"AIR REGI Terms of Use"

Last Updated: July 5, 2016

Article 1. Application of Terms of Use
1. The AIR REGI Terms of Use (hereinafter referred to as "Terms of Use") shall apply to the business operators (hereinafter referred to as "Business Operator") who have executed agreements with Recruit Holdings Co., Ltd. (hereinafter referred to as "Company") regarding the use of "AIR REGI" (hereinafter referred to as "Service") provided by the Company and the application software therefor provided by the Company (including its updated version, hereinafter referred to as "Software") (hereinafter referred to as "Agreement"), among the Business Operators who have executed the agreements with the Company under the Air Service Common Terms of Use. If you are using the Services on behalf of a Business Operator, you agree to these Terms of Use for that Business Operator and you represent and warrant that you have the authority to bind that Business Operator these Terms of Use.
2. Please read these Terms of Use carefully. They are a legal agreement between the Business Operator and the Company that govern the use of the Account and the Services. By downloading or installing the Software or using the Software or the Service, the Business Operator has agreed to these Terms of Use, and these Terms of Use shall apply to the Business Operator. If the Business Operator does not agree to the Terms of Use, an Account should not be created and the Services should not be used.
3. The Company shall provide the Service to the Business Operators in accordance with these Terms of Use, and the Business Operator, in using the Software and the Service, shall comply with these Terms of Use. The service details, various rules and precautions (including the precautions etc. that are displayed on the screen of the device in which the Software is installed (hereinafter referred to as the "Device")), to be separately presented by the Company to the Business Operators, shall also constitute a part of these Terms of Use.
4. In addition to the provisions of these Terms of Use, the Business Operators shall be bound by and comply with the provisions of the Air Service Common Terms of Use to be separately established by the Company, and in using the Software and the Services, if there is any conflicting provision between these Terms of Use and the Air Service Common Terms of Use, the provision of these Terms of Use shall prevail.

Article 2. Licensing of the Software
1. The Company shall grant to the Business Operator a non-exclusive license to use the Software in accordance with the terms and conditions set forth in these Terms of Use. If the Company sets a royalty for the use of the Software, the Company shall provide notice of the royalty payment requirements and the Business Operators shall pay such royalty in the manner designated by the Company, or the license will be terminated.
2. The Business Operator shall comply with the provisions of these Terms of Use and be solely responsible for use (including downloading, installing, updating and uninstalling) the Software and the Service. In addition, the Business Operator shall bear the full amount of the communication fees and other expenses associated with the use of the Software and the Service.
3. Notwithstanding the provisions of Article 2.1, the Company may, at its sole discretion, limit, suspend, cancel and terminate the grant of the license to use the Software to a Business Operator or restrict the use of the Software and the Service by a Business Operator, at any time and without giving notice or receiving the consent from the Business Operator, and shall not be responsible for any damages incurred by the Business Operator as a result of such limitation, suspension, cancellation, termination or restriction. If the Company limits, suspends, cancels or terminates the license, the Business Operator may not be able to access or retrieve any information stored in the Services or any files. The Company may delete any information at any time.

Article 3. Function of the Service
1. The function of the Service available by using the Software shall be as indicated in each of the following items (the details of each function are as separately displayed on the screen of the Device).
(1) Registration of type/price of the goods/services provided at the stores operated by the Business Operators (hereinafter referred to as "Store"), and the issuance of vouchers;
(2) Calculation of the total purchase amount of goods and/or total usage amount of services purchased/used by customers of the Business Operators (hereinafter referred to as "Customer") at the Store (hereinafter referred to as "Service Usage Amount, etc."), as well as calculation of the difference between such total amount and the amount actually paid by the Customers;
(3) Tallying up the sales at the Store;
(4) Making settlement when the Store connects the Device with the terminal indicated by the Company and
(5) Other functions incidental to each of the foregoing items.

Article 4. Entry of Store Information, etc.
1. When a Business Operator enters the information regarding the Stores or other information (including the information such as types/price of goods/services provided in the Store and the Service Usage Amount, etc. of Customers, hereinafter referred to as "Business Operator’s Information") in the Device, the Business Operator shall enter accurate information by itself, and ensure to comply with the transaction standards to be separately established by the Company as well as the matters set forth in each of the following items (together with such transaction standards, such matters shall be collectively referred to as "Transaction Standards, etc."):
(1) The Business Operator shall not enter any information which violates or may violate laws and regulations or public policy;
(2) The Business Operator shall not enter any information which the Company determines is deviating from the theme or genre of the information designated by the Company;
(3) The Business Operator shall not enter any information which infringes or may infringe upon the rights of the Company or a third party. In addition, the Business Operator shall obtain, from the third party who owns any right (including, but not limited to, intellectual property rights and portrait rights) contained in the Business Operator’s Information which the Business Operator intends to enter, a license to use such right in advance and carry out any and all clearance procedures necessary to use such right;
(4) The Business Operator shall not enter any information which defames the Company or a third party;
(5) The Business Operator shall not enter any information which is contrary to or exaggerates the fact; and,
(6) The Business Operator shall maintain the newness and accuracy of the information at all times.
2. The Company may at any time examine whether or not the content of the Business Operator’s Information meets the Transaction Standards, etc. without giving any notice to or obtaining consent from the Business Operators. If existence of the Business Operator’s Information which violates the Transaction Standards, etc., is revealed or if the Company otherwise deems it necessary, the Company may delete or change such Business Operator’s Information without giving any notice to or obtaining consent from the relevant Business Operators, to which the Business Operators shall consent in advance. In addition, if the Company requests deletion or change of such Business Operator’s Information, the relevant Business Operators shall promptly respond to such request.
3. If any damage is incurred by the Company, the Customer or any other third party as a result of erroneous entry, failure of entry, delay in entry of the Business Operator’s Information, or otherwise in relation to the Business Operator’s information, the Business Operator shall assume full responsibility for such damages.

Article 5. Cancellation, etc. of License
1. If any of the following events applies to the Business Operator, the Company may immediately cancel and terminate the license to use the Software granted to the Business Operator without giving notice to the Business Operator, or may suspend the provision of the Service for a certain period of time:
(1) The Business Operator breaches any provision of these Terms of Use;
(2) The Business Operator undermines the credibility of the Company;
(3) The Business Operator becomes subject to attachment, provisional attachment, provisional disposition or disposition for tax delinquency, or a petition has been filed by or against the Business Operator for bankruptcy, civil rehabilitation, special liquidation or corporate reorganization;
(4) A bill or check drawn by the Business Operator is dishonored, or the Business Operator otherwise becomes insolvent;
(5) The Business Operator transfers all or a material part of its business to a third party;
(6) Any significant change occurs to the operational environment due to merger, etc.;
(7) Credit uneasiness arises;
(8) The Business Operator abolishes its business or enters into liquidation;
(9) The Business Operator causes disadvantage to the Company or engages in any act that may cause disadvantage to the Company;
(10) The Company determines that the Business Operator’s use of the Service may have an influence on the credibility, etc. of the Company or the Service due to a claim made by a third party or a trouble, etc. attributable to the Business Operator;
(11) The Company determines that the Business Operator is inappropriate in light of the transaction standards of the Company;
(12) The Company otherwise determines that the Business Operator no longer has the prospect of performing the matters set forth in these Terms of Use; or,
(13) The Business Operator breaches any of the representations and warranties set forth in Article 14 of the Air Service Common Terms of Use.

Article 6. Indemnification, Non-warranty of the Company
1. EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS OF USE, THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY UPDATES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM, HARDWARE, SOFTWARE OR LOSS OF DATA. The Company does not warrant that no defect, error or failure will occur in provision of the Services, or that the emails sent in relation to the Services or web contents, etc., will not include harm such as computer viruses.
2. The Company does not warrant the accuracy, newness, completeness, usability, fitness for purpose, safety, legality, credibility, etc., whatsoever of the information provided with the Services.
3. The Business Operator acknowledges that there may be times in which all or a part of the Services cannot be used due to the communication environment and other circumstances. The Company shall not be liable for any damages incurred due to slowdowns of display speed or failures in the Services caused by overload access or other unexpected causes.
4. The Company shall not be obliged to make any change or modification to the Services, even in the event that the Device, terminal, equipment, facility or software etc. (including equipment etc. necessary for using the Service such as terminal or printer etc., hereinafter referred to as "Equipment in Use etc.") is not appropriate for use of the Services. It is to be noted that when using the Services, preparation and setting up of the Equipment in Use etc. that matches to the terms and conditions of usability provided separately by the Company is necessary. In addition, the Company may update or make other changes or modifications such as updating the Software without notification to the Business Operator or the consent of the Business Operator at any time, and the Company shall not be liable for any damages incurred by the Business Operator.
5. The Company shall not be liable for any damages incurred by the Business Operator due to events such as viruses, which are not preventable by virus measures commonly taken, damages caused by an act of God, any stoppage of society’s social infrastructure such as electricity and communications, etc., or any other causes not attributable to the Company.
6. The Company shall not be liable for any disputes, controversies or other issues between the Business Operator and the User or any other third party in relation to the use or inability to use the Services. In addition, the Business Operator shall, at its own cost and responsibility, respond to any inquiry etc. from the User in relation to such disputes, controversies or other issues, and shall cause no inconvenience or disruption to the Company.
7. Except as expressly provided in these Terms of Use, the Company shall not be liable for any damages incurred by the Business Operator in relation to the use of the Services; provided, however, that the Company shall compensate for any damage which was clearly caused by willful or gross negligence by the Company, to the extent of general and direct damage incurred by the Business Operator.
8. SUBJECT TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND TO THE FULLEST EXTENT ALLOWED AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU, ANY BUSINESS OPERATOR, OR ANY THIRD PARTY, FOR PERSONAL INJURY OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DELAY OF DELIVERY, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN RELATION TO THIS TERMS OF USE, USE OF THE SERVICES, ANY THIRD PARTY PRODUCTS OR OTHER PRODUCTS OR SERVICES PROVIDED BY OR THROUGH THE COMPANY UNDER THIS TERMS OF USE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOUR UNDERSTANDING, ACKNOWLEDGEMENT AND ACCEPTANCE OF THESE TERMS OF USE ARE THE LEGAL BASIS AND CONSIDERATION FOR THE RIGHTS GRANTED UNDER IT. In no event shall the Company’s total liability under these Terms of Use for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of ten U.S. dollars ($10.00). Some jurisdictions do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

Article 7. Liability of the Business Operator
1. The Company shall not be liable for any damages incurred by the Business Operator due to the use of the Device. The Company will consider the use of such Device by the Business Operator who possesses such Device, and the Business Operator shall be liable for any damages accrued from such use.
2. The Business Operator shall be liable for any acts of the Business Operator in relation to the use of the Services and its results (including any act which breach obligation under these Terms of Use and its result) and shall give no prejudice, burden or damages to the Company. In addition, the Business Operator shall respond to any inquiry or complaints etc. from the User etc. in relation to the use of the Services at its own cost and responsibility, and shall give no damages to the Company. If the Company incurs any prejudice, burden or damages, the Business Operator shall compensate for such prejudice, burden or damages (including attorney’s fees and all other various expenses) to the Company.
3. In relation to use of the Services by the Business Operator, if any dispute etc. arises in between the Company and a third party, the Business Operator shall indemnify the Company and promptly resolve such disputes etc. at its own responsibility and expense, and report to the Company on a timely basis upon the Company’s request. In the event that the Company is obliged to pay for damages to such third party, the Business Operator must pay for all of such amount to the Company, as well as attorney’s fees and all other expenses required for its solution.
4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR BUSINESS OPERATOR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF COMPANY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY COMPANY IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Article 8. Change of these Terms of Use
1. The Company may modify, update, add to, discontinue, remove or otherwise change any portion of these Terms of Use at any time, and the Company may require Business Operators to accept new or updated Terms of Use as a condition of the continued use of the Services or Software, or may otherwise simply post the changed content or terms etc. (hereinafter referred to as "Changed Terms") on the screen of the Device, by the effective date of the Changed Terms, or may provide notice of the Changed Terms in any manner the Company deems appropriate. When the Company amends these Terms of Use, we will revise the "Last Updated" date located at the top of these Terms of Use.
2. If a Business Operator does not agree to the Changed Terms, then the Business Operator shall no longer use the Services or the Software. The Business Operator shall notify the Company in writing before the effective date of the Changed Terms, and shall uninstall the Software, and terminate all use of the Software and the Service.
3. These Terms of Use shall be changed automatically in accordance with such Changed Terms on the effective date of the application thereof, and if the Business Operator has used all or a part of the Software or the Service after the effective date, the Business Operator shall be deemed to have agreed to the Changed Terms, and the Terms of Use so changed will be applied even when a notice in accordance with the previous clause was provided to the Company.

Article 9. Validity of the these Terms of Use and Other Terms of Use
1. Even if any part of provision of these Terms of Use is held to be invalid according to laws and regulations, other provisions of these Terms of Use shall remain in effect.
2. Even if any part of provision of these Terms of Use is deemed to be invalid or is cancelled in relation to a certain Business Operator, these Terms of Use shall remain in effect in relation to other Business Operators.

Article 10. Governing Law; Jurisdiction
1. These Terms of Use shall be governed by the laws of Japan.
2. In the event that any necessity of lawsuit arises between the Business Operator and the Company in relation to the Services, the Tokyo District Court shall be the court of agreed exclusive jurisdiction in the first instance.

Article 11. Amicable Resolution
Any matters not set forth in these Terms of Use or any questions arising in connection with the interpretation hereof shall be resolved by the Company and the Business Operator amicably through good-faith consultation.

END
Supplemental Provisions
These Terms of Use shall come into effect as from January 6, 2015.
Start to apply the revision on July 5, 2016.