Terms of Use

These Terms of Use (“hereinafter referred to as “Terms”) set for the conditions for the use of “GROWl.cloud” (hereinafter referred to as “Service”) provided by GROWI, INC. (hereinafter referred to as “Company”) and shall apply to all users of the Service. Users are encouraged to read these Terms prior to the use of the Service.

Article 1 (Agreement to the Terms)

Any company, organization, and individual who wishes to use the Service (hereinafter referred to as “Registration Applicant”) shall use the Service in accordance with these Terms and may not use the Service unless it agrees to these Terms.
Any content as stipulated in a separate agreement between the Company and the Registration Applicant or the Registered User (defined in article 3 herein) and documents distributed, delivered, or posted by the Company (hereinafter collectively referred to as “Individual Terms”) in relation to the Service shall constitute a part of these Terms between such Registration Applicant or the Registered User and the Company.
Unless otherwise provided in the Individual Terms, upon the completion of the registration by the Registration Applicant as prescribed under article 4 hereof, the service usage agreement pursuant to the provisions of these Terms (hereinafter referred to as “Service Usage Agreement”) is established between the Registration Applicant and the Company.

Article 2 (Revision and Amendment)

The Company may, at its own discretion, amend these Terms in any of the following items.
- (1) the amendment of these Terms conforms to the general interest of the Registered User.
- (2) the amendment of these Terms does not run afoul of the purpose of the Service Usage Agreement and is reasonable considering the circumstances of such amendment, including but not limited to, the necessity of amendment, the appropriateness of the details of the amendment.
If an amendment is made to these Terms, the Company shall notify the Registered User of the amended contents, and the effective date of the amendment in an appropriate manner or by posting thereof on the Service’s website (https://growi.cloud (including changed domain name if the domain or the content of the website is changed regardless of reasons) one(1) month prior to the effective date of the amended Terms. If the Registered User uses the Service after the effective date of the amended Terms or fails to withdraw from the Service within the period specified by the Company, the Registered User shall be deemed to have consented to the amended Terms.

Article 3 (Definition)

The following terms used herein shall have the meanings set forth below.

(1) “Registered User” means any company, organization, or individual who has registered to the Service in accordance with the procedures set forth in article 4 hereof. An individual may include a person who belongs to a company or organization (hereinafter referred to as “Employee”). If a company or an organization designates the Employee as the Registered User, in addition to itself, based on the agreement with the Company, such company or organization shall have the responsibility to ensure that such Employee agrees to and complies with these Terms.
(2) “Intellectual Property Rights” means copyrights (including rights under Article 27 and Article 28 of the Japanese Copyright Act), patent rights, utility model rights, design rights, trademark rights, other intellectual property rights (including rights to apply for obtaining those rights and to register those rights), and rights pertaining to idea and know-how.
(3) “Content” means information that is accessible by the Registered User through the Service (including, but not limited to, pictures, movies, texts, voices, music, other sounds, images, software, programs, codes, and other data).
(4) “User Content” means any and all information to be posted, published or transmitted by any other means by the Registered User through the use of the Service (including, but not limited to, texts, pictures, movies, or other data) out of the Content.
(5) “Posted Data” means data to be posted on or otherwise transmitted on the Service by the Registered User.
(6) “Company’s Content” means all Content provided by the Company in the Service.
(7) “Service Site” means a website that is operated by the Company and used for the provision of the Service.
(8) “Service Fee” means compensation for the use of the Service.

Article 4 (User Registration)

The Registration Applicant may apply for the registration of the Service by agreeing to comply with these Terms and providing certain information specified by the Company (hereinafter referred to as “Registration Information”) to the Company.
If the Registration Applicant falls under any of the following items, the Company may, at its own discretion, reject the Registration Applicant’s application for registration.
- (1) if the Registration Applicant did not apply for the registration of the Service in a manner prescribed in paragraph 1 of this article.
- (2) if the Registration Applicant has received the disposition to suspend the use of services provided by the Company or to cancel the Company’s services thereof on the ground that the Registration Applicant has violated these Terms or has breached any contract with the Company in the past.
- (3) if the Registration Applicant falls under item 1 of article 18 hereof, or the Company deems that the Registration Applicant is likely to fall under item 1 of article 18 hereof, or
- (4) if the Company determines that the Registration Applicant is deemed inappropriate.
When a minor registers as a user of the Service, the minor is required to obtain the consent of its legal representative. Once a minor completes the registration for the Service, it shall be deemed that such minor’s legal representative has agreed to the minor’s use of the Service and consented to these Terms.
If the Registered User was a minor at the time of consenting to these Terms, and uses the Service after he or she has reached a majority, such Registered User shall be deemed to have ratified any and all juristic acts concerning the Service.

Article 5 (Account and Password Management)

The Registration Applicant shall provide true and accurate Registration Information when registering as a user of the Service.
If there is any mistake in or any amendment to the Registration Information, the Registered User shall, at its own responsibility, modify or amend the Registration Information within twenty (20) business days.
The Company may provide the Service based on the Registration Information registered by the Registered User. The Company shall not liable for any damage incurred by the Registered User caused by false, error, missing or incomplete change of such information.
If any notice from the Company fails to reach the Registered User due to the Registered User’s neglecting to alter or amend the Registration Information, such notification shall be deemed to have reached the Registered User at the time it generally should have arrived.
The provisions of the preceding three (3) paragraphs shall apply in the case where the Registered User creates, modifies, or amends its own profile.

Article 6 (Account Management)

The Registered User shall, at its own responsibility, manage and safeguard the account (including ID and Password) and may not cause any third party to use or lend, transfer, change of name, or buy and sell it to any third party. When the Company confirms that such account matches with the Registered User, the Company deems that the Service is used by the Registered User who has been registered as the holder of such account.
The Registered User shall be liable for any damage caused by insufficient management, misuse, and use by a third party, of the account, and the Company shall not be liable for such damage whatsoever.
If the Registered User finds that the account has been stolen or used by a third party, the Registered User shall immediately notify thereof to the Company and shall follow the instruction given by the Company.

Article 7 (Unit Price and Payment Method of Service Fee)

Unit price, calculating method and payment timing of the Service Fee is as separately posted on the Service Site.
The Service Fee shall be paid in a manner selected by the Registered User from payment methods offered by the Company. Unless otherwise expressly permitted by the Company, the payment of the Service Fee in a manner other than such payment method shall not be accepted as valid payment of the Service Fee.
In the event that the Registered User fails to pay the Service Fee as stipulated in paragraph 1 of this article, the Registered User shall pay the Company late payment penalty, amounting to the annual rate of fourteen point six percent (14.6%) for the period commencing at the next date payment is due and ending at the day when the Service Fee is paid in full.
If the Registered User delays the payment of the Service Fee for one (1) month or more, the Company will suspend providing the Service to such Registered User. The Company shall not be liable for any disadvantage or damage incurred by such Registered User or any third party therefrom for any reason.
Even if the Registered User is unable to use the Service, the Company will not reduce or exempt the Service Fee, except for in a case where such failure is caused by the Company’s willful misconduct or gross negligence.

Article 8 (Prohibited Acts)

In using the Service, the Registered User shall not itself engage or cause a third party to engage in any act that falls under any of the following items. Moreover, the Registered User shall not, directly or indirectly, initiate or facilitate any of the following acts.

(1) any act to defame the Company, the Registered User, and other third parties;
(2) any act of fraud or intimidation to the Company, the Registered User, and other third parties;
(3) any act that implies, induces, encourages, or suggests any criminal act or antisocial behavior;
(4) any act to provide false, incomplete, or inaccurate information or to present false fact to the Company, the Registered User, and other third parties;
(5) any act to impersonate the Company, the Registered User, or other third parties (whether or not they actually existed), or any act of using an account of another Registered User;
(6) any act that infringes or is likely to infringe other Intellectual Property Rights, portrait rights, privacy, personal honor right, other rights, or interests of the Company, the Registered User, or any third parties;
(7) any act that induces malfunction of the Company’s network and/or systems;
(8) any act that inflicts a heavy load on the Company’s network, systems, and/or servers.
(9) any act of unauthorized access to the system that is connected to the Service;
(10) any act of sending or uploading harmful computer programs such as computer viruses;
(11) any act of analyzing source codes, including, but not limited to, reassembling, decompiling, and reverse engineering of the Company’s network or systems;
(12) any act of unauthorized access to the Company’s network or systems, or fraudulently rewriting or deleting information accumulated in the Company’s facility;
(13) any act of duplicating, transferring, lending, or modifying the Company’s network or systems , or transferring, selling, or lending derivative work created based on the Service;
(14) any act of using multiple accounts by the same Registered User;
(15) any act of using another Registered User’s ID or password;
(16) any act of interrupting the normal operation of the Service;
(17) any act of providing favors to anti-social forces;
(18) any act that is contrary to the intention or purpose of these Terms and the Service; or
(19) any other acts as deemed inappropriate by the Company.

Article 9 (Attribution of Rights)

In the Service, any copyright pertaining to the User Content posted or transmitted by the Registered User shall be reserved by the Registered User who has posted or transmitted the User Content, and the Company will not obtain any copyright pertaining to such User Content.
The Registered User represents and warrants to the Company that it has legitimate rights to post and transmit the Posted Data, and the Posted Data does not infringe any right of third parties.
In contrary to the preceding paragraph, if any dispute or trouble arises with any third party, the Registered User shall, at its own expense and responsibility, resolve such dispute and trouble. Also, if the Registered User causes damage to the Company, the Registered User shall compensate for such damage.
The Registered User grants the Company the license to use the Posted Data for the following purposes.
- (1) provision, development, or improvement of the Service and its related services.
- (2) creation, use, and provision of any statistical information which cannot identify each Posted Data.
The Registered User agrees that it will not exercise any moral rights of an author pertaining to the Posted Data against the Company and a person who has succeeded or granted the rights pertaining to the Posted Data from the Company.
The Registered User shall, at its own responsibility, back up the Posted Data, and the Company shall not be obliged to back up the Posted Data.
The Registered User agrees in advance that the Posted Data may be stored by the Company or in cloud services.

Article 10 (Attribution of the Company’s Content)

The Service and all Intellectual Property Rights pertaining to the Company’s Content provided by the Company in the Service shall belong to the Company or a person who grants the Company a license. The Registered User may not use or publish the Company’s Content beyond the scope of intended purposes of the Service without permission from the Company and a person who grants the Company a license.
The Company grants the Registered User a license to non-exclusively use the Service and the Company’s Content necessary for the use of the Service, provided, however, that such license shall not include the right to sublicense to any third party, and shall not be construed as a transfer or granting the Registered User of any Intellectual Property Rights, rights similar to proprietary rights, rights to freely dispose, or other rights.
The Company’s trademark, logo, and service mark (hereinafter collectively referred to as “Trademark”) may be displayed on the Service, provided, however, that the Company will not transfer the Trademark to the Registered User or any third party or will not provide the Registered User or any third party with the license to use thereof.

Article 11 (Measures Against the Violation of the Term)

If the Company determines that the Registered User falls or is likely to fall under any of the following items, the Company may, without any notice, take measures against such Registered Users such as deletion of the User Content and information on the Registered User in whole or in part, temporary suspension or restriction of the use of the Service, or deletion of the account, or termination of the Service Usage Agreement (hereinafter referred to as “Suspension of Use”).
- (1) if the Registered User has breached any provisions of these Terms;
- (2) if it is found that there is a false fact in all or part of the information provided to the Company or information on the Registered User obtained by the Company through linkage with external services;
- (3) if it is found that a person who does not have a legitimate authority to execute the Service Usage Agreement and to perform thereof has registered for the use of the Service;
- (4) if the Registered User does not respond to inquiries from the Company for thirty (30) or more days;
- (5) if the Registered User, an organization or a corporate where such Registered User belongs, or its related company (including those officers or employees) falls under each item of paragraph 1 of article 18 hereof.
- (6) if measures are necessary for the operation and maintenance of the Service;
- (7) if the Registered User engages in any act that interrupts the business, defames or damages the creditworthiness, of the Company or any third party; or
- (8) if there is any other reason similar to the preceding items.
The Company may possess and use the information provided by such Registered User to the Company after deleting the account of such Registered User.
If the Company determines that the Registered User falls or is likely to fall under any of the items in paragraph 1 of this article hereof, the Company may request the Registered User to cease any illegal act and to voluntarily delete or correct transmitted information, and the Registered User shall respond to such request within the period specified by the Company.
The Company shall not be liable for any disadvantage and damage incurred to the Registered User caused by measures taken by the Company pursuant to this article whatsoever.

Article 12 (Withdrawal of the Service)

The Registered User may terminate the Service Usage Agreement by withdrawing from the Service at any time in a manner specified by the Company. The Registered User will no longer be able to use the Service from the time after the Registered User withdraws from the Service.
If the Registered User loses the right to use the Service when such Registered User has mistakenly deleted the account or for any reason, the Registered User is no longer able to use the account, usage history of the Service and otherwise use information have been accumulated in the Service. Also, the Company may, at its own discretion, delete the account of such Registered User without giving prior notice, and the Registered User agrees that all information and the Content remaining in the Service will be deleted upon the termination of the Service.
Even after the withdrawal of the Service, the Registered User is not exempted from any obligations and liabilities (including, but not limited to, liability for damages) to the Company and third parties on the Service Usage Agreement incurred prior to the withdrawal.
The Company may possess and use the information obtained in relation to the Registered User after such Registered User has withdrawn from the Service.
The Company may, at its own discretion and without prior notice, delete the account of the Registered User if its last access has been more than one (1) year.

Article 13 (Amendment, Suspending, Interruption, and Discontinuing the Service)

The Company may amend or add the content of the Service in whole or in part without giving prior notice to the Registered User.
The Company may, at its own discretion, discontinue the provision of the Service in whole or in part by posting thereof on the Company’s website in advance or otherwise giving prior notice to the Registered User in a manner that the Company deems appropriate. However, the Company may not notify the Registered User in case of an emergency.
If any of the following items occur, the Company may suspend or temporarily interrupt the provision of the Service in whole or in part without giving prior notice to the Registered User.
- (1) an emergency or periodical maintenance or modification of hardware, software, or communication equipment for the Service,
- (2) an emergency check or maintenance of computer systems for the Service.
- (3) shutdown of computer or communication equipment by accidents.
- (4) heavy load on the system due to excessive access or other unexpected factors.
- (5) an event where it becomes necessary to ensure the system security of the Registered User.
- (6) an event where the service of telecommunication carriers is not provided.
- (7) provision of the Service is rendered difficult due to earthquakes, natural disasters like water damage, fire, storm and flood damage, blackout, epidemic, other freak accidents, war, conflict, convulsion, riot, or labor disputes.
- (8) operation of the Service is rendered impossible or difficult due to laws and regulations or measures thereunder, order and request.
- (9) provision of the Service is rendered difficult due to unexpected emergencies.
- (10) other cases equivalent to any of the preceding items that the Company deems necessary.
The Company shall not be liable for any damage incurred by the Registered User resulting from a measure taken by the Company under this article. However, this shall not apply to a case where such damage is caused by the Company’s willful misconduct or gross negligence.

Article 14 (Damages)

If any direct or indirect damages are incurred by the Company arising from the violation of these Terms or otherwise the use of the Service by the Registered User (including cases where the Company receives a claim for damage or other claims from a third party due to such acts), the Registered User shall compensate the Company for all damages (including expenses for professionals such as legal counsels and expenses equivalent to labor cost required by the Company to address the matters).
The Company shall not be liable for any damage incurred by the Registered User in connection with the use of the Service whatsoever. However, in the case where the Company assumes responsibility for compensating damage caused by default or illegal acts under the Japanese Consumer Contract Act or other laws and regulations, and in case such damage is caused by the Company’s willful misconduct or gross negligence, the Company’s liability shall be limited to direct and general damages actually incurred by the Registered User and shall not be liable for damages caused under special circumstances (including cases where the occurrence of damage is predicted or could have predicted) provided that the maximum amount for the damage is the total amount of the Service Fee the Company actually received from the Registered User for the period of six (6) months retrospectively from the time when the Registered User makes a such claim.

Article 15 (Warranty Disclaimer and Indemnity)

With respect to the Service, the Content, and any other information provided throughout the Service, the Company disclaims all warranties, including, but not limited to, the fitness of particular purpose of the Registered User, commercial value, accuracy, utility, completeness, legality, conformity with internal regulations of an applicable organization to the Registered User. Also, the Company makes no warranty that the Service, the Content, and other information is free of security flaws, errors, or failures, and does not infringe any rights of any third parties.
The Company makes no warranty that the Service is compatible with all information devices, and the Registered User acknowledges in advance that upgrading the OS of information devices to be provided with the use of the Service may result in failure of the operation of the Service. Even if such failure occurs, the Company makes no warranty that such failure will be resolved by modifying programs by the Company.
The Registered User acknowledges in advance that the use of the Service in whole or part may be restricted after the amendment of terms of use and the change in operating policy of external services.

Article 16 (Communication and Notification)

Notice regarding the amendment of these Terms or other communication from the Company to the Registered User regarding the Service shall be posted in the appropriate placement on the Company’s website or shall be sent via e-mail or other methods that the Company deems appropriate.
When the Company sends notifications via e-mail, the notification from the Company shall be deemed to have arrived at the time when an e-mail should normally reach the Registered User by sending the e-mail to the e-mail address registered by the Registered User.
Any inquiries concerning the Service, and other communication or notification from the Registered User to the Company shall be made by sending a contact form installed in an appropriate place on the Company’s website or in a manner specified by the Company.

Article 17 (Confidentiality)

The Registered User shall treat information designated by the Company as confidential in relation to the Service as confidential and shall not disclose or divulge thereof to any third party without the prior written approval of the Company.
The Company shall treat the Registration Information and the Posted Data as confidential and shall not disclose or divulge thereof to any third party without the prior written approval of such the Registered User.

Article 18 (Elimination of Anti-Social Forces)

The Registered User warrants and covenants that it does not and will not have any of the following:

(1) The Registered User does not fall under the category of an organized crime group, a person for whom five (5) years has not yet passed since leaving an organized crime group, a quasi-member of an organized crime group, a related person of an organized crime group, a corporate racketeer, and any other anti-social forces (hereinafter collectively referred to as, “Anti-Social Forces”);
(2) The Registered User is not in any relationship whereby it is involved with the Anti-Social Forces by providing funds or favors to it or receiving favor from the Anti-Social Forces;
(3) In addition to what is provided for in the preceding items, the Registered User is not in a relationship deemed socially reprehensible with any Anti-Social Forces.

In the event that the Registered User is found to fall under any of the items of the preceding paragraph, the Company may terminate the Service Usage Agreement without notice, provided, however, that, the Company shall not be liable for any damage incurred by users of the Service as a result of the termination under this paragraph whatsoever. If damage occurs to the Company, the Registered User shall be liable for such damage.

Article 19 (No Transfer of Rights and Obligations)

The Registered User may not transfer to any third party, success, pledge as security, or otherwise dispose of any rights or obligations of the Registered User hereunder or its contractual status of these Terms without the prior written consent of the Company.
In the event that the Company transferred its business related to the Service to a third party, or the Company transferred its business related to the Service by general succession due to a merger or a demerger where the Company becomes an extinct company or a demerger company, the Company may, in connection with a such business transfer, transfer its contractual status, rights, and obligations of the Service Usage Agreement, and information on the Registered User to the transferor or the transferee of such business transfer, and the Registered User shall consent thereto in advance.

Article 20 (Severability)

In the event that any provision of these Terms or a part thereof is found invalid or unenforceable, it shall not have any effect on other parts of these Terms. The remainder of these Terms shall remain in full force and effect. The Company and the Registered User shall immediately amend these Terms to ensure intent or equivalent effect to such invalid or unenforceable provisions or part thereof and agree to be bound by these amended Terms.
Even if any provision of these Terms or a part thereof is found invalid or unenforceable due to the relationship with a certain Registered User, it shall not affect the effectiveness of the relationship with another Registered User.

Article 21 (Survival)

article 7.3 to article 7.5, article 8 to article 10, article 11.2 and article 11.4, article 12.3 to article 12.5, article 13.4, article 14 to article 17, article 18.2, article 19 to article 22, and any other provisions that are intended to survive by its nature of term shall survive the expiration of the Service Usage Agreement.

Article 22 (Governing Law and Jurisdiction)

These Terms shall be governed and construed in accordance with the laws of Japan, and any dispute arising out of, or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court in the first instance, depending on the amount of suit.

Article 23 (Consultation)

If there is any matter not stipulated herein or doubts arise in the interpretation of these Terms, the Company and the Registered User shall promptly resolve such matter or doubt upon mutual consultation in accordance with the principle of good faith and fair dealing.