Cloud Bouquet Service Terms of Use

I. General rules

Article 1. Purpose, scope of application

These Terms of Use (hereinafter, the “Terms“) define the rights, obligations, and conditions of use between Morgenrot Inc. (hereinafter, the “Company”) and the user company (hereinafter, the “User Company”) regarding the Cloud Bouquet GPU cloud matching service (if the service name or contents are changed for any reason, this includes the changed service; hereinafter, the “Service”) provided by the Company on the website operated by the Company (hereinafter, the “Company website”).
The User Company acknowledges and agrees to abide by the Terms.

Article 2. Amendments to the Terms

The Company may amend the Terms as it deems necessary, in which case the amended Terms shall apply.
If the Company amends the Terms, it shall notify the User Company of the contents of the amended Terms and the effective date by displaying the amended Terms on the Company website or by other means, with a notice period of 30 days or longer.

II. Service use agreement

Article 3. Definitions

In the Terms, “Service content” means the provision of the website and computing resources for the Service operated by the Company.
In the Terms, “use of the Service” means the use of the website for the Service operated by the Company and the use of Computing Resources, etc. provided by the Company.
In the Terms, “Company Wanting to Use” means a company, etc. that wants to use the Service and does not have an agreement with the Company for use of the Service.
In the Terms, “User Company” means a legal entity that has entered into an application with the Company for use of the Service.
In the Terms, “User Administrator” means a person who belongs to a User Company and is assigned to manage the Users’ use of the Service.
In the Terms, “User” means a person who belongs to a User Company and uses the Service by being granted an account by the Company or a User Administrator.
In the Terms, “Users, etc.” means the User Administrator and Users collectively.
In the Terms, “User Group” means a group of Users, etc., consisting of User Administrators and Users who use the Service.
In the Terms, “Computing Resources, etc.” means login nodes, computing nodes, storage, networks, etc. provided through the Service.
In the Terms, “CB Points” means CB Points as defined in Article 12. On the Company’s actual website and other written materials, only the term “points” may be used.
In the Terms, “intellectual property rights” means patent rights, utility model rights, plant breeder’s rights, design rights, copyrights, trademark rights, and other rights stipulated by laws or rights pertaining to legally protected interests in relation to intellectual property as provided for in Article 2, Paragraph 2 of the Intellectual Property Basic Act (Act No. 122 of 2002), as well as rights equivalent to the above rights in a foreign country and rights stipulated by laws or rights pertaining to interests protected by laws in relation to other intellectual property.
In the Terms, “personal information of Users, etc.” is personal information as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information (Act No. 57 of 2003; hereinafter, the “Act on the Protection of Personal Information”) in relation to Users, etc.

Article 4. Service usage agreement

A Company Wanting to Use may apply to the Company for use of the Service by providing the Company with the information the Company specifies and agreeing to the Terms.
The Company shall determine whether to approve an entity that applies for use under the preceding Paragraph based on the Company’s standards. At the time of approval by the Company, a service contract based on the Terms shall be concluded between the entity and the Company.
In the event the Company does not approve use of the Service, the Company shall not be obligated to provide the reason for such disapproval to the entity that has applied for use.
The Company may not approve use of the Service if any of the following applies to the entity that has applied to use the Service.
1. False information was provided, or information was omitted or incorrectly entered, when applying for use.
2. Does not have a valid email address.
3. The application was made in the name of a non-existent entity or another entity.
4. The Terms or the Company’s service agreements were violated, or currently or previously, all or part of the Service was restricted (deletion or hiding of data, or temporary suspension of use), or a service agreement was terminated, or affiliation with such a party.
5. The Company determines that the entity is a member of an antisocial force (organized crime group, member of an organized crime group, quasi-member of an organized crime group, person within five [5] years of leaving such a group, right-wing group, antisocial group, or any other equivalent party), or that the company has some type of interaction or involvement with an antisocial force, such as cooperating or participating in the maintenance, operation, or management of an antisocial force through funding or other means.
6. Any other case wherein the Company deems the use of the Service to be inappropriate.

Article 5. Change of registered information

The User Company shall immediately notify the Company of any changes in the registered information in a manner the Company determines.

Article 6. IDs and passwords

The User Company shall be responsible for strictly managing the ID(s) and password(s) of the account used for use of the Service and shall not divulge such information to any third party.
The User Company shall not allow any third party to use the ID(s) and password(s), nor shall it transfer them to any third party.
The User Company shall be responsible for any and all disadvantages caused by inadequate management or leakage of IDs or passwords.

Article 7. Start date and usage period of the Service

The usage start date is when the User Company applies and is able to access the Company website that operates the Service after completing the procedures the Company specifies. The usage period is when the User Company expresses its intention to cancel its membership, and the Company completes the account deletion process.
When the User Company indicates its intention to apply for a service agreement (hereinafter, the “Agreement”), it shall apply for the Agreement through the service contact point the Company specifies. When entering into a long-term contract, such as a monthly or annual contract for specified servers, it shall apply for the Agreement using the Cloud Bouquet application form the Company separately specifies.

Article 8. Suspension of the Service

The Company may suspend or discontinue providing the Service, in whole or in part, without prior notice to User Company, in any of the following cases.
1. Unavoidable circumstances not caused by the Company’s negligence, such as maintenance of telecommunications facilities or construction work.
2. The cases where there is a natural disaster or other emergency, when it is necessary to prioritize communications urgently required in the public interest in accordance with the provisions of Article 8 of the Telecommunications Business Act.
3. Performing planned or emergency maintenance of systems, communication lines, etc.
4. The cases where it becomes difficult to provide the Service because of system or communication line failures or concentrated access.
5. The cases where it becomes difficult to provide the Service because of attacks or unauthorized acts by third parties, including unauthorized access, hacking, etc.
6. there are natural disasters, such as earthquakes, typhoons, floods, storms, lightning, power outages, infectious diseases outbreaks, war, civil strife, riots, or other force majeure that makes it difficult to operate the Service.
7. The cases where there is an order by an administrative or judicial agency to suspend operations.

Article 9. Suspension of usage, etc.

The Company may, without prior notice or warning, delete or hide data, suspend the use of all or specific Computing Resources, etc. (meaning Computing Resources, etc. that the User Company used on the Service), and terminate the Agreement.
1. Any of the provisions of the Terms are violated.
2. Falsities are found in the registration information.
3. Suspension of payment or insolvency, or the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or similar proceedings happened.
4. There is no use of the Service for six (6) months or longer
5. Inquiries or other communications from the Company are not responded to for 30 days or longer.
6. Any of the items in Article 4, Paragraph 4 is applied.
7. Any other case wherein the Company reasonably determines the use of the Service or continuation of the Agreement is not appropriate.
If any of the items listed in the preceding Paragraph applies, the User Company shall lose the benefit of time with respect to all debts owed to the Company, and shall immediately pay the debts.

Article 10. Termination, continuation, and cancellation

The User Company may terminate the Agreement at any time in accordance with the procedures the Company specifies.
At the time of cancellation, the User Company shall be responsible for data backup, etc. and the Company shall not be involved in any way in the retention of data. The Company shall not be responsible for any backup of data at the time of cancellation.
At the time of cancellation, the Company shall not be required to purchase or refund even in cases where the User Company has any CB Points or Computing Resources, etc. for the applicable term.

Article 11. Changing or discontinuing Service content

The Company may change the contents of the Service or discontinue providing the Service at any time at the Company’s discretion.
The Company may, periodically, add to, retire, replace, or substitute Computing Resources, etc., to prevent equipment failure or obsolescence, to improve service, or for other reasons the Company determines.
The Company shall notify the User Company in advance if the Company discontinues provision of the Service.

III. Fees

Article 12. Fee structure

The Service is a paid service. The invoiced amounts are determined by the following calculations.

CB Points
1. “CB Points” are credits that the Company grants to the User Company and managed by each User Administrator and User Group of the User Company, and that are deducted by use of the service contents of the Computing Resources, etc. by the Users, etc. of the User Company. The minimum amount that can be acquired shall be 1,000 points (hereinafter, “Minimum Units”).
2. By paying the Company a fee for CB Points for using the Service, the User Company can acquire CB Points managed by the User Administrator and User Group units that the User Company separately determines. There may be a maximum number of CB Points that can be acquired when using the Service for the first time.
3. The User Company may acquire additional CB Points at any time by submitting a request to the Company and paying a fee. The Company may separately determine the maximum number of CB Points that a User Company may hold (total number of CB Points obtained minus the number of CB Points used; hereinafter, “CB Point Balance").
4. CB Points are granted to the User Company. User Administrators should assign CB Points to each User Group to use Computing Resources, etc.
5. The number of CB Points corresponding to the contents of the services the Users, etc. use such as Computing Resources, etc. shall be deducted from the CB Points managed by the User Group. If there is no CB Point Balance equivalent to the planned usage when use of Computing Resources, etc. is started, Computing Resources, etc. cannot be used. When CB Points are allocated to a User Group or deducted for the use of Computing Resources, etc., the earliest acquired points shall be used first.
6. The number of CB Points to be deducted for Computing Resources, etc. and the fee corresponding to CB Points shall be determined separately by the Company and posted on the Company website.
7. CB Points earned by the User Company shall expire 180 days from the date they are granted. This does not apply in the case of campaigns or other events that have an expiration date the Company separately determines.
8. The Company shall not be required to refund the points for the remaining time for any reason whatsoever if a User Company’s Users, etc. suspend Computing Resources, etc. before the predetermined time.
9. The Company shall not be required to refund any fees paid by the User Company to the Company for obtaining CB Points for any reason whatsoever.
10. CB Points the User Company holds may not be redeemed for cash or transferred, sold, or otherwise assigned to the Company or to any third party.
Pay-as-you-go CB Points shall be spent in 1-hour (60 minutes or 3,600 seconds) increments (rounded up to the nearest hour). For example, 61 minutes or 3,601 seconds of usage shall be counted as 2 hours. CB Points shall be deducted at the startup of Computing Resources, etc. and when the usage process is extended.
Fixed monthly and annual amounts These are contracts on a monthly (fixed monthly amount) or annual (fixed annual amount) basis. For a fixed monthly/annual contract, CB Points equivalent to the contract period shall be granted after the User Company pays the usage fee to the Company. CB Points granted may be used on a monthly or annual basis by using in the same procedure as pay-as-you-go invoicing.
Others Additional login nodes, additional storage capacity, or other customization will be separately quoted and invoiced in accordance with individual requirements.

Article 13. Fee payment

The Service is a paid service. The User Company shall pay to the Company the fees set forth in Article 12 and other fees as the Company specifies, plus consumption tax and local consumption tax. The type, amount, calculation method, payment time, and payment method of the fees shall be specified separately by the Company in the Terms, on the Company’s website, or by other means.
If the User Company fails to pay fees or any other financial obligation to the Company, the User Company shall be liable to pay to the Company a late charge at the rate of 14.6% per annum (prorated at 365 days per year).
The rates of consumption tax and local consumption tax in the calculation shall be based on the laws at the time of calculation.

Article 14. Fee changes

The Company may change fee prices (including both the amount for purchasing CB Points and the number of CB Points used in using the Service) at any time (the same applies in this Article hereinafter). However, when the service fee is increased, the Company shall notify the User Company 30 days or longer before the date on which the changed price will apply, and if the User Company does not cancel the Agreement by the date on which the changed price applies, the User Company shall be deemed to have agreed to the changed price. If the amount of CB Points purchased will change, the changed price will apply from the first purchase after the change. If the cost to purchase CB Points changes, the changed price will apply from the time of first purchase after the change. If the number of CB Points used in using the Service changes, the changed price will apply from the time when new CB Points are deducted after the effective date of the changed price (at the startup of Computing Resources, etc. and when the usage process is extended).
If the User Company wishes to amend the contract during the contract period with an increase of the monthly fee, the User Company shall apply in a manner the Company specifies, and purchase CB Points equivalent to the increased service fee for the remaining contract period from the planned contract change date to the contract termination date. This does not apply if a calculation method for the difference from the previously selected fee is separately given for a campaign, etc.

IV. Service provision

Article 15. Provision of the Service

The Company shall provide the Service in good faith in accordance with the Terms.
The contents of the Service are specified in the Terms and on the Company website.
The Service shall be provided with information security measures in accordance with the Company’s information security policy.

Article 16. Attribution of rights

The Company retains intellectual property rights to all materials uploaded for use of the Service except for the following:
1. The material data and original files of the User Company uploaded to the Service (hereinafter, “Uploaded Data”).
2. Data created using the Service based on Uploaded Data (hereinafter, “Created Data”).
Other than the matters specified in Paragraph 1, all intellectual property rights of the Company website, the Service, and all related products, technologies, and programs belong to the Company or third parties that have granted licenses to the Company. The User Company shall not unlawfully copy, obtain, or reuse these without the Company’s permission, and in the event such an act is committed, the User Company shall compensate the Company for all damages incurred thereby (including reasonable attorneys’ fees).
In the event an error occurs during the use of the Service, the User Company shall, on an exceptional basis, agree that the Company uses Uploaded Data and Created Data to improve the Service.

Article 17. Data retention

The Company shall not be obligated to retain the User Company’s Uploaded Data or Created Data. The User Company is responsible for the storage of its own data.
In the event the Company loses data for reasons attributable to the Company while the User Company is using the Service, the Company shall compensate the User Company for damages only to the extent specified in Article 18. The Company shall not be obligated to restore the data contents.

Article 18. Disclaimer

The Company makes no warranties and assumes no responsibility for the following.
1. The Service is suitable for the User Company’s specific purposes.
2. The Service has the functionality, commercial value, accuracy, and usefulness expected by the use
3. The Service is available on a continuous and permanent basis.
4. The Service is complete and free from defects.
5. The Service woks with respect to the use of other hardware, software, systems, or data.
6. Any imperfections, defects, or deficiencies of the Service are corrected.
7. The Service or anything made available through the Service is free of viruses or other harmful elements.
Any dispute between the User Company and any other User or third party in connection with the Service or the Company website shall be resolved by the User Company at its own responsibility.

Article 19. Scope of coverage

In the event that the Company is forced to terminate the Computing Resources, etc. used by the User Company for reasons attributable to the Company, the Company will refund to the User Company the CB Points used toward said Computing Resources, etc. However, the CB Points to be returned will be limited to the CB Points for the period of the service downtime, and the expiration date shall follow that of the originally used CB Points.
The Company will not refund any fees paid by the User Company to the Company for obtaining CB Points for any reason whatsoever.
Under the Terms, the Company shall be deemed not to be responsible for any of the following events (however, events for which the Company is not responsible are not limited to these events), and the Company shall not be liable for any damages the User Company incurs from such events.
1. Performing planned and emergency maintenance of systems, communication lines, etc.
2. Failure of systems, communication lines, etc., or excessive concentration of access
3. Attacks and fraudulent acts by third parties, including unauthorized access, hacking, etc.
4. Defects in the User Company’s equipment, etc.
5. Defects in software (supplied by the Company or the User Company).
6. Changes in the User Company’s environment or malfunctions in the settings made by the User Company in the Service environment or on computers, etc.
7. Inappropriate or fraudulent operation.
8. Natural disasters such as earthquakes, typhoons, floods, storms, lightning, power outages, infectious disease outbreaks, war, civil strife, and riots.
9. An order by an administrative or judicial body to cease operations.

Article 20. Maintaining confidentiality

The User Company and the Company shall treat any information disclosed by the other party in connection with the Service as confidential, unless the other party has given prior written consent, shall not use it for purposes other than the provision or use of the Service or other purposes set forth in the Agreement, and shall not disclose or divulge it to any third party. However, this shall not apply in any of the following cases.
1. Information that is already public knowledge at the time of acquisition from the other party or that become public knowledge after acquisition from the other party for reasons not attributable to the other party.
2. Information legitimately obtained from a third party with no obligation of confidentiality.
3. Information that can be proven in writing to have been in one’s possession at the time the information is obtained from the other party.
4. Information that can be proven in writing to have been created independently without relying on information obtained from the other party.
5. Information created independently after receiving disclosure from the other party, not based on information that the counterparty has indicated is confidential.
6. Information for which the other party has given written consent for disclosure.
7. Information that is required to be disclosed by law or court order (such information shall be treated as not subject to the obligation of confidentiality only when it is disclosed in accordance with such obligation of disclosure).
The Company shall not log into the User Company’s servers to obtain such information except when necessary for server maintenance or when specifically requested to do so by the User Company.
The User Company and the Company shall comply with the obligations of this article for a period of one (1) year after termination of the Agreement.

Article 21. Handling of User Company information

The Company shall handle information provided by the User Company in accordance with the provisions of the Company’s privacy policy, which is separately set forth by the Company.
The User Company agrees in advance that the Company may handle any information the User Company provides, in accordance with the Company’s privacy policy.
The Company may check the use of the Service by Users, etc. for the purposes of calculating CB Points used, calculating CB Points usage fees, providing support services to Users, etc. (but only if Users, etc. request support), and managing the Service.
The Company may use and provide to third parties information the User Company provides to the Company under Article 4, Paragraph 1 as statistical information, in a form that does not identify individuals or corporations, for the purpose of improving the Company’s services, etc.
If the User Company terminates the use of Computing Resources, etc., such as computing nodes, all data on such Computing Resources, etc., will be deleted regardless of the reason for termination (User Company’s operation, arrival of termination time, etc.).
If the Agreement is terminated because of cancellation of the Service or any other reason, all data on Computing Resources, etc., such as computing nodes used by the User Company, will be deleted. In this case, the Company will also deactivate the ID(s) and password(s) of the parties to the Agreement that have been terminated from the data on the Company’s service infrastructure.

Article 22. Personal information protection

The Company will properly manage the personal information of Users, etc. in accordance with the Act on the Protection of Personal Information.

Article 23. Prohibited matters

The User Company shall not engage in any of the following acts in the use of the Service.
1. Acts in violation of laws and regulations, criminal acts, and related acts.
2. Use of the Service for purposes that are unlawful, harmful, fraudulent, or infringe on the rights of any third party.
3. Creating, transmitting, storing, or distributing content that is illegal, harmful, fraudulent, or infringes on the rights of any third party.
4. Fraud, threats, or other illegal activities against the Company, other Users of the Service, or other third parties.
5. Acts against public order and morals.
6. Violating the intellectual property rights, publicity rights, privacy rights, reputation, or any other rights or interests of the Company, other Users of the Service, or any other third party.
7. Transmitting any information to the Company or other Users of the Service that contains computer viruses or other harmful computer programs.
8. Acts that place an excessive load on the Service’s network or system, etc.
9. Reverse engineering or other analysis of software or other systems the Company provides.
10. Acts that may interfere with the operation of the Service.
11. Altering and/or deleting electronic information of the Service, including CB Points.
12. Unauthorized access to the Company’s and/or a third party’s network or system, etc.
13. Impersonating a third party.
14. Unauthorized acquisition, misuse or disclosure of IDs or passwords of other Users of the Service.
15. Any advertising, promotion, solicitation, and/or business act on the Service that the Company does not authorize in advance.
16. Collection of information of other Users of the Service.
17. Acts that cause disadvantage, damage, or inconvenience to the Company, other Users of the Service, and/or any other third party.
18. Provision of benefits to antisocial forces, etc.
19. Acts that directly or indirectly cause or facilitate any of the aforementioned acts.
20. Other acts that the Company deems inappropriate.

V. Other

Article 24. Notification, etc.

Any inquiry, communication, or notice from the User Company to the Company (hereinafter in this article referred to as a “Notification”) and any Notification from the Company to the User Company (including notices of amendments to the Terms) shall be made in the manner the Company specifies.
When the Company sends a Notification to the email address or other contact registered by the User Company at the request of the User Company, the User Company shall be deemed to have received the Notification at the time it is delivered.

Article 25. Transfer, etc. of contractual status, etc.

The User Company may not transfer, pledge, or otherwise dispose of its position, rights, and obligations under the Agreement to any third party without the prior written consent of the Company.
If the Company transfers the business of the Service to another company, the Company may transfer all of its positions, rights, and obligations under the Agreement in connection with such business transfer.

Article 26. Effect of other clauses in the event of partial invalidation

If any provision of the Terms is found to be invalid, in whole or in part, under any law or regulation, the remaining provisions of the Terms shall remain in full force and effect.

Article 27. Governing law and court of jurisdiction

The Terms and the Agreement shall be governed by the laws of Japan.
Any and all disputes arising out of or relating to the Terms or the Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court or Tokyo Summary Court.

Supplementary Provisions

Revision	Date	Details
1.0	April 22, 2024	Established and implemented
1.1	June 26, 2024	Revised and implemented on same date
1.2	July 16, 2024	Revised and implemented on same date