License Agreement

Part I: General Provisions

1. Purpose of Terms of Service

Questetra Inc. (hereinafter referred to as the „Questetra“) hereby provides for this Questetra BPM Suite Terms of Service (hereinafter referred to as the „TOS“) composed of the following provisions and provides you with the Service as defined in Article 2 hereof in accordance with this TOS.

2. Definitions

In this TOS, the following terms have the following meanings, except where the context otherwise requires:

1. „Service“ means Questetra BPM Suite service by which Questetra provides you with the Functions as defined in (5) below.
2. „System“ means Questetra BPM Suite software, server equipment and network equipment arranged by Questetra so that you can use the Service.
3. „Service Website“ means websites on the Internet notified to you by Questetra (hereinafter referred to as the „Notified Website“), websites designated on the Notified Website, websites you will be automatically directed to from the Notified Website or any other websites you can easily look at from the Notified Websites.
4. „Official Sales Website“ means the website managed by Questetra in order to sell the Service.
   URL of the Official Sales Website: https://questetra.com/
5. „Functions“ means functions of the „Questetra BPM Suite“ service described on the Official Sales Website.

3. Scope of Application of TOS

3-1. This TOS constitutes all the agreements between you and Questetra, and supersedes any and all negotiations, discussions and agreements whether in writing, oral, prior or contemporaneous.

3-2. This TOS includes rules related to the use of the Service which are notified to you or posted on the Official Sales Website or the Service Website under Article 9 hereof as needed in manners as separately set forth herein for the purpose of smooth operation of the Service.

Part II: Content and Fees of the Service

4. Content of the Service

During the term of the Service as separately agreed on between you and Questetra (hereinafter referred to as the „Service Term“), Questetra grants you a non-assignable, non-exclusive right to use the System for the purpose and without breaching the TOS on condition that you paid the Service Fees as set forth in Article 7.

5. Acts that the Service Does Not Apply To

5-1. The Service does not apply to the following acts. If you perform any of the following acts, it should be performed at your own discretion and on your own responsibility:

1. Maintenance and management of computer terminals, communication devises, communication channels and other network equipment other than the System necessary for the use of the Service, and maintenance and management of contents.
2. Restoration from discontinuance or failure of the Service due to the following reasons:
   1. unavailability of the Service due to the devices or equipment described in the preceding item (1);
   2. discontinuance or failure of the Service due to your inappropriate use or other causes attributable to you;
   3. discontinuance or failure of the Service due to willful or negligent acts of a third party;
   4. discontinuance or failure of the Service due to blackout, fire, earthquake, labor disputes or other causes that are difficult to be ascribed to neither of you and Questetra.
3. In addition to the preceding items (1) and (2), any act that is not expressly specified in the TOS as the act to be done by Questetra.

5-2. If you want Questetra to provide you with services regarding the acts as set forth in the preceding paragraph 1 which the Service does not apply to, the terms and conditions for such provision of services will be discussed between you and Questetra, and the acts will be performed subject to the written agreement between you and Questetra.

5-3. If Questetra needs to perform the following acts due to the acts that the Service does not apply to or at your request, the costs for such performance will be borne by you:

1. to change the scope and functions of the Service; and
2. to change the contents of maintenance and management regarding the System.

6. Application for the Service

6-1. You may apply for the Service by filling out and submitting the application form prescribed by Questetra or in other manners designated by Questetra.

6-2. A service agreement between you and Questetra („Agreement“) is concluded under the provisions of the TOS when Questetra approve the application as described in the preceding paragraph. Questetra may not approve your application in case of the following, without limitation:

1. the application does not follow the application procedures prescribed by Questetra;
2. the application causes or may cause business or technical problems against the provision of the Service; or
3. the application is deemed inappropriate by Questetra.

7. Fee for the Service

Fee for the Service during the Service Term („Service Fees“) is the amount as set forth in the Official Sales Website at the time of the commencement of the Agreement.

8. Billing and Payment of Service Fees

8-1. The Service Fees will be paid by you in advance with your credit card. Other payment methods are available upon approval of Questetra. If you apply for the Service through a person or entity designated by Questetra and such person or entity collects the Service Fees, please follow the payment methods prescribed by such person or entity.

8-2. If any special fees are charged to you in accordance with Articles 5-2 or 5-3, Questetra will charge you the fees in the manner designated by Questetra.

8-3. You must pay the fees by the payment method designated by Questetra within 45 days of the issuance of the invoice as set forth in the preceding paragraphs 1 and 2; if the due date does not fall under a business day of Questetra, the payment should be made on or before the following business day. The costs for such payment will be borne by you. If incorrect fees are charged to you by Questetra, the period from the day you send back the incorrect invoice to Questetra and to the day you receive the correct invoice is excluded from the payment period.

8-4. If you fail to pay the billed amount within the payment period as set forth in the preceding paragraph 3, a delayed interest shall accrue at the rate of 14.5% per annum from the day following the due date until the day of payment in full.

8-5. The Service Fees are not prorated on a per diem basis even in the month when the Service Term commences or expires.

9. Change to the Service

Questetra has the right to any time change the provisions of this TOS, and the contents of the Service and the System. Revisions to the provisions of this TOS will be notified by Questetra posting the revised TOS on the Official Sales Website or the Service Website. You shall assume the responsibility to confirm revisions to the TOS on a regular basis. Your ongoing use of the Service after the changes to the TOS, the Service or the System is deemed your agreement to the changes.

Part III: Questetra’s Responsibility

10. Disclaimer of Warranty

10-1. THE SERVICE AND THE SYSTEM IS PROVIDED ON AN „AS IS“ BASIS, WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAWS AND ORDINANCES, QUESTETRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSLY OR IMPLIED. YOU TAKE ALL THE RISK OF CHOOSING THE SERVICE FOR ANY PARTICULAR PURPOSE, AND OF QUALITY AND PERFORMANCE OF THE SERVICE.

IN SOME JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON THE RIGHTS UNDER APPLICABLE CONSUMER LAWS, SOME OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

10-2. QUESTETRA AND ANY PERSON OR ENTITY DESIGNATED BY QUESTETRA SHALL NOT MAKE ANY WARRANTIES OR BE LIABLE TO YOU OR ANY OTHERS FOR ANY RESULT THAT IS ATTRIBUTABLE TO OR ARISING FROM YOUR USE OR INABILITY TO USE OF THE SERVICE, WHETHER DUE TO FAILURE OR MALFUNCTION OF THE SYSTEM OR ANY REASON WHATSOEVER AND WHENEVER ARISING.

10-3. Questetra may entrust whole or part of work related to the Service to any third party at discretion of Questetra.

10b. Service Level Agreement

10b-1. Questetra will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.9%. Monthly Uptime Percentage is calculated by subtracting from 100% the percentage during the month was in the state of Downtime.

10b-2. In the event Questetra does not meet the commitment in the provisions of the preceding paragraph, notwithstanding the provisions of Articles 10-1 and 10-2, you will be eligible to receive a Service Credit as set forth in the Official Sales Website.

10b-3. Downtime means if the System has no external connectivity. But Downtime percentage measurements exclude planned downtime.

Part IV: Your Responsibilities

11. Responsibility for Management of ID and Password

11-1. You are responsible for managing IDs, passwords or otherwise necessary to use the Service and the System. Questetra shall not be liable for any damage caused by leak or misuse or unauthorized use by a third party of the IDs, passwords or otherwise.

11-2. You will lease IDs, passwords or otherwise necessary to use the Service and the System from Questetra. You are responsible for managing them and you may not disclose or provide them to any third party other than your employees.

11-3. You shall indemnify Questetra from any damage suffered by Questetra arising from leak or misuse or unauthorized use by a third party of the IDs and password leased from Questetra in accordance with the preceding paragraph 2.

12. Responsibility regarding the Use of the Service

You shall assume any and all applicable legal responsibilities, whether to Questetra and any person or entity designated by Questetra or to any third party, for any result arising from your use of the Service including, but not limited to, transmission, input and output of data, or inability to use of the Service. You must immediately notify Questetra if you find or you believe there allegedly is any unauthorized use of IDs or passwords or any act that breaches the TOS or causes damage to Questetra and any person or entity designated by Questetra. Further, if you find or you believe there allegedly is any copy or distribution of the contents constituting the Service or offered by the Service, you must make your best efforts to make those who perform such copy or distribution stop such acts.

13. Your Information and Suggestions

13-1. For the use of the Service, you agree to provide true, accurate, current and complete information about your organization and individuals who belong to it and to immediately update the same as needed. If there is any suspicion that the information provided by you is untrue, inaccurate, not current or incomplete, Questetra may suspend your use of the Service or terminate the Agreement with you.

13-2. Questetra shall own any and all rights including intellectual property rights related to suggestions, feedback, ideas or information provided by you about the Service, the System, the Service Website or the Official Sales Website (hereinafter referred to as the „Suggestions“). You agree to assign Questetra any and all rights in and to the Suggestions without compensation and agree that Questetra use any and all rights in and to the Suggestions without compensation. Questetra may use the Suggestions at its own discretion.

14. Prohibited Conducts

You may not use the Service to engage in any of the following conducts:

1. email delivery service using the Service;
2. conducts that cause any disadvantage against any third party or Questetra, including, but not limited to, infringement of copyrights, property rights or privacy including transmission of computer viruses or malicious programs;
3. transmission of emails not permitted or approved by receivers (unsolicited emails);
4. conducts that prevent or may prevent operation of the Service by making the System heavily overloaded or otherwise;
5. promotional activities not approved by Questetra;
6. conducts to breach the TOS including unauthorized use of IDs or passwords;
7. conducts to violate laws and ordinances; and
8. conducts that are obscene or offensive to public order and morals.

15. Your Cooperation

15-1. For the use of the Service, you are required to secure appropriate operating environment and fulfill hardware requirements, and to take necessary measures so that Questetra can provide you with the Service.

15-2. If you will make any substantial change or addition to systems in your office that may affect the use of the Service, you are required to notify Questetra in advance of contents of such change or addition to maintain the normal operation of the Service.

15-3. In case of any of the following, Questetra may ask you to provide us with materials and information related to the use of the Service and you are required to cooperate as much as possible; provided that such materials and information do not involve your secrecy:

1. the provision of materials and information is reasonably necessary for prevention of or restoration from malfunction of the System;
2. after separate discussions, you and Questetra deem the provision of materials and information necessary to technically or economically enhance the functions of the Service; or
3. in addition to the preceding items (1) and (2), there is any reasonable cause for which you and Questetra deem the provision of materials and information necessary after separate discussions.

Part V: Other Provisions

16. Notice

Questetra may give notices to you by posting them on the Official Sales Website or the Service Website, by displaying them on the System, by transmitting emails to your email address you notified to us on your application for the Service or by sending postal mails to your address that you notified and Questetra approved as a contact point. You may give notices to Questetra by sending emails or postal mails in Japanese or English to the following email address or postal address:

17. Confidentiality

17-1. Either of you and Questetra shall use the other’s commercial, technical or business confidential information that it comes to know through the use of the Service only for the purpose of the use of the Service and shall not disclose or divulge such information without approval of the other. Provided, however, that such information may be disclosed if required by laws and ordinances by giving written notice to the other. Following information is excluded from the confidential information for the purpose of this Article 17:

1. information that is publicly known or becomes publicly known without any fault of the receiving party;
2. information that the receiving party already owned before it comes to know thorough the use of the Service;
3. information developed or found solely by the receiving party without referencing any information known to it through the use of the Service; and
4. information lawfully obtained from a third party who has a legitimate right without obligation of confidentiality from any third party.

17-2. The provisions of this Article 17 shall survive the termination of the Agreement and remain effective for 3 years thereafter.

18. Ownership of Intellectual Property Right, etc.

18-1. Copyrights and moral rights in or to any work Questetra provides to you by the System and the Service and other intellectual property rights including know-how contained therein shall be owned by Questetra or other legitimate right holders.

18-2. With respect to the System, the Service and works provided to you as set forth in the preceding paragraph 1, you may not:

1. use the System and such works for any purpose other than the use of the Service;
2. copy, modify, compile, or otherwise reverse engineer, decompile, disassemble;
3. lease, assign or grant a security interest to any third party whether for profit or not; and
4. use the Service for any purpose that violates laws and ordinances or is offensive to public order and morals.

18-3. The provisions of this Article shall survive the termination of the Agreement.

19. Suspension of the Service and Termination of Agreement by Questetra

19-1. If any of the following events occurs to you, Questetra may suspend whole or part of provision of the Service or terminate the Agreement with the prior, or after-the-fact in an urgent case, notice by email or in writing:

1. you fail to make payments in breach of any provisions of Article 8 hereof;
2. Questetra deems your financial condition deteriorates for the following situation, without limitation:
   1. any bill or check issued or endorsed by you becomes dishonored;
   2. attachment, provisional attachment, provisional disposition or auction is filed;
   3. foreclosure for tax delinquency is made;
   4. commencement of proceedings of bankruptcy, corporate reorganization, civil rehabilitation or other similar procedures in you country are filed;
   5. you enter into liquidation or dissolution;
   6. you attempt to assign whole or significant part of business to a third party; or
   7. any other reasonable causes by which Questetra deems your financial condition deteriorates or may deteriorate.
3. you interfere the operation of the Service or damage Questetra’s reputation or credit; or
4. you commit a breach of the TOS.

19-2. In case of any of the following events, Questetra may suspend whole or part of provision of the Service with the prior, or after-the-fact in an urgent case, notice to you:

1. regular or urgent maintenance or other work of the System;
2. malfunction or other incidents of the System;
3. difficulty in provision of the Service due to blackout, fire, earthquake, labor disputes or other causes not attributable to Questetra; and
4. other reasonable operational or technical causes of the System.

19-3. If the System becomes inoperable due to damage to whole or part of the System caused by acts of God or force majeure, Questetra may terminate the Agreement by notifying you thereof.

19-4. Even if the Service is suspended or the Agreement is terminated in accordance with the provisions of this Article 19, unless otherwise specifically provided for in the TOS, Questetra shall not assume any liability to you or any others for any loss or damage including loss of data you have stored in the System.

20. Termination of the Agreement by You

20-1. If you fail to make application to renew the Service Term 7 days prior to the expiration of the Service Term at latest, the Agreement is terminated upon expiration of the Service Term.

20-2. Even during the Service Term, you may terminate the Agreement by giving a notice to Questetra in writing or by email. In such case, the Agreement shall be terminated 30 days after the day when Questetra receives such notice; provided that the Service Fees for the remaining period of the Service Term will not be refunded.

21. Effect of Termination of the Service

21-1. Upon expiration, cancellation or termination of the Agreement, you cannot use any part of the Service and the System and you must immediately return to Questetra any goods provided by Questetra or destroy the same following Questetra’s instruction. You are required to provide certifications of such return or destruction upon Questetra’s request.

21-2. Upon termination of the Agreement, at the discretion of Questetra, Questetra deletes all data arising from the use of the Service and registered in the Service and the System as of such termination of the Agreement including any data input or transmitted by you.

22. Liability for Damages

22-1. If your breach of the TOS causes any damage to Questetra, you shall be liable for the damage suffered by Questetra.

22-2. If your use of the Service causes any damage to any third party, you must settle the case on your own responsibility and indemnify and hold harmless Questetra.

22-3. Questetra shall not be liable to you or any others for any result arising from the use of the Service, whether due to malfunction or defect of the System, invasion into the System by a third party, commercial disputes or for any reason whatsoever, unless otherwise specifically provided for in the TOS or there is any willful or gross negligence of Questetra.

22-4. If Questetra assumes liability to you for damages, the accumulative amount to be owed by Questetra shall not exceed the total amount of the Service Fees you paid to Questetra during the preceding 6 months; if the period you paid the Service Fees is less than 6 months, the accumulative amount to be owed by Questetra shall not be exceed the total amount of the Service Fees you paid.

22-5. Unless otherwise specifically provided for in the TOS, in no event shall Questetra be liable for damage caused by any reason not attributable to Questetra, damage arising out of special circumstances whether Questetra knew or should have known of the possibility of such damage or not, indirect, consequential damage, lost profits or damage to intangibles such as data and programs.

23. Restriction on Assignment of Rights and Obligations

You may not lease, assign or grant a security interest in whole or part of your rights or obligations under this Agreement to any third party without prior written approval of Questetra.

24. Language

This TOS shall be in both Japanese and English languages; provided that the Japanese version shall govern the interpretation of this TOS.

25. Settlement of Disputes

In case of any dispute regarding matters not set forth in any provision of the TOS, you and Questetra shall consult in good faith to settle the diepute as amicable as possible.

The Agreement shall be governed by the laws of Japan. You and Questetra agree that any dispute arising related to the Agreement or the Service shall be subject to the exclusive jurisdiction of the Kyoto District Court for the first instance. If any of the provisions of the TOS is held invalid or unenforceable by courts having competent jurisdiction, such provision shall be interpreted so as to reflect the intention of such invalid or unenforceable provision as much as possible, and the other provisions shall remain effective. The Agreement shall not be subject to UN Convention on Contracts for the International Sale of Goods.

Established: September 1, 2009.
Amended: December 16, 2009.
Amended: December 1, 2012. (Website URL added)
Amended: April 1, 2016. (10b for SLA added)
Amended: July 1, 2020. (Service Name changed)