Share-Me for Business Terms of Service

These Terms of Service (the “Terms”) set forth the terms and conditions governing the use of “Share-Me for Business” (the “Service”), a business card sharing and management service provided by Share-Me, Inc. (the “Company”).

Any corporation, organization, or other business entity that introduces or subscribes to the Service (the “Customer”) shall use the Service upon agreeing to these Terms.

Article 1 (Purpose and Application)

These Terms are intended to define the terms and conditions for the provision of the Service and the rights and obligations between the Company and the Customer in connection with the use of the Service, and shall apply to all matters relating to the use of the Service.
If any application form, purchase order, quotation, agreement, service specification, or other individual terms presented by the Company or a sales provider authorized by the Company (collectively, an “Individual Agreement”) contain provisions that differ from these Terms, the provisions of the Individual Agreement shall prevail.
If the Customer permits its officers, employees, or other persons authorized by the Customer to use the Service (the “Users”), the Customer shall ensure that such Users comply with these Terms.

Article 2 (Description of the Service)

The Service is designed to support business card sharing, information sharing, contact management, sales activities, recruitment activities, networking, and other business activities within corporate organizations.
Depending on the applicable subscription or agreement, the Service may include all or some of the following functions:
1. Sharing digital business cards and profiles using NFC, QR codes, or other methods;
2. Sharing contact details, company information, social media accounts, websites, documents, videos, and other information;
3. Issuing, adding, editing, suspending, and deleting User accounts;
4. Centralized management of User accounts by administrators;
5. Registration and management of business cards, contacts, and other contact information;
6. Scanning and digitization of paper business cards and other information;
7. Analytics relating to business card sharing, profile views, link access, and other usage activity;
8. Reporting and management relating to sales activities, networking activities, and other activities;
9. Follow-up emails and other communication support;
10. Information extraction, organization, text generation, and other assistance using AI and other technologies;
11. Integration with CRM systems and other external services;
12. Customization of company logos, brand colors, profile designs, animations, and other elements; and
13. Other related functions provided by the Company.
The specific details of the Service, including available functions, number of accounts, service period, fees, and number of devices, shall be specified in the applicable Individual Agreement.
The Company may modify the content or specifications of the Service for purposes including improvement of the Service and addition of new features.

Article 3 (Administrators)

The Customer may designate one or more persons to administer the Service (the “Administrator”).
Depending on the applicable agreement, the Administrator may use the following administrative functions:
1. Adding, editing, suspending, and deleting Users;
2. Managing profile information;
3. Setting permissions for individual Users;
4. Managing contact information and other data within the organization;
5. Reviewing usage and activity information; and
6. Other administrative functions provided by the Company.
The Customer shall be responsible for actions taken by the Administrator as if such actions had been taken by the Customer itself.

Article 4 (Application and Formation of Agreement)

The Customer shall apply to use the Service in accordance with the method prescribed by the Company or through a sales provider authorized by the Company.
Applications may be submitted through application forms, purchase orders, agreements, web forms, email, online procedures, or any other method approved by the Company.
The agreement for use of the Service shall become effective at the earliest of: (i) the time the Company accepts the application; (ii) the time the Company notifies the Customer that use of the Service may commence; or (iii) the time the Company begins providing the Service.
The Company may reject an application if it determines that:
1. The application contains false information, errors, or material omissions;
2. The applicant has previously violated these Terms or any other agreement with the Company;
3. There is a risk that the Service may be used for fraudulent or inappropriate purposes; or
4. The Company otherwise reasonably determines that provision of the Service would be inappropriate.

Article 5 (Registration Information)

The Customer shall provide accurate and up-to-date information when applying for and using the Service.
If any registered information changes, the Customer shall promptly update such information through the administration interface or by another method specified by the Company.
The Company shall not be liable for any loss or disadvantage suffered by the Customer as a result of failure to keep registered information current, except where such loss or disadvantage is attributable to the Company.

Article 6 (Fees and Payment)

Service fees, initial fees, account fees, device charges, customization fees, implementation support fees, and other charges shall be specified in the applicable quotation, application form, purchase order, or other Individual Agreement.
The payee, payment method, payment deadline, billing schedule, and other payment terms shall be governed by the applicable Individual Agreement or by the terms specified at the time of application or invoicing.
Payment shall be made by bank transfer, credit card, or another designated payment method.
Unless otherwise agreed, bank transfer fees and other costs necessary to make payment shall be borne by the Customer.
If the Customer fails to pay any amount by the applicable due date, the Company may, after providing notice and a reasonable period for payment, suspend all or part of the Service.
Any action taken under the preceding paragraph shall not constitute a waiver of the Company’s right to claim unpaid fees or other amounts.

Article 7 (Changes to Fees)

The Company may modify the pricing structure of the Service in consideration of the content and functionality of the Service, operating costs, market conditions, and other circumstances.
If a change in fees is to apply to an existing agreement, the Company shall notify the Customer reasonably in advance.
Unless otherwise provided in an Individual Agreement, any change in fees shall take effect upon the next renewal of the agreement.

Article 8 (Term and Renewal)

The term of the Service shall be the period specified in the applicable Individual Agreement.
If no term is specified in the Individual Agreement, the term shall be one (1) year from the Service commencement date.
Unless either party gives written or electronic notice of non-renewal at least thirty (30) days before the expiration date, the agreement shall automatically renew for a period equal to the preceding term, and the same shall apply thereafter, unless otherwise provided in the Individual Agreement.
If a monthly or other different contractual term applies, the applicable term, renewal, and cancellation conditions shall be governed by the Individual Agreement.

Article 9 (Early Termination)

Whether and under what conditions the Customer may terminate the agreement before expiration shall be specified in the Individual Agreement.
Unless otherwise provided in the Individual Agreement, fees already paid shall not be refunded if the Customer terminates the agreement for its own convenience.
Where pricing is based on an annual commitment or another fixed period, termination by the Customer during the applicable term shall not relieve the Customer of its obligation to pay fees corresponding to the remaining term, unless otherwise provided in the Individual Agreement.
The preceding paragraphs shall not apply where the Company has materially breached the agreement and fails to remedy such breach within a reasonable period after receiving a request from the Customer to do so.

Article 10 (Account Management)

The Customer shall be responsible for properly managing User accounts, IDs, passwords, and other authentication credentials.
The Customer and Users shall not permit any third party to make unauthorized use of their accounts.
If the Customer becomes aware of unauthorized account use, leakage of authentication credentials, or any other actual or suspected security issue, the Customer shall promptly notify the Company.
The Company shall not be liable for damages resulting from inadequate management by the Customer, User error, unauthorized use by third parties, or other circumstances attributable to the Customer.

Article 11 (Responsibilities of the Customer and Users)

The Customer shall, at its own cost and responsibility, provide the devices, telecommunications equipment, internet connectivity, and other environment necessary to use the Service.
With respect to information registered, stored, transmitted, or processed through the Service, the Customer represents that it has lawfully obtained such information and possesses the rights, authority, or other legal basis necessary to process such information through the Service.
The Customer shall comply with the Act on the Protection of Personal Information of Japan and all other applicable laws and regulations in using the Service.
The Customer shall ensure that Users comply with these Terms and shall be responsible for their use of the Service.

Article 12 (Prohibited Activities)

The Customer and Users shall not engage in any of the following activities in connection with the Service:

Violating any law, regulation, or public order and morals;
Engaging in or facilitating criminal activity;
Infringing copyrights, trademarks, privacy rights, reputation, or other rights or interests of the Company or any third party;
Intentionally registering false or inaccurate information;
Impersonating another person;
Unauthorized lending, transfer, or sharing of accounts or authentication credentials with third parties;
Unauthorized access to the Service or the Company’s systems;
Imposing an excessive load on the Service;
Interfering with the normal operation of the Service;
Reverse engineering, decompiling, disassembling, or otherwise analyzing the structure, source code, or other technical elements of the Service;
Reselling, sublicensing, or commercially providing the Service to third parties without the Company’s consent;
Using the Service to send unsolicited emails, spam, or other communications that disadvantage third parties;
Circumventing technical restrictions or security features of the Service;
Improperly using information obtained through the Service contrary to its intended purpose; or
Any other conduct that the Company reasonably determines materially interferes with the normal provision of the Service.

Article 13 (Customer Data)

Rights in profile information, business card information, contact information, images, documents, notes, and other information registered, stored, transmitted, or generated by the Customer or Users through the Service (“Customer Data”) shall remain with the Customer, Users, or other third parties holding legitimate rights thereto.
Use of the Service shall not result in any transfer to the Company of rights in Customer Data.
The Company may process Customer Data to the extent necessary to provide, operate, maintain, secure, troubleshoot, support, and improve the Service.
The Company may use information that has been appropriately aggregated, statistically processed, or anonymized so that specific individuals and Customers cannot be identified for purposes including improving the Service, analyzing usage, preparing statistical materials, and conducting the Company’s business operations.
Although the Company shall implement reasonable security measures, the Company does not guarantee permanent or complete preservation of Customer Data unless expressly provided otherwise in these Terms or an Individual Agreement.
The Customer shall, as necessary, retain or back up important Customer Data at its own responsibility.

Article 14 (Business Card Information and Other Information of Third Parties)

If the Customer or a User registers or stores personal information or other information of a third party through business card exchanges, business card scanning, contact registration, or other means, the Customer shall have lawfully obtained such information and shall possess the authority or legal basis necessary to process such information through the Service.
The Customer and Users shall use information obtained from third parties in accordance with applicable laws and the purposes for which such information was obtained.
If any dispute with a third party arises regarding the acquisition, registration, or use of third-party information, the Customer shall resolve such dispute at its own responsibility and expense, except where the dispute is attributable to the Company.

Article 15 (Handling of Personal Information)

The Company shall appropriately handle personal information obtained or processed through the Service in accordance with the Act on the Protection of Personal Information of Japan, other applicable laws and regulations, and the Company’s separately established Privacy Policy.
The Company may outsource all or part of the processing of personal information or personal data to third parties where necessary for the provision, operation, maintenance, or other activities relating to the Service.
When outsourcing the processing of personal data to a third party, the Company shall appropriately select and supervise the service provider as required under applicable laws.
If the Company receives a lawful disclosure request from a court, governmental authority, administrative agency, or other competent authority, the Company may disclose information to the extent necessary.

Article 16 (Information Security)

The Company shall implement reasonable security measures to prevent unauthorized access to, leakage, loss, destruction, or damage of information processed through the Service and otherwise ensure information security.
If the Company determines that it is necessary for security purposes, it may temporarily restrict or suspend access to the Service or specific accounts.
The Company does not guarantee that the Service or internet communications will be completely free from unauthorized access, cyberattacks, failures, or other security risks.

Article 17 (AI and Other Automated Processing Functions)

The Service may include functions using AI and other automated processing technologies for reading business card information, extracting and organizing information, generating text, supporting follow-up activities, and other purposes.
The Company does not guarantee the completeness, accuracy, currency, or fitness for a particular purpose of information generated, extracted, or organized through AI or other automated processing.
The Customer and Users shall review outputs generated by AI functions as necessary and use such outputs at their own judgment and responsibility.
The specifications, scope of availability, usage limits, and other conditions applicable to AI functions may be separately determined by the Company.

Article 18 (Intellectual Property Rights)

All copyrights, trademark rights, patent rights, and other intellectual property rights relating to the Service, software, systems, programs, databases, designs, names, logos, text, images, and other content provided by the Company shall belong to the Company or the applicable rights holder.
These Terms grant the Customer the right to use the Service within the scope of the applicable contractual purpose and do not transfer any intellectual property rights relating to the Service.
The Customer shall possess all rights necessary to lawfully use any corporate logos, images, text, documents, or other materials provided by the Customer to the Company.
The Company may use such materials to the extent necessary to provide the Service and perform customizations requested by the Customer.

Article 19 (Confidentiality)

The Company and the Customer shall use technical, sales, management, and other non-public information disclosed by the other party in connection with the introduction, agreement, or use of the Service (“Confidential Information”) solely for the provision or use of the Service or other purposes for which such information was disclosed, and shall not disclose or divulge such information to any third party without the prior consent of the other party.
Confidential Information shall not include information that:
1. Was publicly known at the time of disclosure;
2. Becomes publicly known after disclosure through no fault of the receiving party;
3. Was lawfully possessed by the receiving party before disclosure;
4. Was lawfully obtained from a duly authorized third party without any confidentiality obligation; or
5. Was independently developed or obtained without using the Confidential Information.
The Company and the Customer may disclose Confidential Information to their respective officers, employees, professional advisers, contractors, and other persons who need to know such information for purposes of providing or using the Service. In such cases, the disclosing party shall impose appropriate confidentiality obligations on such persons.
Confidential Information may be disclosed to the extent required by applicable law or by a court, governmental authority, administrative agency, or other competent authority.
The confidentiality obligations under this Article shall survive for three (3) years following termination of the agreement.

Article 20 (Subcontracting)

The Company may outsource or subcontract all or part of the development, provision, operation, maintenance, cloud infrastructure, email delivery, customer support, and other activities necessary to provide the Service to third parties.
The Company shall reasonably select such service providers based on the nature of the outsourced activities and information involved and shall implement necessary contractual and information-management measures.

Article 21 (External Services)

The Service may integrate with cloud services, email services, AI services, CRM systems, and other services or systems provided by third parties (“External Services”).
Use of External Services may be subject to the terms and conditions established by the applicable third-party provider.
Changes to the specifications of External Services, failures, suspension, discontinuation, or other circumstances beyond the Company’s direct control may affect all or part of the Service.
Except where attributable to the Company, the Company shall not be liable for damages directly caused by External Services.

Article 22 (Changes to the Service)

The Company may modify the content or specifications of the Service for reasonable purposes, including improvement of the Service, addition of functionality, enhancement of security, compliance with laws and regulations, and technical or operational requirements.
If a modification would materially affect the Customer’s use of the Service, the Company shall provide advance notice to the extent reasonably practicable.
Minor modifications that do not impair the essential functionality of the Service may be made without prior notice.

Article 23 (Temporary Suspension of the Service)

The Company may temporarily suspend all or part of the Service in any of the following circumstances:
1. Maintenance, inspection, repair, or updating of systems;
2. Emergency measures required for security purposes;
3. Failure of telecommunications networks, servers, cloud services, or other systems;
4. Natural disasters, power outages, fires, war, riots, or other events of force majeure; or
5. Other circumstances in which the Company reasonably determines that suspension is necessary to ensure stable provision of the Service.
Where reasonably practicable, the Company shall provide advance notice to the Customer; provided, however, that this shall not apply in emergencies.

Article 24 (Discontinuation of the Service)

The Company may discontinue all or part of the Service for business, technical, or other reasonable reasons.
If the Company permanently discontinues the Service in its entirety, the Company shall provide reasonable advance notice to the Customer, except in emergencies or other unavoidable circumstances.
If the Company discontinues the entire Service for reasons attributable to the Company during an active contractual term, resulting in the Service becoming unavailable for the remainder of such term, the treatment of prepaid fees corresponding to the unused period shall be determined in accordance with the applicable Individual Agreement or another reasonable method.

Article 25 (Suspension and Termination)

The Company may suspend all or part of the Service, suspend accounts, or terminate the agreement if the Customer or any User:
1. Materially breaches these Terms or an Individual Agreement;
2. Fails to fulfill payment obligations for Service fees or other amounts;
3. Provides materially false information in an application;
4. Engages in unauthorized access or other conduct that compromises the security of the Service;
5. Uses the Service for illegal or fraudulent purposes;
6. Suspends payments or becomes unable to pay debts as they become due;
7. Becomes subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings; or
8. Experiences any other material circumstance that makes continuation of the agreement difficult.
As a general rule, the Company shall request that the Customer remedy the relevant issue within a reasonable period before taking action under the preceding paragraph. However, prior notice shall not be required if the violation is serious, urgent, impossible to remedy, or materially difficult to remedy.
If the agreement is terminated pursuant to this Article, the Customer shall lose the benefit of time with respect to all obligations owed to the Company and shall immediately perform such obligations.

Article 26 (Post-Termination Procedures)

Upon termination or expiration of the agreement, the Customer and Users shall lose the right to use the Service from the termination or expiration date.
The Customer shall save or export any necessary Customer Data before termination or expiration of the agreement.
Following termination or expiration, the Company may retain Customer Data for a certain period and thereafter delete it, except where retention is required by law or there is another reasonable basis for retention.
The Company shall have no obligation to continue retaining Customer Data following termination or expiration of the agreement.
The Company may continue to use statistically processed, aggregated, or anonymized information that does not identify individuals or the Customer after termination or expiration for the purposes specified in Article 13, Paragraph 4.

Article 27 (Warranties and Disclaimers)

The Company does not warrant that the Service will be suitable for any particular purpose of the Customer or achieve any specific results, including expected sales performance, increases in revenue, acquisition of business opportunities, recruitment results, or networking outcomes.
The Company does not warrant that the Service will be completely free from errors, defects, interruptions, or other failures.
NFC, QR code, and other functions may be partially or entirely unavailable depending on the device, operating system, browser, device settings, network environment, or other conditions of use.
The Company shall not be liable for damages caused by natural disasters, power outages, telecommunications failures, cyberattacks, failures of External Services, or other circumstances beyond the Company’s reasonable control.
The Company shall not be liable for damages resulting from User error, loss of devices, inadequate management of authentication credentials, improper acquisition or use of third-party information, or other circumstances attributable to the Customer or Users.

Article 28 (Damages and Limitation of Liability)

If the Company is liable to the Customer for damages in connection with the Service, the Company’s liability shall be limited to ordinary damages that were actually and directly incurred as a result of circumstances attributable to the Company.
The Company shall not be liable for lost profits, indirect damages, special damages, incidental damages, loss of opportunity, or any other damages that do not constitute ordinary and direct damages.
The Company’s aggregate liability to the Customer shall not exceed the amount of Service fees actually borne by the Customer during the twelve (12) months preceding the occurrence of the event giving rise to the relevant damages.
If the period of use is less than twelve (12) months, the liability cap under the preceding paragraph shall be the amount of Service fees actually borne by the Customer during such period.
Charges for smart cards or other physical products, shipping charges, custom production fees, and other one-time charges that do not directly correspond to the continuous use of the Service shall not be included in the Service fees referred to in the preceding two paragraphs.
The limitations of liability set forth in the preceding paragraphs shall not apply where damages arise from the Company’s willful misconduct or gross negligence.

Article 29 (Exclusion of Anti-Social Forces)

The Company and the Customer each represent and warrant that neither it, its officers, nor any person who substantially controls its management is a member of an organized crime group, a member of such a group, a company affiliated with such a group, or any other equivalent anti-social force.
Neither the Company nor the Customer shall use anti-social forces, provide funds or other benefits to anti-social forces, or maintain any relationship with anti-social forces that would be subject to social condemnation.
If either the Company or the Customer violates either of the preceding paragraphs, the other party may terminate the agreement immediately without prior notice or demand.

Article 30 (Notices)

Notices from the Company to the Customer shall be made by any of the following methods:
1. Email sent to the email address registered by the Customer;
2. Display within the Service or administration interface;
3. Publication on the Company’s website; or
4. Any other method reasonably deemed appropriate by the Company.
If the Customer fails to receive a notice because it did not properly update its registered information, such notice shall be deemed to have been received at the time it would ordinarily have reached the Customer.

Article 31 (Amendments to These Terms)

The Company may amend these Terms if:
1. The amendment is in the general interests of the Customers; or
2. The amendment is not contrary to the purpose of these Terms and is reasonable in light of the necessity for the amendment, the appropriateness of the amended provisions, and other relevant circumstances.
When amending these Terms, the Company shall notify or make known the amended provisions and their effective date by posting them on the Company’s website, displaying them within the Service, sending an email, or using another appropriate method before the effective date.
Where applicable law requires the individual consent of the Customer to an amendment, the Company shall obtain such consent in accordance with applicable law.

Article 32 (Assignment of Rights and Obligations)

The Customer may not assign, transfer, create a security interest over, or otherwise dispose of its contractual position or any rights or obligations under these Terms to any third party without the Company’s prior written or electronic consent.
If the Company transfers the business relating to the Service to a third party, the Company may transfer to such third party its contractual position, rights and obligations under these Terms, and information necessary to provide the Service in connection with such business transfer.

Article 33 (Severability)

If any provision of these Terms, or any portion thereof, is determined to be invalid or unenforceable under applicable law or otherwise, the remaining provisions of these Terms shall remain in full force and effect.

Article 34 (Survival)

Article 13 (Customer Data), Article 14 (Business Card Information and Other Information of Third Parties), Article 15 (Handling of Personal Information), Article 18 (Intellectual Property Rights), Article 19 (Confidentiality), Article 26 (Post-Termination Procedures), Article 27 (Warranties and Disclaimers), Article 28 (Damages and Limitation of Liability), Article 32 (Assignment of Rights and Obligations), Article 33 (Severability), this Article, and Article 35 (Governing Law and Jurisdiction) shall survive termination or expiration of the agreement to the extent required by their nature.

Article 35 (Governing Law and Jurisdiction)

These Terms and the agreement for use of the Service shall be governed by and construed in accordance with the laws of Japan.
The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over all disputes arising between the Company and the Customer in connection with these Terms, the Service, or the agreement for use of the Service.

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