This is an English translation for reference only. The Japanese original is authoritative in case of conflict.
Established: 2020.8.1 / Last revised: 2023.9.20
[Medi-LX Individual Membership Agreement]
Chapter 1 Individual Membership Agreement
Article 1 (Application)
1. Medi-LX Inc. (hereinafter "the Company") establishes this Membership Agreement with respect to the use of all services provided by the Company.
2. This Membership Agreement applies to all matters pertaining to the use of all services provided by the Company (hereinafter collectively the "Services") by members of the Company (hereinafter "Members").
Article 2 (Scope of the Membership Agreement)
1. In addition to the main text of this Membership Agreement, if the Company separately establishes any of the following items (hereinafter the "Terms of Use, etc."), such items shall also form part of the Membership Agreement and apply to Members' use of the Services (hereinafter, references to "Membership Agreement" shall include the "Terms of Use, etc.").
(1) Rules of use established for each service and displayed on that service as "Terms of Use," "Notes on Use," "Guidance," or otherwise regardless of name, as well as rules of use announced on the Company's website regarding the use of each service.
(2) In addition to the preceding item, notices posted from time to time on the Company's website concerning Member qualifications, rights, use of the Services, and other necessary matters.
2. Unless a specific effective date is otherwise provided, the Terms of Use, etc. referred to in the preceding paragraph shall take effect at the time the Company displays them on the relevant service, and the Member shall be deemed to have consented to them at the same time.
3. In the event of any inconsistency between the main text of this Membership Agreement and the Terms of Use, etc., the provisions of the Terms of Use, etc. shall prevail.
Article 3 (Modification of the Membership Agreement)
1. The Membership Agreement may be added to or modified without obtaining the Member's consent.
2. Additions or modifications to the Membership Agreement may be made by giving Members 30 days' prior notice, and the added or modified Membership Agreement shall apply to subsequent use of the Services.
Chapter 2 Contents of the Services
Article 4 (Contents of the Services)
1. The Services provided by the Company shall be those displayed on the Company's website, and shall in principle consist primarily of the information services listed in the following items. The contents of the Services are limited to those that the Company can reasonably provide.
(1) "Medi-EYE" service
(2) "Medi-L" service
(3) Other services provided incidental to the preceding items
2. "Medi-EYE" is, in principle, limited to Corporate Member contracts only.
3. "Medi-L" is, in principle, limited to Individual Member contracts only.
4. Even information registered with the Company may, depending on the type of information, be excluded from the scope of the Services listed in each item of Paragraph 1.
5. The Company may establish rules under any name, separate from the Membership Agreement, concerning the contents, methods of use, conditions of use, etc. of the Services. In such cases, those rules shall apply in preference to the Membership Agreement with respect to the relevant service.
Article 5 (Addition or Modification of the Services)
The Services may, without the Member's consent, be added to, have their content or name changed, or be discontinued as appropriate.
Article 6 (Intellectual Property Rights)
1. Except as otherwise provided in individual rules, all intellectual property rights and the like (including but not limited to ownership, patent rights, copyrights, portrait rights, and publicity rights; hereinafter the "IP Rights, etc.") relating to the Services, etc. belong to the Company or to third parties holding such rights. In using the Services, etc., the Member shall not acquire any rights to the IP Rights, etc., except as provided in these Terms, and the Company grants the Member a non-exclusive, non-transferable license and right to use the IP Rights, etc. solely on the Member's device in accordance with these Terms for the purpose of using the Services, etc.
2. The Member shall not engage in any act that infringes the IP Rights, etc. or any other rights relating to the Services, etc.
3. Except as otherwise provided in individual rules, all IP Rights, etc. (including the rights provided under Articles 27 and 28 of the Copyright Act of Japan) in all information (including image data; hereinafter "Provided Information") that the Member provides to the Company through the Services, etc. shall be retained by the Member. However, the Member grants to the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works from, display, and perform the Provided Information. The Member also grants to other Members a non-exclusive license to use, reproduce, distribute, create derivative works from, display, and perform the Provided Information.
4. The Member represents and warrants to the Company that the Member has lawful rights to provide the Provided Information and that the Provided Information does not infringe the rights of any third party.
5. The Member agrees not to exercise moral rights of authorship against the Company or any party who has succeeded to, or been granted, rights by the Company.
Chapter 3 Members
Article 7 (Members)
1. A "Member" is a person who applies for the Company's services through procedures separately prescribed by the Company and whose application the Company has approved.
2. A prospective Member shall register with the Company upon accepting this Membership Agreement and apply for the Company's services; upon becoming a Member, the person shall be deemed to have accepted this Membership Agreement.
3. After accepting the application for membership and for services, the Company shall approve membership following necessary screening and procedures. Even when an application has been received, the Company may decline to approve membership if its screening determines that granting membership would be problematic.
Article 8 (Prohibition of Assignment of Membership, etc.)
Members may not assign, lend, or pledge as collateral to any third party their membership or any rights held against the Company as a Member. Members may not transfer their obligations as a Member to any third party without the prior written consent of the Company.
Article 9 (Notification of Changes)
1. If any change occurs in a Member's address, telephone number, credit card number or expiration date, or any other matter the Member has notified the Company of during the Company's prescribed procedures, the Member shall promptly notify the Company of the change in a manner separately determined by the Company. The name registered at the time of enrollment may not, except for a change of surname due to marriage, be changed without the Company's approval.
2. The Company shall bear no responsibility for any disadvantage suffered by the Member until the notification in the preceding paragraph is made, or resulting from failure to make such notification.
Article 10 (Suspension of Use / Withdrawal)
1. A Member who wishes to suspend use of the Services shall submit a service-use-suspension notice to the Company in accordance with the Company's prescribed procedures; upon the Company's receipt of such notice, the Member shall be deemed to have suspended use of each service. Even when a Member suspends use of the Services, any usage fees or other monetary obligations already received by the Company shall not be refunded.
2. A Member who wishes to withdraw shall submit a withdrawal notice to the Company in accordance with the Company's prescribed procedures; upon the Company's receipt of such notice, the Member shall be deemed to have withdrawn from the Company.
3. In the case of an Individual Member, if the Member dies, the Member shall lose the right to use each service.
Article 11 (Expulsion)
1. If a Member falls under any of the following items, the Company may, without any notice or demand, immediately expel the Member, and upon expulsion the Member shall lose membership.
(1) When the Member has committed any of the prohibited acts under Article 17 or Article 18.
(2) When the Member has otherwise violated the Membership Agreement.
(3) When there is a falsehood in information submitted to the Company.
(4) When the Member has failed to pay usage fees or any other amount owed to the Company.
(5) In the case of credit card payment, when the use of that credit card or payment account has been suspended.
(6) When the Company otherwise determines that the Member is unsuitable as a Member.
2. When expelled under the preceding paragraph, the Member shall forfeit the benefit of time with respect to all usage fees and other payment obligations owed to the Company, and shall immediately pay the full amount to the Company.
Chapter 4 Use and Obligations of Members
Article 12 (Preparation and Maintenance of Equipment)
The Member shall, at the Member's own expense and responsibility, arrange and maintain all equipment, software, and other facilities necessary to use the Services, as well as any line-use contracts, subscriptions to internet-connection services, and any other preparations necessary for use of the Services.
Article 13 (Compliance with the Membership Agreement, etc.)
1. The Member shall comply with the Membership Agreement when using the Services.
2. Where the Company has established procedures for the use of individual services, the Member shall use such individual services after completing those procedures.
Article 14 (Responsibilities of Members)
1. The Member shall bear all responsibility for information transmitted through the use of the Services.
2. The Member shall bear responsibility for any and all acts performed using the Member's ID, regardless of whether the Member personally performed the act.
3. If the Member receives a demand or claim from another Member or any third party, or has a demand or claim against another Member or any third party, the Member shall handle and resolve such demand, claim, or resulting dispute at the Member's own expense and responsibility, and shall not cause any inconvenience or damage to the Company.
4. If the Member causes damage to the Company in connection with the preceding paragraphs or otherwise through the use of the Services, the Member shall compensate for such damage.
Article 15 (Management of ID and Password)
1. The Member shall be responsible for the use and management of the ID and password granted by the Company. Regardless of whether due to the Member's intention or negligence, the Member shall bear any damage (including usage fees and other payment obligations incurred for services used with that ID and password) arising from the use of the ID and password by a third party.
2. The Member shall not transfer, lend, change the name of, pledge as collateral, or otherwise make available for third-party use the Member's ID and password.
3. If the Member's ID and password are being used by a third party or there is a risk thereof, or if the Member forgets the password, the Member shall immediately notify the Company and follow the Company's instructions.
Article 16 (Respect for Copyrights, etc.)
The Member acknowledges that information obtained through the Services is subject to copyrights, trademarks, patent rights, and other intellectual property rights of the Company or information providers, and shall not, without the rights holder's permission, reproduce, adapt, distribute, publish, use, exercise, or otherwise exploit such information — whether personally or through a third party — beyond the scope permitted by the Copyright Act, Trademark Act, Patent Act, or other intellectual-property-related laws.
Article 17 (Prohibition of Business Activities)
Except where approved by the Company, the Member shall not engage in business activities (including any act for the purpose of profit and any preparatory or preliminary acts) through the Services.
Article 18 (Prohibited Acts)
In addition to matters specifically provided in the Membership Agreement, the Member shall not engage in any of the following acts in connection with the use of the Services.
(1) Acts that infringe, or make possible the infringement of, the copyrights, trademarks, patent rights, or other intellectual property rights of others.
(2) Acts that infringe, or make possible the infringement of, the property rights, privacy, portrait rights, or other personal rights of others.
(3) Criminal acts, or acts linked or potentially linked to crime.
(4) Dissemination of false information.
(5) Transmission of images, documents, etc. amounting to obscenity, child pornography, or child abuse.
(6) Establishing or soliciting participation in a pyramid scheme.
(7) Alteration or deletion of information on any service.
(8) Use of the Services under a false identity.
(9) Transmitting harmful programs such as viruses, or placing them in a state in which they may be received.
(10) Election campaigning or similar acts.
(11) Acts that interfere or may interfere with the Company's services.
(12) Acts that damage or may damage the Company's credit or property.
(13) Other acts that violate laws or regulations or are contrary to public order and morals.
Chapter 5 Usage Fees
Article 19 (Usage Fees)
Usage fees for the Services and other obligations arising through the Services shall be as separately determined by the Company.
Article 20 (Method of Payment)
The Member shall pay usage fees and other obligations arising through the Services by one of the following methods approved by the Company.
・Payment by a credit card approved by the Company
・Payment by a method separately determined by the Company
Article 21 (Payment)
1. On a prescribed settlement date each month (or on a prescribed settlement date once a year), the Company shall total the usage fees and other obligations incurred during that month (or that year) in connection with the Member's ID. However, the Company may, at its option, total the usage fees each time the Services are used.
2. The Company shall bill the amount totaled under the preceding paragraph in accordance with the payment method determined under the preceding Article, and the Member shall pay it in accordance with that payment method.
Article 22 (Late Payment Damages)
If the Member fails to pay usage fees or any other obligation by the due date, the Member shall pay late-payment damages at the rate of 14.6% per annum from the day following the due date until the date of full payment.
Chapter 6 Measures Relating to Service Operation
Article 23 (Cancellation by Subscriber)
The subscriber may cancel the service-use contract from the time two months have elapsed after enrollment as a Member. In this case, the full monthly usage fee for the month in which the cancellation date falls shall be payable.
If the subscriber cancels the service-use contract during the minimum term of use, the subscriber shall pay the Company, in a lump sum, an amount equal to the number of remaining periods multiplied by the monthly fee.
Article 24 (Temporary Suspension of ID)
1. If any of the following applies, the Company may, without the Member's consent, temporarily suspend the use of the Member's ID.
(1) When the Member cannot be reached by telephone, fax, or email.
(2) When mail sent to the Member is returned undelivered.
(3) In addition to the preceding items, when the Company determines the situation to be of high urgency.
2. The Company shall not be liable for any damage arising to the Member from inability to use the Services as a result of the measures in the preceding paragraph.
Article 25 (Suspension of Services)
1. In any of the following cases, the Company may temporarily suspend all or part of the Services without prior notice to Members.
(1) When maintenance of the service equipment is necessary.
(2) When the Services cannot be provided due to a failure of social infrastructure such as a power outage or fire.
(3) When the Services cannot be provided due to force majeure such as natural disaster, war, or riot.
(4) When the Services cannot be provided due to measures taken under laws or regulations.
(5) When the Company otherwise determines that suspension of the Services is necessary for operational or technical reasons.
2. The Company shall not be liable for any damage arising to the Member as a result of suspension of the Services under the preceding items.
Article 26 (Discontinuation of Services)
1. The Company may discontinue all or part of the Services by giving prior notice on each service.
2. The Company shall not be liable for any damage arising to the Member as a result of discontinuation of the Services under the preceding paragraph.
Article 27 (Deletion of Information)
The Company may, without prior notice to the Member, delete information registered by the Member with the Company at the Company's discretion, including due to expiration of a period determined by the Company, excess volume of information, facility maintenance, service operation, suspected violation of the Membership Agreement, or other grounds. This, however, does not mean that the Company bears an obligation to delete.
Article 28 (General Disclaimer)
1. The Company does not warrant the accuracy, safety, or usefulness of the services or information relating to the Services, etc., and the Member shall use the Services, etc. at the Member's own responsibility. Even if the Member or a third party suffers damage as a result of the services or information relating to the Services, etc., the Company bears no responsibility for such damage. Furthermore, if the Member causes damage to another Member or third party, or a dispute arises between the Member and another Member or third party, in connection with the use of the Services, etc., the Member shall resolve such matter at the Member's own expense and responsibility and shall not cause any damage to the Company.
2. Except as expressly provided in these Terms, the Company shall not be liable for any damage suffered by the Member arising from the provision, delay, modification, suspension, or discontinuation of the Services, etc., the leakage or loss of information registered or provided through the Services, etc., or otherwise in connection with the Services, etc.
3. Depending on the environment of the Member's device or communication environment, the Services, etc. may not operate properly; the Company shall not be liable for any damage suffered by the Member as a result.
4. Even if the Member's device becomes infected with a computer virus or the like in connection with downloading, installing, or using the Services, etc. and the Member suffers damage thereby, the Company shall not be liable.
5. Even where the Company is liable to the Member for damages under the Consumer Contract Act or otherwise, the Company's liability with respect to the Services, etc. shall be limited to direct and ordinary damages and shall not include indirect damages such as lost profits or lost business opportunities, and shall in any event be capped at the amount of usage fees, etc. actually received from the Member.
6. The Company shall bear no liability for the loss (including deletion by the Company) or alteration by others of information registered by the Member on the Company.
Article 29 (Compensation for Damages)
If the Member causes damage to the Company by an act in violation of these Terms or by any wrongful or illegal act, the Member shall compensate the Company for all damages suffered as a result.
Chapter 7 Protection of Personal Information
Article 30 (Handling of Personal Information)
1. The Company shall appropriately handle the personal information of Members obtained through the Services (meaning information relating to personal attributes that Members have kept non-public on the Company; hereinafter the same).
2. Except in the following cases, the Company shall not use Members' personal information for any purpose other than the provision of the Services.
(1) When sending to Members emails or direct mail for advertising and promotional purposes of the Company or the Company's business partners, etc.
(2) When sending emails to Members to request consent regarding the use of personal information.
(3) Other cases with the Member's consent.
3. The Company is not bound by the obligation in the preceding paragraph in the case of legally mandated procedures.
4. For purposes such as the development of new services and the improvement of service operation, the Company may aggregate and analyze Members' personal information and process it in a form that does not allow identification or specification of individuals. Information so processed shall not be subject to Paragraphs 1 and 2.
Chapter 8 Miscellaneous
Article 31 (Confidentiality)
1. The Company and the Member shall not, either during the term of membership or after loss of such status, disclose to any third party, or use for any purpose other than that for which it was provided, any business or technical information of the Company or the Member obtained through the Services that is marked or designated as confidential (hereinafter "Confidential Information"). Information falling under any of the following items is, however, excluded from Confidential Information.
(1) Information already publicly known at the time of disclosure, or that becomes publicly known after disclosure through no fault of the receiving party.
(2) Information already held by the receiving party at the time of disclosure by the disclosing party.
(3) Information lawfully obtained by the receiving party from a third party without any obligation of confidentiality.
(4) Information independently developed by the receiving party, not based on Confidential Information, after disclosure by the disclosing party.
2. The Company and the Member shall manage Confidential Information disclosed by the other party with the due care of a prudent manager.
3. Upon termination of the membership contract or upon request by the other party, the Company and the Member shall return or destroy Confidential Information disclosed by the other party in accordance with the other party's instructions.
Article 32 (Jurisdiction)
Any litigation between a Member and the Company shall be subject to the exclusive agreed jurisdiction of the court of first instance having jurisdiction over the location of the Company's head office.
Article 33 (Governing Law)
The Membership Agreement shall be governed by the laws of Japan.
Article 34 (Severability)
Even if any provision of these Terms or part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or any other law or regulation, the remaining provisions of these Terms and the remaining portions of any provision determined to be partially invalid or unenforceable shall remain in full force and effect.
Supplementary Provisions
This Membership Agreement shall take effect on October 1, 2020.
[Medi-LX Corporate Membership Agreement]
Chapter 1 Corporate Membership Agreement
Article 1 (Application)
1. Medi-LX Inc. (hereinafter "the Company") establishes this Corporate Membership Agreement with respect to the use of all services provided by the Company.
2. The Corporate Membership Agreement applies to all matters pertaining to the use of all services provided by the Company (hereinafter collectively the "Services") by corporate members of the Company (hereinafter "Corporate Members").
3. The Corporate Membership Agreement is established as a special rule of the "Medi-LX Individual Membership Agreement" applicable only to Corporate Members. Accordingly, matters not provided for in the Corporate Membership Agreement shall, in the case of use by a Corporate Member, be governed by the "Medi-LX Individual Membership Agreement"; and where the "Medi-LX Individual Membership Agreement" and the Corporate Membership Agreement contain different provisions on the same matter, the Corporate Membership Agreement shall prevail with respect to use by Corporate Members.
Article 2 (Modification of the Corporate Membership Agreement)
1. The Corporate Membership Agreement may be added to or modified without obtaining the Corporate Member's consent.
2. Additions or modifications to the Corporate Membership Agreement may be made by giving Corporate Members 30 days' prior notice, and the added or modified Corporate Membership Agreement shall apply to subsequent use of the Services.
Chapter 2 Contents of the Services
Article 3 (Application for Use)
1. A party wishing to become a Corporate Member shall apply for each service through procedures separately prescribed by the Company; after screening, the Company will approve enrollment and use. Depending on the results of screening, enrollment or use may not be approved.
2. For purposes of enrollment screening, the applicant may be required to submit documents such as a certified copy of the commercial registry, qualification certificates, and a certificate of seal impression.
Chapter 3 Use of the Services
Article 4 (Number of Users)
1. Under a single Corporate Member contract, a Corporate Member may register one ID/password and may allow the directors, employees, servants, students, etc. of the Corporate Member (hereinafter "Employees, etc.") to use the Company's services (there is no upper limit on the number of student accounts granted).
2. If a Corporate Member wishes to use more than one ID, it shall conclude an additional separate Corporate Member contract with the Company.
Article 5 (Administrative Manager)
1. The Corporate Member shall designate, from among its Employees, etc., a person responsible for managing the Corporate Member's use of the Services (hereinafter "Administrative Manager"), and notify the Company of the Administrative Manager's affiliation, title, name, and other necessary information.
2. The Administrative Manager shall appropriately manage the ID/password in connection with changes of users, etc.
3. Unless otherwise provided, the Company shall, through the Administrative Manager, give notices, communications, and carry out other interactions with the Corporate Member.
Article 6 (Users)
1. The Corporate Member may designate, from among its Employees, etc., those designated by the Administrative Manager as users of the Services (hereinafter "Users").
2. Use of the Services by a User under the preceding paragraph shall be treated by the Company as valid use by the Corporate Member to which the User belongs, and the Company may charge the prescribed usage fee.
Article 7 (Compliance with the Membership Agreement)
1. The Corporate Member shall cause Users to comply with the "Medi-LX Individual Membership Agreement" and the "Medi-LX Corporate Membership Agreement" (collectively, the "Membership Agreement").
2. If a User violates the Membership Agreement, the Company may cancel that User's use of the Services or terminate the Corporate Member contract.
3. If the Administrative Manager or a User causes damage to the Company or a third party in connection with the use of the Services, the Corporate Member shall compensate for such damage.
Article 8 (Prohibited Acts)
1. If a User of a Corporate Member commits any of the prohibited acts defined in Article 18 of the Individual Membership Agreement, the Company may suspend use of the Services and may request appropriate measures from the Corporate Member's Administrative Manager.
2. If, during the contract term, illegal downloading of content is discovered, the Company may notify the Corporate Member's Administrative Manager of the facts and request appropriate measures, including suspension of use.
Chapter 4 Usage Fees
Article 9 (Usage Fees)
1. The Corporate Member shall pay to the Company, in a lump sum in accordance with the payment terms set forth in the corporate contract, usage fees arising from Users' use of the Services.
2. Even if the contract is cancelled during its term, fees shall in no event be refunded.
3. With respect to per-service usage fees, fee structure, usage fees for new services, etc., the Company may, at any time and without obtaining the Corporate Member's consent, change or add fees by giving at least one month's prior notice.
Chapter 5 Discontinuation and Termination of Service Use
Article 10 (Discontinuation of Service Use)
If a Corporate Member discontinues use of the Services, it shall apply for and notify the Company of such discontinuation in a manner separately determined by the Company.
In such case, discontinuation shall take effect as of the date and time the application or notification is made during use of the Services.
Article 11 (Termination)
If either the Corporate Member or the Company falls under any of the following items, the party concerned shall automatically forfeit the benefit of time and shall immediately perform its monetary obligations to the other party, and the other party may terminate the Corporate Member contract immediately without any notice or demand.
(1) When a petition for attachment, provisional attachment, provisional disposition, or auction is filed.
(2) When the party is delinquent in the payment of taxes or public dues and receives a demand for payment, or is subject to a preservation attachment.
(3) When a bill or check is dishonored.
(4) When a petition for bankruptcy, corporate liquidation, commencement of corporate reorganization proceedings, commencement of civil rehabilitation proceedings, or any other legal liquidation procedure is filed, or when the party enters liquidation.
(5) When the party resolves upon dissolution, merger, or transfer of all or a material part of its business.
(6) When, despite a demand with a reasonable period, a breach of the corporate contract or of the Membership Agreement is not cured.
(7) When a User falls under Article 11 of the "Medi-LX Individual Membership Agreement".
(8) When there is a falsehood in the items reported to or registered with the Company by the Corporate Member.
(9) When the Company determines that the party falls under, or has any business, personal, or financial relations with, organized crime groups, members of such groups, organizations affiliated with such groups, corporate extortionists (sokaiya), groups engaged in criminal activities under the pretext of social activities, special intelligence criminal groups, or related persons (collectively, "Anti-Social Forces").
Chapter 6 Miscellaneous
Article 12 (Jurisdiction)
Any litigation between a Corporate Member and the Company shall be subject to the exclusive agreed jurisdiction of the court of first instance having jurisdiction over the location of the Company's head office.
Article 13 (Governing Law)
The Membership Agreement shall be governed by the laws of Japan.
Article 14 (Severability)
Even if any provision of these Terms or part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or any other law or regulation, the remaining provisions of these Terms and the remaining portions of any provision determined to be partially invalid or unenforceable shall remain in full force and effect.
Supplementary Provisions
This Membership Agreement shall take effect on October 1, 2020.