株式会社Medi-LX

株式会社Medi-LX

Medi-LX Membership agreement

2020.8.1
Revised: August 18, 2021

【Medi-LX Individual Membership Agreement】 Chapter 1 Individual Membership Agreement Article 1 (Application)
1. Medi-LX Inc. (hereinafter referred to as "the Company") sets forth the Membership Agreement with respect to the use of all services provided by the Company.
2. The Membership Agreement applies to all matters pertaining to the use of all services provided by the Company (hereinafter collectively referred to as "the Services") by its members (hereinafter referred to as "Members").

Article 2 (Scope of Membership Agreement)
1. In addition to this Membership Agreement, if the Company separately stipulates the following items (hereinafter referred to as the "Terms of Use, etc."), they shall also be part of the Membership Agreement and shall apply to members' use of the service (hereinafter simply "Membership Agreement" shall include the "Terms of Use, etc.").

⑴ Regardless of the name, such as "Terms of Use", "Terms of Use", "Information", etc., which are set forth for each service and displayed on each service, and the rules of use notified on our website regarding the use of each service.
⑵ In addition to the preceding item, notices regarding member qualifications, rights, use of services, and other necessary matters that may be displayed on the Company's website from time to time.

2. Unless otherwise specified, the Terms of Service in the preceding paragraph shall take effect when the Company displays the relevant Terms of Service on each service, and shall be deemed to have been approved by the member at the same time.

3. In the event of any discrepancy between the text of the Membership Agreement and the Terms of Service, etc., the provisions of the Terms of Service, etc. shall take precedence.

Article 3 (Modification of Membership Agreement)
1. The Membership Agreement is subject to additions and changes without the approval of the member.
2. Any additions or changes to the Membership Agreement may be made with a 30-day notice period, and any subsequent use of the service will be governed by the Membership Agreement as added or changed.
Chapter 2 Services Article 4 (Contents of Service)
1. The services provided by Minebea shall be those displayed on the Minebea website, and shall basically consist mainly of the information services described in the following items. The contents of the services are limited to those that can be reasonably provided by the Company.
⑴ 「Medi-EYE」Service
⑵ 「Medi-L」Service
⑶ 「Split & Share」Service
⑷ Other services provided incidental to the preceding items.

2. In principle, "Medi-EYE" is limited to corporate member contracts only.

3. In principle, "Medi-L" is limited to individual membership contracts only.

4. Even information registered with us may be exempted from the services described in each item of Section 1, depending on the type of information.

5. The Company may establish regulations of any name separate from the Membership Agreement regarding the contents, usage, terms and conditions, etc., of the service. In such cases, the relevant provisions shall take precedence over the Membership Agreement with respect to such services.

Article 5 (Addition or Change of Services)
Services may be added from time to time, or content, name, etc. may be changed or discontinued, without Member approval.

Article 6 (Intellectual Property Rights)
1. Except as otherwise provided in the Individual Rules, all intellectual property rights, etc. (including but not limited to ownership rights, patent rights, copyrights, portrait rights, publicity rights, etc.; hereinafter referred to as the "Intellectual Property Rights, etc.") related to the Services, etc. belong to the Company or third parties that own such rights. (including but not limited to ownership rights, patent rights, copyrights, portrait rights, publicity rights, etc.; hereinafter referred to as the "Intellectual Property Rights, etc.") belong to the Company or third parties holding such rights. The user shall not acquire any rights to the Intellectual Property Rights, etc. in using the Services, etc., except as provided in the Terms, and the Company grants to the user a non-exclusive, non-transferable license to use the Services, etc. only on the user's terminal machine in accordance with the Terms. (2) We grant to the user a non-exclusive and non-transferable license and right to use the Intellectual Property Rights, etc. only on the user's terminal machine in accordance with these Terms.

2. Users shall not engage in any acts that infringe upon the Intellectual Property Rights or any other rights related to the Service.

3. Except as otherwise provided for in the Individual Regulations, all information (including image data, hereafter referred to as "Provided Information") provided by users to the Company through the Service, etc. shall be subject to the Intellectual Property Rights, etc. (including the rights stipulated in Articles 27 and 28 of the Copyright Act). (including the rights stipulated in Articles 27 and 28 of the Copyright Act) shall be reserved to the user. However, the user shall not be liable for any loss or damage arising out of the use of the information provided. However, the user grants us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works from, display, and perform the provided information. You also grant to other users a non-exclusive license to use, reproduce, distribute, create derivative works from, display, and perform the Offered Information.

4. Users represent and warrant to us that they have the legal right to provide the information they provide and that the information does not infringe on the rights of any third party.

5. Users agree not to exercise their moral rights of authorship against the Company or any person who has succeeded to or been granted rights by the Company.
Chapter 3 Membership Article 7 (Membership)
1. A member is defined as a person who has applied for each service of the Company in accordance with procedures separately determined by the Company and approved by the Company.

2. Prospective members shall register with the Company and apply for each of the Company's services upon acceptance of this Membership Agreement, and upon becoming a member, shall be deemed to have accepted this Membership Agreement.

3. After accepting an application for membership and services, the Company will approve membership after the necessary screening and procedures. Even after receiving an application for membership, the Company may not approve membership if the Company's screening process determines that there are obstacles to making the applicant a member.

Article 8 (Prohibition of transfer of membership, etc.)
Members may not assign, lend, or grant as collateral to a third party their membership status or any rights they may have against the Company as a member. Members may not transfer their obligations as a member to a third party without the prior written consent of the Company.

Article 9 (Notification of Change)
1. Members shall promptly notify the Company of any change in their address, telephone number, credit card number or expiration date, or any other information they have provided to the Company in the course of the procedures specified by the Company. The name registered at the time of admission to membership may not be changed without the Company's approval, except for a change of surname due to marriage.

2. The Company shall not be liable for any disadvantages incurred by the member until the member submits the notification described in the preceding paragraph, or for any failure to submit the notification.

Article 10 (Suspension of Service Use and Withdrawal of Membership)
1. If a member wishes to stop using the services, the member shall submit a notice of service suspension to the Company in accordance with the procedures prescribed by the Company, and upon receipt of such notice of service suspension by the Company, the member shall be deemed to have stopped using each service. Even if a member suspends service use, no refunds will be made for service fees or other financial obligations already received by the Company.

2. If a member wishes to withdraw from membership, the member shall submit a notice of withdrawal to the Company in accordance with the procedures specified by the Company, and upon receipt of such notice of withdrawal by the Company, the member shall be deemed to have withdrawn from membership with the Company.

3. If a member is an individual member, and the member dies, the member shall be disqualified from using each service.

Article 11 (Expulsion)
1. If a member falls under any of the following items, the Company may immediately expel the member from the Company without notice or demand, and the member will lose his/her membership.
⑴When a member engages in any of the prohibited acts described in Articles 17 and 18.
⑵Other violations of the Membership Agreement
⑶When there is a false statement in the information reported to the Company
⑷Failure to pay the usage fee or any other payment to the Company
⑸In the case of payment by credit card, if the use of the credit card or payment account is suspended.
⑹When the Company deems a member to be unsuitable for any other reason

2. In the event of expulsion pursuant to the preceding paragraph, the member concerned 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 thereof to the Company.
Chapter 4 Use and Obligations of Members Article 12 (Preparation and Maintenance of Equipment, etc.)
Members shall be responsible for making all necessary preparations and maintaining the equipment, software, and other facilities required for use of the service, as well as for entering into line usage contracts, subscribing to Internet connection services, and any other necessary preparations for use of the service, at their own expense and responsibility.

Article 13 (Compliance with Membership Agreement, etc.)
1. Members shall use the service in compliance with the Membership Agreement.

2. If there is a procedure set forth by the Company for the use of individual services, members shall use such individual services after going through such procedure.

Article 14 (Responsibilities of Members)
1. Members shall be responsible for all information they transmit through the use of the service.

2. The member is responsible for any and all actions taken using the member's ID, regardless of whether or not the member himself or herself performed the action in question.

3. If a member receives a request or claim from another member or other third party, or has a request or claim against another member or other third party, the member shall handle and resolve such request or claim and any dispute arising therefrom at his/her own responsibility and shall not cause any trouble or damage to the Company.

4. Members shall indemnify the Company for any damages incurred in connection with the preceding paragraphs or any other use of the service.

Article 15 (Management of IDs and Passwords)
1. Members shall be responsible for the use and management of their IDs and passwords granted by the Company, and shall themselves bear any damages (including the cost of services used under their IDs and passwords and other payment obligations) resulting from the use of their IDs and passwords by third parties, regardless of whether such use was intentional or negligent.

2. Members shall not transfer, lend, change the name of, or provide their IDs and passwords to any third party for the purpose of security or any other use.

3. If a member's ID and password are or may be used by a third party, or if a member loses his/her password, the member shall immediately notify the Company and follow the Company's instructions.

Article 16 (Respect for Copyrights, etc.)
Members recognize that information obtained through the Service is subject to copyrights, trademarks, patents, and other intellectual property rights of the Company or information providers, and shall not reproduce, adapt, distribute, publish, use, license, or otherwise exploit such information by themselves or through third parties beyond the scope of copyright law, trademark law, patent law, and other intellectual property-related regulations without the permission of the rights holder.

Article 17 (Prohibition of Business Activities)
Members shall not engage in any business activities (including any and all commercial activities, as well as preparatory and preliminary activities for such activities) through the Service, unless approved by the Company.

Article 18 (Prohibited Acts)
In addition to the matters specifically stipulated in the Membership Agreement, members shall not engage in any of the following acts in connection with the use of the service.
⑴Acts that infringe or enable infringement of copyrights, trademarks, patents, or other intellectual property rights of others.
⑵Any act that infringes on the property rights, privacy, portrait rights, or other personal rights of others, or any act that makes such infringement possible.
⑶Criminal acts, or acts that lead or may lead to criminal acts
⑷Acts of dissemination of false information
⑸Transmission of images, documents, etc. that are obscene, child pornography, or child abuse
⑹Establishment or solicitation of a pyramid scheme
⑺Falsification or deletion of information on each service
⑻Use of the service under a false name
⑼Transmitting or enabling to receive harmful programs such as viruses
⑽Election campaigning or similar activities
⑾Any action that interferes or may interfere with our services
⑿Acts that damage or may damage the Company's reputation or property
⒀Other acts that violate laws and regulations or offend public order and morals
Chapter 5: Utilization of material gold Article 19 (utilization of materials)
Service usage fees and other obligations incurred through the service shall be as separately determined by the Company.

Article 20 (Method of Payment)
Members shall pay usage fees and other obligations incurred through the service by one of the following methods approved by the Company. ・Payment by credit card approved by us
・Payment by a method determined separately by the Company
Article 21 (Payment)
1. On the designated settlement date of each month, the Company shall total the usage fees and other obligations incurred for the current month in connection with the member's ID. However, at the Company's option, usage fees may be totaled each time a service is used.

2. The Company shall invoice the member for the amount calculated in accordance with the preceding paragraph in accordance with the payment method specified in the preceding article, and the member shall pay the amount in accordance with such payment method.

Article 22 (Delayed Payment of Damages)
If a member fails to pay a subscription fee or other obligation when due, the member shall pay a late fee at the rate of 14.6% per annum from the day following the due date until full payment is made.
Chapter 6 Service Operation Measures Article 23 (Cancellation by Subscriber)
The subscriber may cancel the contract for use of the service from the time two months have elapsed since the subscriber's registration. In this case, the full amount of the monthly usage fee for the month in which the cancellation date falls shall accrue.
If the Subscriber cancels the subscription during the minimum subscription period for the Service, the Subscriber shall pay to the Company in a lump sum the amount obtained by multiplying the number of remaining periods by the monthly fee.

Article 24 (Suspension of ID)
1. If any of the following cases applies, the Company may temporarily suspend the use of the member's ID without the member's consent.
⑴If we are unable to contact you by phone, fax, or e-mail
⑵When mail sent to a member is returned
⑶In addition to the preceding items, when the Company deems it highly urgent

2. The Company shall not be liable for any loss or damage incurred by a member due to the member's inability to use the service as a result of the measures taken in the preceding paragraph.

Article 25 (Suspension of Service)
1. The Company may temporarily suspend all or part of its services without prior notice to members in the event of any of the following situations
⑴When it is necessary to maintain the service equipment
⑵When service cannot be provided due to power outage, fire, or other social infrastructure failure
⑶In the event of force majeure such as natural disasters, wars, riots, etc, which prevent us from providing services.
⑷When services cannot be provided due to measures based on laws and regulations
⑸When we deem it necessary to interrupt service for other operational or technical reasons.

2. If the service is interrupted in accordance with the preceding items, the Company shall not be liable for any damages incurred by the member as a result of such interruption.
Article 26 (Discontinuation of Service)
1. We may discontinue providing all or part of the services by giving prior notice on each service.

2. If the service is suspended in accordance with the preceding paragraph, the Company shall not be liable for any damages incurred by the member as a result of such suspension.

Article 27 (Deletion of Information)
With regard to information registered with the Company by members, the Company may delete such information without prior notice to members at the Company's discretion due to the passage of a specified period of time, excess volume of information, maintenance of facilities, operation of the service, suspected violation of the membership agreement, or any other reason at the Company's discretion. However, this does not mean that the Company is obligated to delete the information.

Article 28 (General Disclaimer)
1. The Company does not guarantee the accuracy, safety, or usefulness of the services and information pertaining to the Services, etc., and users shall use the Services, etc. at their own risk. The Company shall not be liable for any damages incurred by users or third parties as a result of the services and information provided by the Service, etc. The Company shall not be liable for any damages incurred by users or third parties. In addition, if a user causes damage to another user or third party, or if a dispute arises between a user and another user or third party in relation to the use of the Service, etc., the user shall resolve the dispute at the user's own expense and responsibility and shall not cause any damage to the Company.

2. Except as expressly provided in these Terms of Use, we shall not be liable for any damages incurred by users in connection with the provision, delay, modification, discontinuation, or abolition of the Service, loss or disappearance of information registered or provided through the Service, or any other damages incurred by users in connection with the Service, except as expressly provided herein.

3. The Service may not be used properly depending on the environment of the user's terminal or communication environment, etc. We shall not be liable for any damages incurred by the user as a result of this.

4. The Company shall not be liable for any damage incurred by the user due to infection of the user's terminal device with a computer virus, etc. in downloading, installing, or using the Service, etc. The Company shall not be liable for any damage incurred by the user.

5. Even if we are liable for damages to users due to the application of the Consumer Contract Act or for other reasons, our liability for damages related to the Service shall be limited to direct and ordinary damages, and shall not include indirect damages such as lost profits or lost business opportunities, and shall be limited to the actual usage fees received from the user.

6. The Company shall not be liable for any loss (including deletion by the Company) or alteration by others of information registered by members on the Company.

Article 29 (Compensation for Damages)
In the event that a user causes damage to the Company through an act in violation of these Terms of Use or through a wrongful or illegal act, said user shall indemnify the Company for any and all damages incurred by the Company as a result of such act.
Chapter 7 Protection of Personal Information Article 30 (Handling of Personal Information)
1. The Company shall properly handle the personal information of members obtained through the Service (i.e., information related to personal attributes that members keep private on the Company; the same shall apply hereinafter).

2. The Company shall not use members' personal information for any purpose other than the provision of services, except as described in the following items.
⑴To send e-mail or direct mail to members to advertise or promote the Company or the Company's business partners, etc.
⑵When sending an e-mail to request consent for the use of personal information from a member
⑶Other cases in which the member agrees.

3. In the case of legal compulsory process, we are not obligated to comply with the preceding paragraph.

4. For the purpose of developing new services, improving service operation, etc., the Company may aggregate and analyze members' personal information and process it in such a way that individuals cannot be identified or specified. Such processed information shall not be subject to the provisions of Paragraphs 1 and 2.
Chapter 8 Other Article 31 (Keeping secrets)
1. The Company and members shall not divulge to any third party any business or technical information of the Company or members obtained through the Service that has been marked or designated as confidential (hereinafter referred to as "Confidential Information"). The information (hereinafter referred to as "Confidential Information") shall not be divulged to any third party during the term of membership or even after the loss of such membership, and shall not be used for any purpose other than that for which the information was provided. However, information that falls under any of the following items shall be excluded from Confidential Information.
⑴ Items that are already public knowledge at the time of disclosure, or that become public knowledge after disclosure through no fault of the disclosing party.
⑵ already in the possession of the disclosing party at the time the disclosing party makes the disclosure.
⑶ The disclosed party has legitimately obtained the information from a third party without any obligation of confidentiality.
⑷ Developed independently by the disclosed party after disclosure by the disclosing party, not by confidential information.

2. The Company and the Member shall manage confidential information disclosed by the other party with the due care of a good manager.

3. Upon termination of the membership agreement, or at the request of the other party, the Company and the member shall return or destroy the confidential information disclosed by the other party in accordance with the instructions of the other party.

Article 32 (Court of Jurisdiction)
Any litigation between a member and the Company shall be subject to the exclusive jurisdiction of the court of first instance that has 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)
If any provision of these Terms and Conditions or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws or regulations, the remaining provisions of these Terms and Conditions and the remaining portions of any provision determined to be invalid or unenforceable in part shall remain in full force and effect.

by-laws

This Membership Agreement is effective October 1, 2020.
Change to August 18, 2021
【Medi-LX Inc. Membership Agreement】 Chapter 1 Corporate Membership Agreement Article 1 (Application)
1. Medi-LX Inc. (hereinafter referred to as "the Company") has established the Corporate Member Agreement regarding the use of all services provided by the Company.

2. The Corporate Member Agreement applies to all matters concerning the use of all services provided by the Company (hereinafter collectively referred to as the "Services") by the Company's corporate members (hereinafter referred to as "Corporate Members").。

3. The Corporate Membership Agreement is a special provision of the "Medi-LX Individual Membership Agreement" that applies only to Corporate Members. Therefore, the "Medi-LX Individual Membership Agreement" shall apply to any matter not stipulated in the Corporate Membership Agreement, even in the case of use by Corporate Members, and if the "Medi-LX Individual Membership Agreement" and the "Corporate Membership Agreement" have different stipulations on the same matter, the Corporate Membership Agreement shall take precedence in the use by Corporate Members. If there is any difference between the "Medi-LX Individual Membership Agreement" and the "Corporate Membership Agreement" regarding the same matter, the Corporate Membership Agreement shall take precedence.

Article 2 (Modification of Corporate Membership Agreement)
1. The Corporate Membership Agreement is subject to additions and changes without the approval of the Corporate Member.

2. Additions or changes to the Corporate Membership Agreement may be made by notifying Corporate Members with a 30-day notice period, and any subsequent use of the service will be governed by the added or changed Corporate Membership Agreement.
Chapter 2 Services Article 3 (Application for use)
1. If you wish to become a corporate member, please apply for each service according to the procedures specified separately by the Company, and the Company will screen your application and approve your membership and use of the service. Membership or usage approval may not be granted depending on the results of the screening process.

2. In some cases, a certified copy of the applicant's commercial registration, certificate of qualification, certificate of seal impression, and other documents may be required for membership screening.
Chapter 3 Use of Services Article 4 (Number of people utilized)
1. A corporate member may register one ID/password for one corporate membership contract, and may allow its directors, employees, servants, students, etc. (hereinafter referred to as "employees, etc.") to use the Company's services (there is no limit to the number of student accounts granted).

2. If a Corporate Member wishes to use more than one ID, it shall enter into a new separate Corporate Membership Agreement with the Company.

Article 5 (Management Responsibility)
1. The Corporate Member shall appoint a person from among its employees, etc., who is responsible for managing the use of the Service by the Corporate Member (hereinafter referred to as the "Manager"), and shall notify the Company of his/her affiliation, title, name, and other necessary information.

2. The Administrator shall properly manage IDs/passwords in the event of user changes, etc.

3. Unless otherwise specified, the Company shall provide notification, communication, and other negotiation to Corporate Members through the Administrative Manager.

Article 6 (Utilizers)
1. A Corporate Member may designate employees, etc. of such Corporate Member as users (hereinafter referred to as "Users"), who are designated by the Administrative Manager.

2. With respect to the use of services by a user in the preceding paragraph, the Company may treat such use as valid use by the corporate member to which such user belongs and charge the prescribed usage fee.

Article 7 (Compliance with Membership Agreement)
1. The Corporate Member shall ensure that Users comply with the "Medi-LX Individual Membership Agreement" and "Medi-LX Inc. Membership Agreement" (collectively, the "Membership Agreement").

2. If a user violates the Membership Agreement, the Company may cancel such user's use of the service or terminate the corporate membership contract.

3. In the event that a manager or user causes damage to the Company or a third party in connection with the use of the service, the corporate member shall compensate for such damage.

Article 8 (Prohibited Acts)
1. If any of the prohibited activities stipulated in Article 18 of the Company's Individual Membership Agreement is committed by a Corporate Member User, the Company may suspend the use of the service and request appropriate action from the relevant Corporate Member Administrator.

2. If illegal downloading of content is discovered during the term of the contract, the Company may notify the corporate member manager of the illegal downloading and request appropriate measures, including suspension of use.
Chapter 4 Utilization Material Article 9 (utilization of materials)
1. The Corporate Member shall pay to the Company the usage fees related to the User's use of the Service in a lump sum in accordance with the payment terms set forth in the Corporate Agreement.

2. No refunds of fees will be made in the event of cancellation within the contract period.

3. The Company may change or add fees for each service, fee structure, and fees for new services at any time with at least one month's notice without the approval of the Corporate Member.
Chapter 5 Suspension and Cancellation of Service Use Article 10 (Discontinuation of Service Use)
If a corporate member wishes to discontinue use of the service, the corporate member shall notify the Company of the discontinuation of service use in a manner separately determined by the Company. In this case, the discontinuation of use shall take effect at the end of the month of notification.

Article 11 (Cancellation)
In the event that a corporate member or the Company falls under any of the following items, the relevant party shall naturally forfeit the benefit of time and immediately pay its financial obligations to the other party, and the other party may immediately terminate the corporate membership agreement without any notice or demand.
⑴When a petition for seizure, provisional seizure, provisional disposition or auction is filed
⑵When a taxpayer is delinquent in paying taxes and dues and receives a demand for payment or is subject to a temporary restraining order
⑶When a bill or check is dishonored
⑷When a petition for bankruptcy, commencement of corporate liquidation, commencement of corporate reorganization proceedings, commencement of civil rehabilitation proceedings, or other legal liquidation proceedings is filed, or when the company goes into liquidation
⑸When the Company intends to dissolve, merge, or transfer all or a significant portion of its business.
⑹When a violation of the corporate contract or membership agreement is not corrected despite a reasonable period of notice.
⑺When a user falls under Article 11 of the "Medi-LX Individual Membership Agreement".
⑻When there is a false statement regarding the items reported to or registered with the Company by a corporate member
⑼When the Company determines that the applicant falls under the category of a crime syndicate, a member of a crime syndicate, an organization affiliated with a crime syndicate, a general meeting house, a social activity advocacy group, a special intelligence group or their related persons (hereinafter collectively referred to as "anti-social forces"), or has business, personal or financial relations with anti-social forces
Chapter 6 Other Article 12 (Court of Jurisdiction)
The court having jurisdiction over the location of the Company's head office shall be the exclusive court of first instance for lawsuits between corporate members and the Company.

Article 13 (Governing Law)
The Membership Agreement shall be governed by the laws of Japan.

Article 14 (Severability)
If any provision of these Terms and Conditions or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws or regulations, the remaining provisions of these Terms and Conditions and the remaining portions of any provision determined to be invalid or unenforceable in part shall remain in full force and effect.

by-laws

This Membership Agreement is effective October 1, 2020.
Change to August 18, 2021