Terms of "WafCharm" Service

Terms of "WafCharm" Service ("this Agreement") governs Customer's access to and use of the Service provided by Cyber Security Cloud , Inc ("CSC"). The Customer is duly advised to carefully read the entire provisions before entering into this Agreement.

I. General Provisions
Article 1 Definition

For the purpose of this Agreement, the following terms and expressions shall have the following meanings:
(1) "Service" shall mean "WafCharm" service (including updates, renewal, improvement and any other modification thereof), which designates and provides recommended signature for AWS WAF pinpointed by signature optimization technology utilizing big data accumulated in AI and CSC.
(2) "LP" shall mean the online site which CSC designates as a platform, through which Customers share the required information with CSC or subscribe for Service.
(3) "Service Agreement" shall mean the agreement defined in 5.4 herein.
(4) "Customer" shall mean either individuals or corporations which have become the parties to the Service Agreement in accordance with the procedure set forth in the section 5.
(5) "Intellectual Property Rights" shall mean any and all of the copyrights, patents, utility models, designs, trademarks, the right to obtain or register the aforementioned rights, know-how or confidential production methods. Copyrights herein shall mean the rights set forth in the Article 27th and 28th of Copyright Act.

Article 2 Scope of this Agreement

1. This Agreement shall be applied to all the use of the Service by the Customer.
2. In case this Agreement and the Service Agreement differ from each other, the Service Agreement shall prevail.

Article 3 Modifications

CSC may make changes to this Agreement from time to time. CSC notifies the Customer of changes to this Agreement via a means specified by CSC. Unless otherwise objected to by the Customer within the period of time set by CSC, the modification to this Agreement will be deemed to be accepted.

Article 4 Cease of the Service Provision

CSC reserves the right to terminate the provision of all or any portion of the Service upon 3 months advance notice at it discretion. Such notice shall be delivered via a mode of communication designated by CSC. The related part of this Agreement and the Service Agreement shall be terminated upon the designated effective date.

II. Effective Date and Provision of Service
Article 5 Subscription for the Service

1. The entity or person intending to subscribe for the Service are deemed to have read and accept this Agreement by providing necessary information designated by CSC on the LP and clicking to agree thereof.
2. The entity or person intending to subscribe for the Service shall provide CSC with true, precise, and newest information ("Subscriber Information") and notify CSC, without delay, of any change to the Subscriber Information via the mode of communication designated by CSC, followed by the submission of necessary documents requested by CSC.
3. The subscription for the Service shall be made by the Customer with the legal authority to bind themselves.
4. The agreement for the use of the Service ("Service Agreement") is made and entered into by and between the Customer and CSC as of the date CSC accepts the application for the subscription made by the Customer ("Effective Date").
5. CSC reserves the right to refuse the offer for subscription or revoke its acceptance if any of the following conditions is met:
(1) The Service is not deliverable to the Customer for physical, technical or any other reasons
(2) CSC finds out that the information which the Customer has provided contains falsehood or inaccuracy
(3) CSC believes that the Customer is in breach of Section 17.1 or has committed the act provided in Section 17.2.
(4) CSC finds out that the Customer is a business entity which provides the same or similar products or service as those CSC provides.
(5) CSC believes it inappropriate to provide the Service to the Customer.

Article 6 Use of Log Data

CSC may, for the following purposes, use the log data, which it collects from the Customer, in an impersonalized and anonymized format.
(1) statistical analysis on security incidents, compilation of its result, and its publishing
(2) utilization of the above-mentioned statistics for CSC’s promotional material.

Article 7 Provision of the Service

1. CSC expeditiously commences providing the Service to the Customer when it receives the offer for subscription made in accordance with the Section 5.1. Notwithstanding the preceding, in case any incident occurs that precludes the provision of the Service, CSC commences or resumes providing the Service without delay after such incidents cease.
2. CSC provides the Service with due care of a prudent manager.
3. Due to the dynamic nature of cyber-attack, which continuously escalates its level and technical capacity, CSC does not warrant that the Service produces 100% efficacy for the purpose of cyber security. The Customer acknowledges that the Service may shield the innocuous access from the third party while it is unable to detect or defend against the attack occurring outside the scope of external WAF service which the Service uses.
4. The Customer may request that CSC should provide the report on the status of the Service.
5. Signature with which CSC provides the Customer based on the Service shall be the Confidential Information set forth in Article 16. The Customer shall use the signature only for the purpose of using the Service and shall not disclose it to the third party. The confidentiality of signature is not subject to the proviso to Article 20 and survives expiration or termination of this Agreement or the Service Agreement.
6. The Customer shall not use the Service or the signature provided through the Service outside the account of AWS WAF service which CSC and the Customer designate through agreement. The Customer shall not enable the third party to use the Service or the signature provided through the Service within the account.
7. The Customer shall not, regardless of how, use the signature after the Service Agreement is terminated

Article 8 Fee and Payment Method

1. The Customer shall pay the fee for the Service by the due date, which is separately agreed with CSC, through the mode of payment designated by CSC. The Customer bears bank transfer fee and other relevant fees required to complete the payment.
2. CSC bills the Customer for all charges starting to accrue from the Effective Date. The Customer’s obligation to pay all fees is not exempted in any case including the case the Customer is unable to use the Service due to the reasons not attributable to CSC, such as the Customer’s failure to properly set the access key to AWS.
3. The Customer shall pay all fees for the Service for the period during which CSC stops providing the Service due to the reasons not attributable to CSC including the change in the condition of AWS.
4. CSC bears no obligation to refund the fee which it has received in accordance with this Article.

III. General Provisions
Article 9 Termination for Convenience

Customer may terminate the Service Agreement for its convenience at any time on prior notice submitted in accordance with the procedure designated by CSC. The Customer shall pay the fee calculated on a pro-rata basis until the date of termination.

Article 10 Termination of the Service

1. Either party may terminate this Agreement when the following conditions are met:
(i) the other party is in material breach of this Agreement, the Service Agreement and other agreements related to the Service, and fails to cure such breach within fifteen days after receipt of written notice;
(ii) the other party ceases its business operations or comes under insolvency proceedings, and the proceedings are not dismissed within ninety days;
(iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.;
(iv) the Customer is deprived of necessary license to conduct its business;
(v) the financial status of the Customer is or is suspected to be deteriorated; or
(vi) CSC finds out that the Customer is a business entity which provides the same or similar products or service as those CSC provides.
2. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

Article 11 Intellectual Property Right

All proprietary and intellectual property rights in the Service (including the LP) are owned by CSC and the third parties , which grant the license to CSC. This Agreement does not grant the Customer any right to the third party's contents or license of the intellectual property. The Customer is prohibited from engaging in any activity that may harm the intellectual property rights of CSC or the third parties, who grant the license to CSC, such as reverse-assembling, reverse-compilation, and reverse-engineering.

Article 12 Disclaimer

1. Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, CSC does not make any other warranty of any kind, including warranties of 100% efficacy of cyber security. CSC is not responsible or liable for any consequence of the use of the Service unless the Customer suffers damages arising from willful misconduct or gross negligence of CSC.
2. CSC is not responsible or liable for the disclosure or leak of the Customer’s information unless such disclosure or leak is attributable to CSC’s willful misconduct or gross negligence.
3. The Customer confirms that it is responsible for its use of the Service being in compliance with all relevant laws and regulations applicable to the Customer, and that CSC does not make any warranty of such compliance.

Article 13 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Article 14 Remedies

Except as expressly provided for in this Agreement, the Service Agreement or other form of agreements between parties, neither party may be held liable for lost revenues or indirect, special, incidental, consequential , or exemplary damage, even if the party knew or should have known that such damages would be possibly incurred and even if direct damages do not satisfy a remedy. Notwithstanding the preceding, CSC’s liability is limited to the amount paid by Customer to CSC during the six months prior to the event, which gives rise to liability.

Article 15 Confidentiality

1. "Confidential Information" means information that either party (or its affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding provision, the Customer Data is considered the Customer's Confidential Information.
2. The recipient will not disclose the Confidential Information, except to its affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
3. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure.
4. The parties shall obtain the counter-party’s prior approval before making a copy of the documents or any other media that record the Confidential Information, and treat such copies as the Confidential Information which is to be subject to the Section 15.2.
5. The parties shall, without delay and pursuant to the other party’s instruction, return or discard the Confidential Information, documents that include the Confidential Information, other recording media, and all duplicates of the Confidential Information.

Article 16 Anti-Social Forces

1. The Customer represents and warrants that the Customer itself, its affiliates, directors, employees, shareholders or counsels do not fall within any of the following:
i. an organized crime group ("Boryokudan"), a member of a Boryokudan ("Boryokudanin"), a former Boryokudanin who has withdrawn from a Boryokudan but less than 5 years have elapsed since, or a sub-member of a Boryokudan ("Boryokudan jyunkoseiin") (collectively "Anti-Social Forces")
ii. an entity having such relationship with Anti-Social Forces, etc. that shows their control over the entity’s management.
iii. an entity having such relationship with Boryokudanin, etc. that shows their substantial involvement in the entity’s management
iv. an entity having such relationship with Boryokudanin, etc. that shows reliance on Boryokudanin, etc. for the purpose of unfairly benefiting oneself, one’s own company or third parties or of damaging third parties. an entity having such relationship that shows provision of funds or facilities to Boryokudanin, etc.
2. Parties to this Agreement pledge not to be engaged in any of the followings:
(1) making a claim with forceful behavior and acts of violence;
(2) making unjust claims exceeding legal responsibilities of CSC;
(3) threatening action or statements, or violent acts and behaviors in connection with any transaction between the parties;
(4) acts and behaviors which may damage the credit or obstruct the business of CSC by spreading false rumors , using fraudulent means or by force;
(5) other acts and behavior equivalent to the above howsoever described.
3. When any of the items warranted in section 16.1 turns out to be false or either party commits the act set forth in section 16.2, either party may immediately terminate this Agreement without any notice.
4. The party who breaches any of the preceding sections shall remedy any loss or damage incurred from such breach.
5. In the event that this Agreement is terminated pursuant to the section 16.3, a terminating party shall not be liable for any loss or damage incurred from such termination.

Article 17 Assignment

1. The Customer shall not assign, transfer or pledge any part of this Agreement without written consent of the other party.
2. The Customer agrees in advance that in the event that CSC transfers its business related to the Service to the third party, CSC may assign any part of this Agreement and the Customer Data to the assignee. The transferal of the business includes demerger or any other corporate transaction wherein the business is legally transferred to the assignee.

Article 18 Entire Agreement

This Agreement and the Service Agreement set out all terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement or the Service Agreement.

Article 19 Severability

If any term (or part of a term) of this Agreement or the Service Agreement is invalid, illegal, or unenforceable, the rest of this Agreement and the Service Agreement will remain in effect. The parties will make efforts to rectify a necessary part in order to maintain the enforceability of the term in question and its legal force and commercial reasonability.

Article 20 Survival

The following sections will survive expiration or termination of this Agreement and the Service Agreement: 4.2 (when the fee is left unpaid), 6, 7.3, 7.5, 8 (when the fee is left unpaid), 11 and the followings. Notwithstanding the foregoing, the survival of Section 16 will be three years after expiration or termination.

Article 21 Governing Law and Jurisdiction

1. All claims arising out of or relating to this Agreement or the Service Agreement will be governed by Law of Japan.
2. Any dispute, controversy and/difference, whether contractual or extra-contractual, which may arise between parties out of or in relation to or in connection with this Agreement and/or the Service Agreement, or the breach thereof, which cannot be settled by mutual accord without undue delay, shall be finally settled by arbitration by one arbitrator in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The proceedings shall take place in the Japanese language. The award or judgment thereof, including cost allocation, shall be final and binding upon the parties hereto and enforceable through entry in any court of competent jurisdiction.

Article 22 Modification in accordance with Consumer Contract Act

If the Service Agreement falls under the category of "consumer contract" set forth in Section 2.3 of Consumer Contract Act, the provisions that exempt CSC from liability will not be applied, and CSC shall be held liable for the maximum of the amount paid by the Customer to CSC during the twelve months prior to the event which gives rise to liability.

Article 23 Consultation

If any issue arises relating to this Agreement or the Service Agreement, the parties will refer to the applicable laws and regulations as well as the trade custom, and sincerely consult with each other to resolve the issues.

This Agreement takes effect as of February 1st, 2018