BONX SERVICE TERMS OF USE / Terms and Conditions ver. 2.1

Amended: July 20, 2017

ARTICLE 1. SCOPE

BONX service terms of use (“Terms of Use”) shall provide for the terms of use of the “BONX” earphone (“Product,” defined in ARTICLE 2.3, which means a wireless earphone device provided by BONX INC. (“Company”)) provided by the Company, and your use of the “BONX” application (“Services,” which means a system for operating the Product with the Portable Terminal (defined in ARTICLE 2.2)).

ARTICLE 2. DEFINITIONS

In this Terms of Use, the following terms shall have following meanings:
2.1 “Customer” means any individual or legal entity that uses the Services.
2.2 “Portable Terminal” means a portable device for using the Services such as a smartphone, a tablet etc.
2.3 “Product” means the wireless earphone device (“BONX®,” the name of the device) worn on the Customer’s ear, connected to the Customer’s Portable Terminal by wireless communication (Bluetooth®).
2.4 “Service Contract” means a contract which comes into effect pursuant to ARTICLE 6, and which includes rights and obligations in relation to the use of the Services.
2.5 “Equipment for the Services” means any type of computer, server, middleware, telecommunications facility and other software which the Company uses for the purpose of providing the Services.
2.6 “Platform” means web service etc. (including web service at which the Service can be purchased, such as GooglePlay® and AppStore®) which the Company uses for the purpose of selling the Services.
2.7 “Intellectual Property Rights etc.” means copyright (including rights set forth in Article 27 and 28 of Copyright Act (Law number: Act No. 48 of 1970)), patent, utility model right, trademark right, design right and other intellectual rights (including acquisition of those rights or application for registration of these rights) and know-how.

ARTICLE 3. NOTICE

3.1 All notices given to the Customer by the Company shall be provided by means and methods reasonably determined by the Company, including an e-mail, a display on the Services, or a post on the website of the Company.
3.2 In cases where the Company notices to the Customer by an e-mail, a display on the Services or a post on the web page of the Company pursuant to ARTICLE 3.1, the notices shall be effective as of the date when the notices are sent by e-mail, displayed on the Services or posted on the website of the Company.

ARTICLE 4. MODIFICATION

4.1 The Company may add, modify or delete (“Modification etc.”) the Terms of Use from time to time. In this case, the modified Terms of Use shall be applied to terms of use of the Customer.
4.2 Unless otherwise stipulated by the Company, the Modification etc. set forth in ARTICLE 4.1 shall be effective one (1) week after a display of the modified Terms of Use on the website of the Company or the Services. The Customer shall be deemed to agree with the Modification etc. by using the Services after lapse of such period.

ARTICLE 5. USER REGISTRATION

5.1 Any and all intending users of the Service shall provide the Company with the information separately designated by the Company for the purpose of using a part of the Services (including the services open to public in the future).
5.2 Intending users, when registering pursuant to ARTICLE 5.1, shall provide the Company with true, accurate and latest information.
5.3 In cases where the Terms of Use is terminated or cancelled by the method separately designated by the Company, the Company shall have no obligation to maintain the registered information on and after the date of termination or cancellation.

ARTICLE 6. SERVICE CONTRACT

6.1 At the time when intending users start to use the Services, the Service Contract, the content of which is the same as the Terms of Use, shall come into effect. Intending users shall use the Services on the premise that they agreed to the Terms of Use, and the Customer shall be deemed to have agreed to all the contents of the Terms of Use when starting to use the Service.
6.2 Notwithstanding the provision of ARTICLE 6.1 or other provisions provided in the Terms of Use, the Company may refuse to enter into the Service Contract in cases where the Customer or applicants have fallen under any of the following cases:
(i) In cases where the Service Contract has been canceled due to default of payment in relation to the Services or due to violation of the Service Contract;
(ii) In cases where any false statement, incorrect statement, or omissions are found in User Registration;
(iii) In cases where the Company concludes that the Customer is likely to default his/her payment based on obligation under the Service Contract, such as monetary liability;
(iv) In cases where the applicant provides the same or similar products or services as the Services; or
(v) In cases where the Company concludes inappropriate to enter into the Service Contract.
In these cases provided above, the reasons of refusing to enter into the Service Contract shall not be disclosed.

ARTICLE 7. THE CONTENTS OF THE SERVICES

The detail of contents of the Services shall be posted on the Company’s website or the Services.

ARTICLE 8. SETUP AND MAINTENANCE FOR USING THE SERVICES

8.1 As a premise of using the Services, the Customer shall prepare Internet connection for downloading the Services, and the Bluetooth®-compatible Portable Terminal which required for connecting the Product on the Customer’s own responsibility. The Company uploads information in respect to the Portable Terminal compatible with the Services (“Compatible Portable Terminal”) on the Services or the website of the Company, etc.
8.2 The information in respect to the Compatible Portable Terminal mentioned in ARTICLE 8.1 is merely reference information, and there are cases where the Portable Terminal shown as the Compatible Portable Terminal may remain inoperative. Notwithstanding that it is the Compatible Portable Terminal, the Customer shall confirm whether his/her Portable Terminal is compatible or not on the Customer’s responsibility, and the Company is not responsible for the information about whether the Portable Terminal is compatible or not.
8.3 The Company shall select all the Compatible Portable Terminal. The Company shall assume no responsibility for any damages resulting from using non-compatible Portable Terminals.
8.4 The Company may contact the Customer who allowed the Company to contact them for providing information in respect to products or service of the Company. Any information that Customer provides to the Company shall be handled with the greatest care pursuant to the Company’s Privacy Policy (https://dbw21w3e3djki.cloudfront.net/en/privacy/).
8.5 The Customer shall take security measures at the Customer’s own expenses and on his/herr own responsibility, including prevention of the Customer’s PC from being infected with computer viruses, protection from unauthorized accesses and data leaks, according to the Customer’s user environment of the Services.
8.6 In cases where the Customer damages to the Company by violating the Terms of Use or the Service Contract, or in relation to the use of the Service, the Customer shall compensate the damages to the Company.

ARTICLE 9. PAYMENT OBLIGATION

9.1 The fees for the Services shall be determined in accordance with the price list separately presented by the Company.
9.2 While using the Services, the Customer shall pay fees stipulated in the price list together with consumption tax on the time and by the method separately designated by the Company. In cases where the Customer does not complete the payment, the Company may determine that it shall stop providing the Services to such Customer.
9.3 Even if the Services are not be able to be provided due to suspension or cessation of the Services as stipulated in ARTICLE 12. (Suspension or Cessation of the Services), the Company shall not be liable to refund the fees which has already been received under any circumstances.
9.4 The Customer shall use the Products after reading the instruction manual and the precautions etc., and the Company shall not be liable for being unable to use the Product or other trouble in relation to the Product resulted from the use of the Products in violation of the instruction manual and the precautions.

ARTICLE 10. TERMINATION OF THE SERVICE CONTRACT BY THE COMPANY ETC.

10.1 The Company shall be entitled to terminate or suspend the Service Contract in whole or in part without prior written notice or demand in cases where the Customer falls into any of the following items:
(i) In cases where any false statement, incorrect statement, or omissions are found in User Registration or in other notices;
(ii) In cases where payment is suspended or becomes insolvent;
(iii) In cases where a bill or a check is dishonored;
(iv) In cases where any seizure, provisional seizure or petition for an auction is filed, or the national tax delinquency is executed;
(v) In cases where a petition in bankruptcy, company rehabilitation procedure, or civil rehabilitation procedure is filed, or material adverse changes about its financial standings occurs;
(vi) In cases where the approval of business is rescinded or suspended by supervisory authorities;
(vii) In cases where violations of the Service Contract occurs and such violation has not been cured within a reasonable period after the Company demanded to cure it;
(viii) In cases where dissolution, capital reduction or assignment of all or material portion of business is decided;
(xi) In cases where the fact that the Customer has provided or will provide the same or similar service as the Services became evident;
(x) In cases where the Customer engages in antisocial activities, falls under the antisocial forces, or has any relationship with the antisocial forces; and
(xi) In cases where the Company concludes that any event which makes it difficult to implement the Service Contract occurs.

10.2 In the event that the Customer falls under any of the items above, all sums which the Customer owes the Company shall be immediately due and payable, and the Customer shall pay immediately, if any, outstanding fee or default interest.

ARTICLE 11. PROHIBITED ACTS

11.1 The Customer shall be prohibited from doing following acts or from doing acts that the Company considers to fall under following acts. In cases where the Customer’s act falls under or the Company deems it to fall under following items, the Company shall be entitled to terminate or suspend the Service Contract in whole or in part without prior demand or notice:
(i) Violating laws and regulations, taking criminal actions, violating the purpose of use designated by the Company, or violating the Terms of Use or the Service Contract;
(ii) Committing a fraud or intimidating against the Company, any other customers who use the Services and any other third parties;
(iii) Offending public order and morals;
(iv) Infringing on the intellectual property right, portrait right, privacy, honor or other rights or interests of the Company, any other customers who use the Services or any other third parties;
(v) Giving an excessive load to the network or the system of the Services;
(vi) Taking any actions that are likely to impede the operation of the Services;
(vii) Analyzing the Services or the Product including reverse engineering;
(viii) Unauthorized access or an attempt of unauthorized access to the Company’s network, system or the Product;
(xi) Impersonating a third party;
(x) Promoting, advertising, soliciting, or carrying on business on the Services without the Company’s permission;
(xi) Giving disadvantages, damage or displeasure to any other customers who use the Services or to any other third parties;
(xii) Giving profit to an antisocial forces; and
(xiii) Redistributing, lending or selling the Services or the Product without the Company’s permission.
11.2 In case that the Customer’s act falls under each provision of ARTICLE 11.1, or the Company determines so, the Company may delete the whole or part of information which such Customer provided, or take other measures, at the Company’s own discretion without prior notice to such Customer. The Company shall not be liable for any damage to such Customer resulted from the measure the Company took under this ARTICLE 11.2.

ARTICLE 12. SUSPENSION OR CESSATION OF THE SERVECES

12.1 The Company shall be entitled to temporally suspend the Services without prior notice to or consent of the Customer in case falling under any of following items:

(i) Regular or emergency maintenance of the Services;
(ii) In cases where the Services may not be able to be provided due to act of God, blackout, war, riot, labor dispute or other force majeure;
(iii) In cases where the Services may not be able to be provided due to interruption or suspension of telecommunications services by a telecommunications carrier etc.;
(iv) In cases where the Services may not be able to be provided due to the circumstances of the Platform; or
(v) Any other situations that the Company deems it necessary to suspend the Services due to operational or technical reasons.

12.2 In cases where an act of the Customer falls under each item provided in ARTICLE 10 (Termination of the Service Contract by the Company etc.), or in cases where the Customer violates the Service Contract including but not limited to default of payment, the Company shall be entitled to cease the Service Contract in whole or in part without prior notice or acceptance.
12.3 The Company shall not be liable for damages to the Customer or any other third parties resulted from impossibility of providing the Services due to each item provided in ARTICLE 12.1 and 12.2.

ARTICLE 13. DISCONTINUATION OF THE SERVICES

The Company shall discontinue the Services in whole or in part in case falling under any of following items, and shall notify the Customer of the fact to discontinue the Services and the date of discontinuation (excluding the case provided in ARTICLE 13(ii)).
(i) In cases where the Company notifies the Customer of the Company’s decision to discontinue the Service thirty (30) days prior to the date of discontinuation;
(ii) In cases where providing the Services become impossible due to act of God, blackout, war, riot, labor dispute or other force majeure; or
(iii) In cases where providing the Services become impossible due to interruption or suspension of telecommunications services by a telecommunications carrier etc.

ARTICLE 14. INTELLECTUAL PROPERTY RIGHT ETC.

The Company and the person granted the license from the Company retain all Intellectual Property Rights etc. in relation to the Company’s website, the Services and the Products, and giving the Customer a permission of using the Services under the Terms of Use shall not mean to grant the Customer the license of the Intellectual Property Rights etc.

ARTICLE 15. CONFIDENTIALITY

15.1 “Confidential Information” in the Terms of Use shall mean any and all information relevant to the Company’s technology, marketing activities, businesses, finances, organization or other matters which the Company disclosed or provided to the Customer in writing, orally or by recording media etc., or which the Customer may know, in relation to the Terms of Use, the Service Contract or the Services; provided, however, the Confidential Information shall exclude;
(i) the information which was already publicly known at the time of provision or disclosure by the Company or at the time when the Customer knows, or the information which has been already known by the Customer at the time of provision or disclosure by the Company;
(ii) the information which becomes publicly known due to reasons not attributable to the Customer after the provision or disclosure by the Company or after the Customer knew;
(iii) the information legally obtained, without confidentiality obligation, from a third party who has authority to provide or disclose such information; and
(iv) the information individually developed without depending of the Confidential Information.

15.2 The Customer shall merely use the Confidential Information for the purpose of the use of the Services, shall not provide, disclose or reveal Confidential Information to a third party, and shall not analyze the Services or the Product by means of reverse compile, disassembling, reverse engineering or any other methods.

ARTICLE 16. PRIVACY POLICY

The Company shall properly retain any personal information of the Customers obtained in relation to the Services pursuant to the Company’s Privacy Policy (https://dbw21w3e3djki.cloudfront.net/en/privacy/) stipulated separately.

ARTICLE 17 EXEMPTION OF LIABILITY

17.1 The Company shall not be liable for damages to the Customer resulted from suspension, cessation, termination, unavailability or modification of the Services, from failure or damage of the Portable Terminal by downloading or using the Services, from unavailability of the Product and from any other reasons in relation to the Services.
17.2 In the case where the provision of ARTICLE 17.1, ARTICLE 12.3 (Suspension or Cessation of the Services), or other provisions in the Terms of Use shall be deemed to be unlawful or unenforceable under Consumer Contract Act (Law number: Act No. 61 of 2000) or any applicable law, the Company shall merely be responsible for direct damages to the Customer that would usually and actually arise, except from the Company’s intention or gross negligence; provided, however, in such case, the Company shall indemnify an amount not exceeding the amount of fee for twelve (12) months paid by the Customer to the Company by the time the damage occurred.

ARTICLE 18. RE-ENTRUSTMENT

The Company may at its sole discretion entrust a third party whole or part of operations that shall be required to provide the Services to the Customer. In this event, the Company shall place the third party under same obligations as the Company to comply with ARTICLE 16. (Privacy Policy) and other provisions in the Terms of Use in relation to performance of the re-entrustment.

ARTICLE 19. WARRANTY AGAINST DEFECTS

In cases where the Product shall have any latent defect that may not have been able to find by the inspection at the time of delivery, the Company shall cater to a demand to repair the Products or to change its components only if the Customer finds the defect and notifies the Company of it within one (1) year after the delivery. The Customer shall notify the Company of demand for replacement, repair or change of components within one (1) week after finding the defect by the method designated by the Company.

ARTICLE 20. TERM OF THE SERVICE CONTRACT

20.1 The Service Contract shall be valid for one (1) month period after the Customer started to use the Services; provided, however, until and unless canceled by the Customer in writing by one (1) day before the term of the Service Contract ends by the method designated by the Company, the Service Contract shall be automatically renewed for the same period under the same terms and conditions and the same shall apply thereafter.
20.2 In cases where the Customer desires to cancel the Service Contract, the Customer shall perform the cancellation procedure of the Service Contract by one (1) day before the term of the Service Contract by the method designated by the Company, and the Service Contract shall be terminated upon the expiration of the relevant period. In such case, the Customer shall pay monthly fee corresponding to the remaining period of the Service Contract as of the cancelation.

ARTICLE 21. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

The Customer shall not assign, have undertaken, offer as security nor dispose by any method the whole and any part of status as a party under the Service Contracts, and the whole and any part of rights or obligations in relation to the Terms of Use, to a third party without prior written consent thereto of the Company. The Customer shall agree that the Company may assign, have undertaken, offer as security or dispose by any method the whole or any parts of position in relation to the Service, status as a party under the Service Contract, and rights and obligations in relation to the Service Contract with prior notice to the Customer.

ARTICLE 22. CONSULTATION

Any matter not stipulated in the Terms of Use or any doubt arising with respect to any provision of the Terms of Use shall be resolved upon mutual consultation between the Company and the Customer. The invalidity of any provision of the Terms of Use shall in no way affect the validity of any other provisions of the Terms of Use and the invalid part shall be replaced with the valid part whose intent is the most similar to the invalid part.

ARTICLE 23. AGREEMENT OF JURISDICTION

Any dispute arising out of the Terms of Use shall be subject to the exclusive jurisdiction by consent of Tokyo District Court or Tokyo Summary Court.

ARTICLE 24. GOVERNING LAW

Conclusion, effect, performance and construction of the Terms of Use and the Service Contract shall be governed by the laws of Japan.