Cloud Bouquet Terms of Service


I. General Provisions

Article 1 (Purpose and Scope of Application)

  1. These Terms of Service (the “Terms”) are intended to set forth the rights and obligations and the terms and conditions of use between Morgenrot Inc. (“Morgenrot”) and each corporate customer using the Service (the “Customer”) in connection with the GPU cloud matching service named “Cloud Bouquet” provided by Morgenrot through the website operated by Morgenrot (the “Morgenrot Website”) (including any service following any change to the name or content thereof, regardless of the reason for such change; the “Service”).
  2. The Customer shall acknowledge these Terms and agree to comply with them.

Article 2 (Amendments to These Terms)

  1. Morgenrot may amend these Terms when Morgenrot deems it necessary, in which case the amended Terms shall apply.
  2. When amending these Terms, Morgenrot shall provide at least thirty (30) days’ prior notice by posting the contents and effective date of the amended Terms on the Morgenrot Website or by otherwise making the amendment known, or shall notify the Customer thereof.

II. Service Use Agreement

Article 3 (Definitions)

  1. “Service Content” means the provision of the website for the Service operated by Morgenrot and the Computing Resources, etc.
  2. “Use of the Service” means use of the website for the Service operated by Morgenrot and use of the Computing Resources, etc. provided by Morgenrot.
  3. “Prospective User Entity” means a corporation or other entity wishing to use the Service that has not entered into a service use agreement with Morgenrot.
  4. “Customer” means a corporation or other entity that is the contracting party to a Service application form with Morgenrot.
  5. “User Administrator” means a person belonging to the Customer who is appointed to manage use of the Service by Users.
  6. “User” means a person belonging to the Customer who is provided with an account by Morgenrot or the User Administrator and uses the Service.
  7. “Users, etc.” collectively means the User Administrator and Users.
  8. “User Group” means any group of Users, etc., consisting of User Administrators and Users who use the Service.
  9. “Computing Resources, etc.” means login nodes, compute nodes, storage, networks and other resources provided through the Service.
  10. “CB Points” means the “CB Points” defined in Article 12. On the actual Morgenrot Website screens and in other documents, they may be indicated simply as “Points.”
  11. “Intellectual Property Rights” means patent rights, utility model rights, plant breeder’s rights, design rights, copyrights, trademark rights and other rights relating to intellectual property or legally protected interests as prescribed by laws and regulations, as provided in Article 2, paragraph 2 of the Intellectual Property Basic Act (Act No. 122 of 2002), together with equivalent rights in foreign jurisdictions and any other rights relating to intellectual property or legally protected interests prescribed by laws and regulations.
  12. “Personal Information of Users, etc.” means information relating to Users, etc. that constitutes “personal information” as defined in Article 2, paragraph 1 of the Act on the Protection of Personal Information (Act No. 57 of 2003; the “APPI”).
  13. “Export Control Laws and Regulations” means Japan’s Foreign Exchange and Foreign Trade Act (including related cabinet and ministerial orders), the export control laws and regulations of the United States (including the U.S. Export Administration Regulations and other related laws and regulations), and export-related laws and regulations of other jurisdictions that may apply in connection with the Service.

Article 4 (Service Use Agreement)

  1. A Prospective User Entity may apply to Morgenrot to use the Service by providing the information specified by Morgenrot and agreeing to these Terms.
  2. Morgenrot shall determine, in accordance with its criteria, whether to approve an applicant that has submitted an application pursuant to the preceding paragraph. A service use agreement based on these Terms (the “Agreement”) shall be formed between such applicant and Morgenrot when Morgenrot grants its approval.
  3. Even if Morgenrot does not approve use of the Service, Morgenrot shall have no obligation to explain the reason to the applicant.
  4. Morgenrot may decline to approve use of the Service if the applicant falls under any of the following:
    1. the application contains a false statement, omission or error;
    2. the applicant does not have a valid email address;
    3. the application is submitted in the name of a nonexistent person or another person;
    4. the applicant, or any person related to the applicant, has previously violated these Terms or any agreement relating to services provided by Morgenrot, or is or has been subject to restrictions on use of all or part of the Service (including deletion or hiding of Data (as defined in Article 16, paragraph 1) or temporary suspension of use) or termination of a service use agreement;
    5. Morgenrot determines that the applicant is an Anti-Social Force, etc. (a concept under Japanese anti-organized crime laws and ordinances, meaning an organized crime group, a member or associate member of an organized crime group, a person for whom five (5) years have not elapsed since ceasing to be a member or associate member of an organized crime group, a nationalist activist organization, any other anti-social force, or any person equivalent thereto), or has any interaction or involvement with an Anti-Social Force, etc., including cooperation or involvement in the maintenance, operation or management thereof through funding or otherwise;
    6. Morgenrot determines that the Service may be used in a country or region, by a person, or for a purpose separately prohibited by Morgenrot from the standpoint of compliance with Export Control Laws and Regulations;
    7. Morgenrot determines that use of the Service by the Customer or any person expected to become a User, etc. belonging to the Customer may result in non-compliance with Export Control Laws and Regulations; or
    8. Morgenrot otherwise determines that use of the Service is inappropriate.

Article 5 (Changes to Registration Information)

The Customer shall notify Morgenrot thereof without delay in the manner specified by Morgenrot if there is any change to the registered information.

Article 6 (IDs and Passwords)

  1. The Customer shall strictly manage, at its own responsibility, the IDs and passwords for accounts used to access the Service and shall prevent disclosure or leakage thereof to any third party.
  2. The Customer shall not permit any third party to use, or transfer or otherwise dispose of, any ID or password.
  3. The Customer shall bear all responsibility for any disadvantage arising from inadequate management, leakage or other compromise of any ID or password.

Article 7 (Service Commencement Date and Term of Use)

  1. The date on which, following the Customer’s application and completion of the procedures prescribed by Morgenrot, the Customer becomes able to access the Morgenrot Website through which the Service is operated shall be the service commencement date. The term of use shall continue until the Customer expresses its intention to withdraw and Morgenrot completes the account deletion process.
  2. When the Customer intends to apply for a service use agreement, the Customer shall submit its application through the service contact designated by Morgenrot. If the Customer enters into a long-term agreement, such as a monthly or annual agreement, for a specific server, the Customer shall apply for the Agreement using the “Cloud Bouquet Application Form” separately designated by Morgenrot.

Article 8 (Suspension, etc. of the Service)

  1. Morgenrot may suspend or interrupt all or part of the Service without prior notice to the Customer in any of the following cases:
    1. when unavoidable due to maintenance of telecommunications facilities, construction work or similar circumstances not attributable to Morgenrot's negligence;
    2. when, pursuant to Article 8 of the Telecommunications Business Act, it is necessary to give priority to urgent communications for the public interest in the event of a natural disaster or other emergency;
    3. when scheduled or emergency maintenance of systems, communication lines or other facilities is performed;
    4. when provision of the Service becomes difficult due to failure of systems or communication lines, excessive concentration of access or similar circumstances;
    5. when provision of the Service becomes difficult due to an attack or unlawful act by a third party, including unauthorized access or hacking;
    6. when operation of the Service becomes difficult due to an earthquake, typhoon, flood, storm, lightning or other natural disaster, power outage, outbreak of an infectious disease, war, civil war, riot or other force majeure event; or
    7. when an administrative or judicial authority orders the suspension of business operations.

Article 9 (Suspension of Use, etc.)

  1. If the Customer falls under any of the following, Morgenrot may, without prior notice or demand, delete or hide Data, suspend the Customer’s use of all of the Service or specified Computing Resources, etc. (meaning Computing Resources, etc. used by the Customer on the Service), and terminate the Agreement:
    1. the Customer violates any provision of these Terms;
    2. it is discovered that any registered information is false;
    3. the Customer suspends payment, becomes unable to pay its debts, or a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings or any similar proceedings;
    4. the Customer has not used the Service for six (6) months or more;
    5. the Customer fails to respond for thirty (30) days or more to an inquiry or other communication from Morgenrot requesting a response;
    6. the Customer falls under any item of Article 4, paragraph 4 (including where the Customer comes to fall under any such item after formation of the Agreement);
    7. Morgenrot reasonably determines, during use of the Service, that the Customer or any User, etc. has violated or may violate any Export Control Laws and Regulations. In such case, upon Morgenrot's request, the Customer shall consent to Morgenrot accessing the Customer's user data, including confirmation of destination IP addresses; or
    8. Morgenrot reasonably determines that use of the Service or continuation of the Agreement is otherwise inappropriate.
  2. If the Customer falls under any item of the preceding paragraph, the Customer shall automatically forfeit the benefit of time with respect to all obligations owed to Morgenrot and shall immediately pay all such obligations to Morgenrot.
  3. If the Customer or any User, etc. violates any Export Control Laws and Regulations, the Customer shall compensate Morgenrot for all damages and expenses arising therefrom, including, without limitation, lost profits and reasonable attorneys’ fees.

Article 10 (Termination, Continuation and Cancellation)

  1. The Customer may cancel the Agreement at any time by completing the procedures prescribed by Morgenrot.
  2. Upon cancellation, the Customer shall be solely responsible for backing up Data and taking any other necessary measures. Morgenrot shall have no involvement in retaining Data upon cancellation and shall bear no responsibility whatsoever for backing up Data or otherwise preserving it upon cancellation.
  3. Upon cancellation, even if the Customer holds CB Points or Computing Resources, etc. with a remaining available-use period, Morgenrot shall not purchase them or provide any refund.

Article 11 (Changes to or Discontinuation of the Service)

  1. Morgenrot may change the content of the Service or discontinue provision of the Service for its own reasons.
  2. Morgenrot may, at any time, add, retire, replace or substitute Computing Resources, etc. in order to prevent equipment failure, address aging equipment, improve the Service or for other reasons of Morgenrot.
  3. If Morgenrot discontinues provision of the Service, Morgenrot shall notify the Customer in advance.

III. Fees

Article 12 (Fee Structure)

The Service is a paid service, and the amount charged shall be determined in accordance with the following.

  1. CB Points
    1. "CB Points" are units granted by Morgenrot to the Customer and managed for each User Administrator and User Group of the Customer. CB Points are deducted in accordance with the Service Content of the Computing Resources, etc. used by the Customer's Users, etc. The minimum amount that may be acquired is 1,000 points (the "Minimum Acquisition Unit").
    2. By paying Morgenrot the fees corresponding to the CB Points necessary to use the Service, the Customer may acquire CB Points managed for each User Administrator and User Group separately designated by the Customer. A cap may be imposed on the number of CB Points that may be acquired upon first use.
    3. The Customer may acquire additional CB Points at any time by making a request to Morgenrot and paying the applicable usage fees; provided, however, that Morgenrot may separately establish a maximum number of CB Points that the Customer may hold (the number obtained by subtracting the number of CB Points used from the total number of CB Points acquired, the "CB Point Balance").
    4. CB Points are granted to the Customer. To use Computing Resources, etc., the User Administrator must allocate CB Points to each User Group.
    5. Computing Resources, etc. provided through the Service consist of login nodes, compute nodes, storage, networks and other resources. Compute nodes are used in time-based units, with CB Points consumed according to the duration of use. Storage and login nodes may also be provided on a basis involving separate additional charges or consumption of points. If storage or login nodes are provided on a point-consuming basis, Morgenrot shall notify the Customer in advance, and if the Customer uses them after such notice, the Customer shall be deemed to have agreed that CB Points will be consumed. Networks are not subject to CB Point consumption.
    6. The number of CB Points corresponding to the Service Content of the Computing Resources, etc. used by Users, etc. shall be deducted from the CB Points managed by the relevant User Administrator or User Group; provided, however, that Computing Resources, etc. may not be used if, at the commencement of use, the CB Point Balance is insufficient to cover the planned use. When CB Points are allocated from a User Administrator to a User Group or deducted for use of Computing Resources, etc., the oldest-acquired CB Points shall be used first.
    7. The number of CB Points deducted for each type of Computing Resources, etc. and the usage fees corresponding to CB Points shall be separately determined by Morgenrot and posted on the Morgenrot Website or elsewhere.
    8. CB Points acquired by the Customer shall expire one hundred eighty (180) days after the date on which they are granted; provided, however, that this shall not apply if Morgenrot separately specifies another expiration date in connection with a campaign or otherwise. The following conditions shall also apply:
      1. Conditions for Use of CB Points:
        CB Points may be used if their expiration date is later than the time at which the applicable Computing Resources, etc. are used.
      2. Example of Use of Computing Resources, etc.:
        For example, when using a compute node as Computing Resources, etc., the compute node may be reserved in predetermined time units by performing a reservation operation (declaring the desired start and end times and confirming the reservation on the Service website). Specifically, if the applicable compute node is used in one-hour units and is used from 1:00 p.m. on October 1 until 1:00 p.m. on October 2, CB Points shall be consumed as follows:
        • Use from 1:00 p.m. to 11:59 p.m. on October 1: consumed from CB Points valid as of October 1.
        • Use from 12:00 a.m. to 1:00 p.m. on October 2: consumed from CB Points valid as of October 2.
        As described above, CB Points valid for each period of use shall be consumed, and all such CB Points shall be consumed collectively at the time the reservation operation is performed.
    9. Morgenrot shall not refund, for any reason whatsoever, any usage fees paid by the Customer to acquire CB Points.
    10. CB Points held by the Customer may not be redeemed for cash or transferred to Morgenrot or any third party by assignment, sale, purchase or otherwise.
    11. If the Customer cancels or changes its use of reserved Computing Resources, etc., points shall be returned in accordance with the following policy:
      1. Cancellation of a Reservation: discontinuing use before the scheduled start time. Points shall be returned, but the return rate shall vary depending on the time of cancellation. Details are set forth in Schedule 1.
      2. Extension of Reserved Time Before Use: advancing the start time or extending the end time before the scheduled start time. No points shall be returned because the usage period is being extended.
      3. Reduction of Reserved Time Before Use: postponing the start time or advancing the end time before the scheduled start time. The Service does not support reductions in reserved time. The Customer must cancel and rebook, or use the existing reservation as booked.
      4. Early Termination of Use: discontinuing use after the scheduled start time but before the scheduled end time. Points shall be returned, but the minimum return rate set forth in Schedule 1 for the applicable GPU model shall apply.
      5. Extension of Use After Commencement: extending the end time after use has commenced but before the scheduled end time. No points shall be returned because the usage period is being extended.
  2. Consumption of CB Points for Reservations
    1. Timing of Point Consumption:
      When the Customer reserves Computing Resources, etc., the points required for that reservation shall be consumed. Point consumption becomes final when the reservation is completed, and if the reservation is changed or cancelled, points shall be returned in accordance with the policy set forth in Chapter 3, Article 12, paragraph 1, item (11).
    2. Order of Point Consumption:
      At the time of reservation, available CB Points in the wallet shall be consumed in order, beginning with those having the earliest expiration date. If multiple reservations are made, CB Points shall likewise be consumed for each reservation in order, beginning with those having the earliest expiration date.
    3. Example:
      For example, if on October 1 the Customer makes a reservation for October 10 and on the following day, October 2, makes a reservation for October 5, the CB Points having the earliest expiration date as of October 1 and October 2, respectively, shall be consumed at the time each reservation operation is performed.
  3. Unit of Usage Time CB Points are consumed in one-hour units (60 minutes or 3,600 seconds), with any fraction of an hour rounded up. For example, use for 61 minutes or 3,601 seconds shall be counted as two (2) hours.
  4. Reservation Window As a general rule, the Customer may reserve Computing Resources, etc. through the last day of the month that includes the date two (2) months after the date on which the reservation is made. For example, a reservation made on October 1 may cover a period through December 31, and a reservation made on October 31 may likewise cover a period through December 31. However, if suspension, etc. of the Service, suspension of the Customer’s use of the Service, or a change to or discontinuation of the Service is scheduled in advance pursuant to Article 8, Article 9 or Article 11, Morgenrot may shorten the reservation window in accordance with a separately specified period or conditions. If it is necessary to shorten the reservation window for reasons other than those under Article 8, Article 9 or Article 11, Morgenrot shall notify the Customer in advance and adjust the reservation window by mutual agreement.
  5. Limits on Computing Resources, etc. Morgenrot may impose limits on the number of reservations or the number of Computing Resources, etc. that may be used in order to prevent reservations by the Customer from being concentrated among certain users and thereby unfairly restricting use by other users. Morgenrot shall establish such limits based on the Customer’s usage status and Morgenrot’s service operation policies, using reasonable judgment. If such limits need to be applied, Morgenrot shall notify the Customer in advance and shall take due consideration to enable the Customer to use Computing Resources, etc. fairly and appropriately.
  6. Fixed Monthly / Fixed Annual Plans This means an agreement on a one-month basis (fixed monthly) or one-year basis (fixed annual). For a fixed monthly or fixed annual agreement, the Customer must notify Morgenrot in advance of the service commencement time and other prescribed matters, and Morgenrot must confirm the applicable conditions, including whether the requested Computing Resources, etc. can be secured. After Morgenrot confirms that use is available under the prescribed matters, the Customer may use the Service by performing a reservation operation (consuming CB Points). Depending on the details of use, however, the Customer may use the Service, by agreement between the Customer and Morgenrot, subject to payment of fees by the Customer to Morgenrot.
  7. Miscellaneous If additional login nodes, additional storage capacity or other customization is required, Morgenrot shall issue a separate quotation based on the individual requirements and invoice the Customer accordingly.

Article 13 (Payment of Fees)

  1. The Service is a paid service, and the Customer shall pay Morgenrot the fees prescribed in Article 12 and elsewhere by Morgenrot, together with consumption tax and local consumption tax. In addition to these Terms, Morgenrot shall separately specify the types and amounts of fees, calculation methods, timing of payment and methods of payment on the Morgenrot Website or by other means.
  2. If the Customer fails to pay any fees or other monetary obligations owed to Morgenrot, the Customer shall pay default interest to Morgenrot at the rate of 14.6% per annum, calculated on a daily basis using a 365-day year.
  3. Consumption tax and local consumption tax shall be calculated at the rates prescribed by applicable law at the time of calculation.

Article 14 (Changes to Fees)

  1. Morgenrot may change the price of fees at any time (including the amount required to purchase CB Points, the number of CB Points consumed to use the Service, and the CB Point return rates set forth in Chapter 3, Article 12, paragraph 1, item (11); the same shall apply throughout this Article). However, when increasing fees, Morgenrot shall notify the Customer no later than thirty (30) days before the date on which the revised price takes effect. If the Customer does not complete the procedure to cancel the Agreement by the effective date of the revised price, the Customer shall be deemed to have agreed to the revised price. A change in the purchase price of CB Points shall apply from the first purchase of CB Points after the change. A change in the number of CB Points required to use the Service shall apply from the time at which CB Points are newly deducted for a period on or after the effective date of the change (for example, when a compute node is reserved for a time occurring on or after the effective date). A change in the CB Point return rate shall apply to reservations for Computing Resources, etc. made on or after the effective date. If use of Computing Resources, etc. has commenced and the usage period is extended while such resources are in use after a change in the number of applicable CB Points has taken effect, the number of CB Points in effect when the reservation operation for the Computing Resources, etc. was performed shall apply.
  2. If, during a fixed monthly or fixed annual term, the Customer wishes to change the details of use (for example, changing compute node specifications or adding storage nodes), the Customer shall apply in the manner designated by Morgenrot. After Morgenrot confirms that the applicable Computing Resources, etc. can be provided, the details of use shall be changed from the date designated by Morgenrot. The fees after the change (taking into account the amended agreement terms and the remaining agreement period from the change date through the end date) shall be paid through the Customer’s reservation operation (consumption of CB Points). Depending on the details of use, however, the Customer may use the Service by a method involving payment of fees by the Customer to Morgenrot, as agreed between the Customer and Morgenrot. If a partial refund from Morgenrot to the Customer arises from a change to fixed monthly or fixed annual use, such refund shall be made by granting an equivalent amount of CB Points.

IV. Provision of the Service

Article 15 (Provision of the Service)

  1. Morgenrot shall provide the Service in good faith in accordance with these Terms.
  2. The content of the Service shall be as set forth in these Terms and on the Morgenrot Website.
  3. The Service shall be provided with information security measures implemented in accordance with the information security policy established by Morgenrot.
  4. Support for the Service shall be available from 10:00 a.m. to 6:00 p.m. on weekdays. Inquiries received on Saturdays, Sundays, public holidays and holidays designated by Morgenrot shall be handled on or after the following business day. During extended holiday periods, Morgenrot may change the scope of support after providing prior notice. Inquiries should be sent to cb-support@morgenrot.net.

Article 16 (Ownership of Rights)

  1. Morgenrot owns all Intellectual Property Rights in all materials uploaded for use of the Service, except for the following:
    1. the Customer's source materials and original files uploaded to the Service ("Uploaded Data"); and
    2. data created using the Service based on Uploaded Data ("Created Data"; together with Uploaded Data, "Data").
  2. In addition to paragraph 1, all Intellectual Property Rights in the Morgenrot Website, the Service, and all products, technologies and programs relating thereto belong to Morgenrot or to third parties that have licensed such rights to Morgenrot. The Customer shall not, without Morgenrot’s permission, improperly reproduce, obtain or divert any of the foregoing. If the Customer engages in any such act, the Customer shall compensate Morgenrot for all damages arising therefrom, including reasonable attorneys’ fees.
  3. Only if an error occurs while the Customer is using the Service, the Customer requests support from Morgenrot, and the Customer provides its Uploaded Data and Created Data to Morgenrot to assist in the investigation, the Customer agrees that Morgenrot may use such Uploaded Data and Created Data to improve service quality.

Article 17 (Data Storage)

  1. Morgenrot shall have no obligation to retain the Customer’s Uploaded Data or Created Data. The Customer shall save its Data at its own responsibility.
  2. If the Customer loses Data while using the Service due to a cause attributable to Morgenrot, Morgenrot shall compensate the Customer only within the scope set forth in Article 18. Morgenrot shall have no obligation to restore the contents of the Data.
  3. In providing the Service, the countries in which Morgenrot may store Data owned by the Customer that is stored, processed or transferred on Morgenrot’s systems in connection with the Customer’s use of the Service shall be the countries listed at the link below.
    https://morgenrot.net/en/news/C9JftiMS

Article 18 (Disclaimers)

  1. Morgenrot makes no representation or warranty and assumes no liability with respect to any of the following:
    1. that the Service will be suitable for any particular purpose of the Customer;
    2. that the Service will have the functions, commercial value, accuracy or usefulness expected by the Customer;
    3. that the Service will be continuously or permanently available;
    4. that the Service will be complete or free from defects;
    5. that the Service will operate in connection with the use of any other hardware, software, system or data;
    6. that any incompleteness, defect or deficiency will be corrected; or
    7. that the Service or anything made available through the Service will be free of viruses or other harmful components.
  2. Any dispute arising between the Customer and another user or third party in connection with the Service or the Morgenrot Website shall be resolved by the Customer at its own responsibility.

Article 19 (Scope of Compensation)

  1. If Computing Resources, etc. used by the Customer are forcibly terminated due to a cause attributable to Morgenrot, or if the Customer properly cancels or changes a reservation, Morgenrot shall return to the Customer the CB Points consumed for the applicable Computing Resources, etc.; provided, however, that the return of CB Points shall be limited to the period of service interruption, and the expiration date of returned points shall remain the same as the expiration date of the CB Points originally consumed. Accordingly, expired points cannot be returned.
    1. Expiration Date upon Return of CB Points:
      When CB Points are returned, the expiration date that applied to the CB Points when they were consumed for the applicable Computing Resources, etc. shall be maintained. For example, if on October 1 the Customer uses CB Points expiring on November 1 to reserve Computing Resources, etc. and cancels the reservation on October 2, the returned CB Points shall expire on November 1.
    2. Treatment of Partial Returns:
      If the CB Point return rate is less than 100%, the portion not returned shall be allocated first to CB Points with earlier expiration dates, and the returned portion shall be allocated first to CB Points with later expiration dates.
  2. Morgenrot shall not refund, for any reason whatsoever, any usage fees paid by the Customer to acquire CB Points.
  3. Morgenrot shall not be liable, for any reason whatsoever, for any loss of or damage to Data stored by the Customer on Computing Resources, etc. provided by Morgenrot.
  4. For purposes of these Terms, all of the following shall be deemed causes not attributable to Morgenrot (provided that causes not attributable to Morgenrot are not limited thereto), and Morgenrot shall bear no liability whatsoever for any damage incurred by the Customer arising from any such cause:
    1. scheduled or emergency maintenance of systems, communication lines or other facilities;
    2. failure of systems or communication lines, or excessive concentration of access;
    3. attacks or unlawful acts by third parties, including unauthorized access and hacking;
    4. inability to use Computing Resources, etc. due to the provisions of "Article 12 (Fee Structure), paragraph 5, Limits on Computing Resources, etc.";
    5. defects in the Customer's equipment or other facilities;
    6. defects in software prepared by Morgenrot or the Customer;
    7. changes in the Customer's environment or defects in settings applied by the Customer to the Service environment, computers or other equipment;
    8. improper or unauthorized operation;
    9. earthquakes, typhoons, floods, storms, lightning or other natural disasters, power outages, outbreaks of infectious diseases, war, civil war or riots; or
    10. an order by an administrative or judicial authority to suspend business operations.

Article 20 (Confidentiality)

  1. Each of the Customer and Morgenrot shall treat as confidential any information disclosed by the other party in connection with the Service and, except with the other party’s prior written consent, shall not use such information for any purpose other than provision or use of the Service or any other purpose set forth in the Agreement, and shall not disclose or divulge such information to any third party; provided, however, that this shall not apply to information that:
    1. was already publicly known when obtained from the other party, or becomes publicly known thereafter through no fault of the receiving party;
    2. is lawfully obtained from a third party without any obligation of confidentiality;
    3. can be demonstrated in writing to have already been possessed by the receiving party when obtained from the other party;
    4. can be demonstrated in writing to have been independently created without reliance on information obtained from the other party;
    5. is independently created after disclosure by the other party without reliance on information identified by the other party as confidential;
    6. has been approved for disclosure by the other party in writing; or
    7. is required to be disclosed by law or court order (provided that such information shall be excluded from the confidentiality obligation only to the extent disclosure is required under such obligation).
  2. Morgenrot shall not log in to the Customer’s server and obtain information therefrom except where necessary for server maintenance, at the Customer’s request or in other cases of particular necessity.
  3. The Customer and Morgenrot shall comply with the obligations under this Article for one (1) year after termination of the Agreement.

Article 21 (Handling of Customer Information)

  1. Morgenrot shall handle information provided by the Customer in accordance with Morgenrot’s separately established privacy policy.
  2. The Customer agrees in advance that Morgenrot may handle information provided by the Customer in accordance with Morgenrot’s privacy policy.
  3. Morgenrot may confirm the usage status of the Service by Users, etc. for the purposes of calculating consumed CB Points, calculating usage fees for CB Points, providing support services to Users, etc. (only where Users, etc. request support), and administering the Service.
  4. Morgenrot may use the information provided by the Customer to Morgenrot under Article 4, paragraph 1 as statistical information in a form that does not identify any individual or corporation, for purposes such as improving Morgenrot’s services, and may provide such statistical information to third parties.
  5. When the Customer finishes using Computing Resources, etc., such as compute nodes, all Data on the applicable Computing Resources, etc. shall be deleted, regardless of the reason for completion, including an operation by the Customer or arrival of the end time.
  6. If the Agreement terminates due to cancellation of the Service or for any other reason, all Data on Computing Resources, etc., such as compute nodes, used by the Customer shall be deleted. In such case, Morgenrot shall also invalidate the ID and password of the party to the terminated Agreement among the Data on Morgenrot’s service platform.

Article 22 (Protection of Personal Information)

  1. Morgenrot shall appropriately manage the Personal Information of Users, etc. in accordance with the APPI.

Article 23 (Prohibited Acts)

  1. In using the Service, the Customer shall not engage in any of the following acts:
    1. any act that violates any law or regulation, any criminal act, or any act related thereto;
    2. use of the Service for any illegal, harmful or fraudulent purpose, or for the purpose of infringing the rights of any third party;
    3. creation, transmission, storage or distribution of content that is illegal, harmful or fraudulent, or that infringes the rights of any third party;
    4. fraud, threats or other unlawful acts against Morgenrot, any other user of the Service or any other third party;
    5. any act contrary to public order or morals;
    6. any act that infringes the Intellectual Property Rights, portrait rights, privacy rights, reputation or any other rights or interests of Morgenrot, any other user of the Service or any other third party;
    7. transmitting to Morgenrot or any other user of the Service any information containing a computer virus or other harmful computer program;
    8. imposing an excessive load on the network or systems of the Service;
    9. reverse engineering or otherwise analyzing any software or other system provided by Morgenrot;
    10. any act that may interfere with operation of the Service;
    11. altering or deleting electronic information relating to the Service, including CB Points;
    12. unauthorized access to any network or system of Morgenrot or any third party;
    13. impersonating any third party;
    14. unlawfully obtaining, misusing or disclosing the ID or password of another user of the Service;
    15. advertising, promotion, solicitation or business activities on the Service without Morgenrot's prior permission;
    16. collecting information regarding other users of the Service;
    17. any act that causes disadvantage, damage or discomfort to Morgenrot, any other user of the Service or any other third party;
    18. providing benefits to Anti-Social Forces, etc.;
    19. using the Service outside Japan, North America, and the countries or regions listed at the link below
      https://morgenrot.net/en/news/C9JftiMS
    20. directly or indirectly causing or facilitating any act set forth in the preceding items; or
    21. any other act that Morgenrot deems inappropriate.

V. Miscellaneous

Article 24 (Notices, etc.)

  1. Inquiries, communications or notices from the Customer to Morgenrot (collectively, “Notices” in this Article), and Notices from Morgenrot to the Customer (including notices regarding amendments to these Terms), shall be made in the manner specified by Morgenrot.
  2. When Morgenrot sends a Notice to an email address or other contact information registered at the Customer’s request, the Customer shall be deemed to have received such Notice at the time it is sent.

Article 25 (Assignment of Contractual Status, etc.)

  1. The Customer may not assign, create a security interest in or otherwise dispose of all or any part of its status, rights or obligations under the Agreement to any third party without Morgenrot’s prior written consent.
  2. If Morgenrot transfers the business relating to the Service to another company, Morgenrot may, in connection with such business transfer, transfer all of its status, rights and obligations under the Agreement.

Article 26 (Severability)

Even if all or any part of any provision of these Terms is held invalid under any law or regulation, the remaining provisions of these Terms shall remain in full force and effect.

Article 27 (Governing Law and Jurisdiction)

  1. These Terms and the Agreement shall be governed by the laws of Japan.
  2. The Tokyo District Court or the Tokyo Summary Court shall have exclusive agreed jurisdiction in the first instance over all disputes arising out of or in connection with these Terms or the Agreement.

Supplementary Provisions
Rev.DateDescription
1.02024/4/22Established and effective
1.12024/6/26Amended and effective as of the same date
1.22024/7/16Amended and effective as of the same date
1.32025/1/22Amended and effective as of the same date
1.42025/7/9Amended and effective as of the same date
2.02026/9/14Amended and effective as of the same date

Schedule 1 - CB Point Return Rates for Cancellations and Reservation Changes

GPU Model *1Time [h] *2CB Point Return Rate [%] *3
HGX H100Less than 2420
HGX H10024 or more and less than 16850
HGX H100168 or more100
A100 (80GB)Less than 2420
A100 (80GB)24 or more and less than 16850
A100 (80GB)168 or more100
A100 SXM (40GB)Less than 2420
A100 SXM (40GB)24 or more and less than 16850
A100 SXM (40GB)168 or more100
A100 (40GB)Less than 2420
A100 (40GB)24 or more and less than 16850
A100 (40GB)168 or more100
L40SLess than 2450
L40S24 or more and less than 16880
L40S168 or more100
A6000Less than 2450
A600024 or more and less than 16880
A6000168 or more100
A4000Less than 2450
A400024 or more and less than 16880
A4000168 or more100
M210Less than 2450
M21024 or more and less than 16880
M210168 or more100
W6800Less than 2450
W680024 or more and less than 16880
W6800168 or more100
V520Less than 2450
V52024 or more and less than 16880
V520168 or more100

*1 The return rate does not vary according to the number of GPUs for each GPU model
*2 The difference between the time of cancellation or change and the scheduled start time.
*3 If a fractional point amount arises when returning points in connection with use of the Service, the fraction shall be rounded up to the nearest whole point.