the Services or cancel the Services Contract (the “Suspensions of the Use”) if the User conducts any acts set forth in the paragraph 1 of the Article 7 or engages in any of the following:
    • to make false statements at the time of the application for the use of the Services; 
    • to misuse or allow the third parties to use the User IDs or passwords;
    • to disrupt the provision of the Services;
    • to delay the payment of any fees; or
    • to conduct any other acts that ABP determines to be in violation of or significantly contrary to the purposes of the Terms and Conditions.
  1. Even if ABP imposed the Suspensions of the Use of the Services under the preceding paragraph, the User shall pay the Services fees until the month the Suspensions of Use was imposed.
  2. The Services fees set forth in the preceding paragraph will never be reduced or refunded.

Article 9 (Cancellation) 

  1. The User may cancel the Services Contract in accordance with the Terms and Conditions by submitting a cancellation application by the predetermined button on the Website, by entering the required information on the cancellation request form designated in the Services.
  2. The cancellation request submitted by the end of each month pursuant to the preceding paragraph shall be accepted as of the end of the month, and thereafter the request submitted by the end of the following month shall be accepted by the end of the following month.
  3. Despite of the request to cancel the monthly-fixed rate Services in the middle of the month, the User shall not demand a refund the Service fees for the remaining period by the end of the month. 

Article 10 (Amendment to the Terms and Conditions) 

  1. In the following cases, ABP is entitled to change the Services Contract. The new Services Contract shall be in accordance with the changed Terms and Conditions.
    • Any changes occurred by the revisions of laws or ordinances of Japan;
    • Any changes are necessary due to the specification changes of the Services; or
    • In cases that the APB considers that the changes are reasonably necessary to provide the Services.
  2. In cases that ABP makes any changes to the Terms and Conditions due to the proceeding paragraph, ABP shall post the following statements on the Website or notify to that effect prior to the amendment at least one (1) month before the effective date by an appropriate method.
    • There is a change of the Terms and Conditions;
    • Revised provisions of the Terms and Conditions; and
    • The effective date.
  3. In the event that the User has an objection to the statements posted pursuant to the preceding paragraph, the User shall notify ABP to that effect in writing prior to the effective date. In cases where there is no objection notified in writing by the User to ABP as of the effective date, the User shall be deemed to have agreed to the revised Terms and Conditions. 

Article 11 (Copyrights)

  1. The ownerships, intellectual property rights, and any other rights pertaining to the works and the contents including the data, advertisements, articles, photographs, illustrations, and the logos (the “Works”) are attributed to ABP or its third parties who provided ABP the Works at all times.
  2. Unless otherwise permitted by the Copyright Law of Japan and other applicable laws, the Users shall not use, reproduce, or otherwise reprint all or any parts of the Works of ABP without prior permission of ABP or its third parties who provided the Works to ABP.

Article 12 (Non-Assignment of Rights and Obligations)

The Users may not transfer, assign, nor encumber any of its contractual status, rights or obligations in connection with the Services such as claims against ABP to the third parties without a prior written consent of ABP.  

Article 13 (Antisocial Forces)

  1. Each party is committed to the followings:
    • Each party is not an organized crime group, a corporate involved in gangster associations, a corporate racketeer, any other person equivalent thereto nor any other similar members thereto (collectively, the “Antisocial Forces”);
    • Its officers (including directors, operating officers, executives, auditors, or any other person equivalent thereto) are not the Antisocial Forces;
    • Each party does not allow the Antisocial Forces to use its name to enter into the Services Contract; and
    • Each party is prohibited from any of the following acts by engaging its party or the third parties in connection with the Services Contract; 
      • any behaviors to another party in violent or threatening manners; or
      • obstructions of the business or damages to the credit of another party by the use of fraudulent means or force.
  1. If either party falls under any of the followings, the Services Contract may be terminated without any prior notifications to another party;
    • If there has been any representations contrary to the commitments under the item i) or ii) of the preceding paragraph of this article;
    • If the Services Contract was executed contrary to the commitments under the item iii) of the preceding paragraph of this article; or
    • If there has been any practices contrary to the commitments under the item iv) of the preceding paragraph of this article.
  2. In case of the termination of the Services Contract in accordance with the paragraph 1 of this article, the terminated party shall compensate the terminating party for all damages incurred by the termination of the Service Contract.
  3. In case of the termination of the Services Contract in accordance with the paragraph 2 of this article, the terminated party shall not make any claims against the terminating party for any damages caused by the termination of the Service Contract. 

Article 14 (Handling of Personal Information and Agreement on Provision of Personal Information to Third Parties) 

  1. ABP shall properly handle the information provided by the Users (including the names and the addresses) on the service application forms in connection with providing the Services pursuant to the paragraph 1 of the Article 4, as well as the credit card numbers set forth in the paragraph 4 of the Article 5 (collectively, the “Personal Information”) in accordance with its privacy policy.
  2. In accordance with its privacy policy, ABP is entitled to usethe User’s information includes the Personal Information under the preceding paragraph, communication histories in the form of electromagnetic records and the User IDs generated in the course of the Services, free of charge for the purposes of providing support such as steady-state operation of the Services, announcement of the service lineups and quality enhancement, marketing research, statistics analyses, design and development for the plans and the proposals relating to the new products and the services, as well as advice, consultation, and provision of the technical information for the other customers. Upon the formation of the Services Contract, the Users shall accept that effect.
  3. In connection with the handling of the Personal Information acquired in the course of performing the Services hereunder, ABP shall provide the Personal Information to Asian Bridge Partners Inc. (https://www.abp2020.co.jp/)for the purposes set forth in the paragraph 2 of this article and the Users shall accept in advance to such provision of the Personal Information.

Article 15 (Disclaimer) 

  1. ABP makes no warranties as to the completeness and the accuracies of the Services data and any information acquired in the course of using the Services. In the event that ABP breaches the Terms and Conditions, and thereby any damage is caused to the Users as the result of using the Services, ABP shall not be liable nor responsible in any manner to the Users except in case of willful misconduct or gross negligence by ABP.
  2. ABP assumes no liabilities or responsibilities for any losses of the earnings by the Users as a result of the use, suspension, or termination of the Services and/or due to any damages including the compensation by the Users to the third parties, except in the cases where the Services Contract constitutes a consumer contract under the Consumer Contract Act of Japan and the use, suspension, or termination of the Services become the violation of the Terms and Conditions and unless such losses or damages are due to intentional or gross negligence by ABP.
  3. Although ABP shall exercise utmost caution to the representations of the Services data, ABP shall not be liable for any misdescriptions or omissions (including but not limited to all representations on the Website) occurred in the course of data processing or for other reasons. However, this shall not apply in the event of any damages caused in cases falling under any of the events prescribed in the preceding paragraphs.
  4. Pursuant to the Article 15.1 and 15.3, the upper limit of the damage compensation assumed by ABP to the User shall be the amount of the Services fees which ABP receives from the User in the month such damages occurred.

Article 16 (Survival)

Article 11, 12, 14, 15, 18, and 19 shall survive after the termination of the Terms and Conditions.

 

Article 17 (Consultation)

Any matters not stipulated herein or any questions arising out of or in connection with the Terms and Conditions, shall be settled amicably upon consultation in good faith between both parties.

 

Article 18 (Jurisdiction)

Any dispute arising between the parties in connection with the Terms and Conditions shall be subject to the exclusive jurisdiction of the Tokyo District Court or Summary Court in the first instance.

 

Article 19 (Governing Law) 

The formation and the validity of the Terms and Conditions shall be governed and construed by the laws of Japan.

 

(Supplementary Provision) 

The Terms and Conditions shall apply from [03] [31], 2021.