Article 1 (Definitions)
The meanings of terms used in this Agreement are defined as follows:
- “Company” means Little Help Agency LLC.
- “Service” means the software service provided by the Company, that integrates the LINE official account with HubSpot’s CRM, marketing, sales, and customer service functions (including any changes to the name or content of the service, regardless of the reason).
- “Website” means the website operated by the Company in relation to the Service (https://www.littlehelp.co.jp/connect).
- “Associated Services” mean the LINE official account service and HubSpot’s CRM service that are integrated with the Service.
- “Prospective User” means a person who intends to use the Service by entering into the Contract with the Company.
- “User” means a person who uses the Service by entering into the Contract with the Company.
- “User Registration Information” means the information registered, added, or changed by the Prospective User and User on the Service.
- “Contract” means a contract in which the Company grants the User the permission to use the Service, that is established by the User by agreeing to this Agreement.
Article 2 (Notification)
- Whenever the Company judge it is necessary to provide the User with various types of notices regarding the Service, the notices will be done so by posting them on the Website, by e-mail, in written notices, or, in case it is difficult to do so by these means, by any method the Company judges appropriate.
- The notices mentioned in the preceding paragraph shall be deemed to have reached to the User at the time of transmission in the case of email and written notices, or at the time of posting the content of the notices on the Website in the case of posting on the Website.
Article 3 (Scope of Application)
- The purpose of this Agreement is to define the rights and obligations between the Company and the User regarding the provision and use of the Service, which shall apply to all aspects related to the use of the Service between the Company and the User and the User shall use the Service in accordance with the provisions of this Agreement.
- The User shall agree to this Agreement in advance, and then apply for and register to use the Service. By applying to use the Service, the User is deemed to have agreed to this Agreement and to all the related terms and notices, etc.
- In case there are separate rules, contracts, memorandums, etc., (hereinafter referred to as “Rules, etc.”) defined by the Company regarding the Service, they shall also be considered as part of this Agreement. However, in cases where the content of such Rules, etc. pertains to matters already provided for in this Agreement, the provisions of said Rules, etc. shall take precedence over this Agreement.
Article 4 (User Registration)
- The Prospective User shall agree to this Agreement and register as a User at the time of applying to use the Service. As stipulated in the Article 3, paragraph 2, Prospective User who applied to the Service is also deemed to have agreed to all this Agreement and to all the related terms and notices.
- The user shall apply to use the Service by signing and sealing the application form or clicking in the agreement box. Upon approval of the user registration by the Company, the Contract in accordance with the provisions of this Agreement shall be established between the User and the Company at the time the Company notifies the User of the start of the Service, or at the time the User starts using the Service, whichever occurs first.
- In any of the following cases, the Company may refuse to enter into the Contract referred to in the preceding paragraph, and the Prospective User cannot object to this decision or request the reasons for it:
- In case the User has been subjected to any penalty in the past for violating the provisions of this Agreement or the Contract.
- In case there is any falsehood, error, or omission in all or part of the information provided to the Company.
- In addition, in cases where the Company judges it inappropriate.
4. The User shall promptly, through the Company’s designated method, complete the procedure for updating the User Registration Information in the event of any changes to the registered information.
Article 5 (Service Content)
- The User may use the Service only during the effective period of the Contract in accordance with the method specified by the Company, to the extent not in violation of the Contract.
- The Service is available 24 hours a day, 365 days a year. However, it may not be available in cases separately specified in this Agreement.
- The User is responsible for preparing the environment necessary for using the Service, including obtaining a HubSpot license, setting up a LINE official account, hardware, software, internet connection, and ensuring security, etc., at own’s responsibility and expense.
Article 6 (Contract Period)
- The effective period of the Contract shall be 1 month from the date of establishment (1 year in the case of an annual contract). However, unless either party expresses the intention to terminate the Contract in written form or by the method prescribed by the Company 30 days before the end of the effective period, the contract period will automatically extend for another month (1 year in the case of an annual contract) under the same conditions, and the same shall apply thereafter.
- The provision in the preceding paragraph shall also apply in case the User wishes to renew the Contract (including but not limited to downgrades).
Article 7 (Usage Fees)
- The usage fees for the Service shall be the amount specified in the price list on the Website.
- The User shall make payment of the usage fee referred to in the preceding paragraph to the bank account designated by the Company by the end of the month prior to the month of usage (automatically deducted in the case of credit card payment). Additional message fees shall be paid around the 10th of the following month. Bank transfer fees and other expenses required for the payment shall be borne by the User.
- In accordance with paragraph 2 of this Article, after the Contract is established, the Company shall not refund any amount of the usage fee paid to the Company, etc., even in case the Contract is terminated during the contract period.
- In case the Company changes the usage fees, the Company shall notify the User in accordance with the methods specified by the Company.
- In case the User delays in the payment of usage fees based on this Article or other monetary obligations based on this Contract, right at the same time of the delay, the User shall lose the benefit of the term for the entire outstanding amount excluding the prepaid amount of the usage fees until the expiration of the contract period specified in Article 6 of this Agreement. Furthermore, from the day following the payment due date until the day the payment is made, the User shall pay a delay penalty of 14.6% per annum (calculated on a daily basis for 365 days in a year).
Article 8 (Password Management)
- The User shall appropriately manage and store the ID and password at own’s responsibility and shall not disclose, use, lend, transfer, sell, or provide them as security to third parties.
- The Company deem the person who logged in as the legitimate User in case the ID and password used at the time of login match those registered, confirmed by a prescribed method.
- The Company shall not be liable for any damages suffered by the User due to insufficient management, misuse, or unauthorized use of the ID and password.
Article 9 (Prohibited Actions)
In using the Service, the Company prohibits the User from engaging in the following actions. In case of violation, the Company may take necessary measures such as immediate termination of the Contract and suspension of the use:
- Actions that hinder the operation of the Service or otherwise impair the provision of the Service, or actions that have the potential to do so.
- Actions that defame the honor or credit of the Company or a third party.
- Actions that infringe or risk infringing the privacy or portrait rights, copyright rights, trademark rights, or other intellectual property rights of the Company or a third party.
- Actions that contravene public order and morality, violate applicable laws, or that have the potential to do so.
- Actions that violate the internal rules of industry organizations to which the Company or the User belongs, or that have the potential to do so.
- Transmitting information containing computer viruses or other harmful computer programs, or actions that have the potential to do so.
- Reverse engineering or other analysis of the software or other systems provided by the Company, or actions that have the potential to do so.
- Impersonating a third party, or actions that have the potential to do so.
- Other actions judged inappropriate by the Company.
Article 10 (Ownership of Rights)
- All intellectual property rights and other property or personal rights related to the Service, including patent rights, utility model rights, design rights, trademark rights, copyright rights, rights under the Unfair Competition Prevention Act, etc. (hereinafter referred to as “Intellectual Property Rights, etc.”), shall belong to the Company or its licensors.
- In the Contract, the Company only grants the User the permission to use the Service within the scope of its purpose, and does not transfer any Intellectual Property Rights, etc., related to the Service of the Company or its licensors.
Article 11 (Amendment of this Agreement)
- The Company may, at its discretion, add, modify, or delete (hereinafter referred to as “Add, etc.”) the provisions of this Agreement at any time for any reason, and the User agrees in advance that the Company may Add, etc., this Agreement and the use of the Service will be governed by the latest amended version of this Agreement.
- Except as otherwise specified by the Company, amendments made to this Agreement will be notified to the User by posting on the Website or by other methods designated by the Company.
- Amendments to this Agreement shall take effect from the time of the notification referred to in the preceding paragraph, paragraph 2. In case the User uses the Service after the change or does not take the procedure to terminate within the contract period specified by the Company, the User is deemed to have agreed to the amendments made to this Agreement.
Article 12 (Confidentiality)
Except for the purpose of using the Service, the User shall not use, duplicate, or disclose to any third party any non-public information disclosed by the Company to the User in connection with the use of the Service, which the Company requires the User to treat as confidential, except with the prior written consent of the Company.
Article 13 (Personal Information)
- The Company may disclose the name of the company of the User as a user of the Service. In such cases, the Company may use the User’s logo, trademarks, and other such materials for free of charge, to the extent necessary for the purpose of publishing the Service user of the Company.
- In the case of the preceding paragraph, the User may request the suspension or deletion of the said publication or use of the logo or trademark, or any other necessary actions.
- The Company shall handle personal information of the User’s customers, business partners, etc. that is stored in the Company’s facilities for the Service as a result from the User’s use of the Service in accordance with the attached “Personal Information Processing Regulations”.
Article 14 (No Warranty)
The User agrees that the Company makes no warranties of any kind with respect to the following categories:
- There shall be no malfunction or failure of the user’s hardware due to the use of the service.
- The content accuracy and the system integrity or system completeness.
- The continuity or perpetual existence of the Service.
- That there will be no interruptions or errors during the use of the Service.
- The availability of the use of the Associated Services.
Article 15 (Disclaimer)
The Company shall not be liable for the following:
- The User acknowledges that there may be malfunctions in the Service due to the Associated Services. The Company shall not be liable for any malfunctions in the Service that are not attributable to the Company.
- The Company shall not be liable for any damages incurred by the User due to the violation of applicable laws, internal rules of industry organizations, etc., by using the Service.
- The Company shall not be liable for compensation for any damages incurred by the User in relation to the interruption, suspension, termination, unavailability, or change of the Service provided by the Company, cancellation of the User’s registration, or any other related matters, unless there is intentional or gross negligence on the part of the Company.
Article 16 (Liability for Damages)
- Even in cases where the Company is liable for damages to the User, the Company’s liability shall be limited to the total amount of the Usage fees received from the User during the most recent 1-month period prior to the occurrence of the cause of the damages. However, this limitation does not apply in cases of intentional or gross negligence on the part of the Company.
- In case the User causes damage to the Company or a third party using the Service (including cases where the Company or a third party suffers damage due to the User’s violation of this Agreement), the User shall handle and resolve such matters at their own responsibility and expense. Furthermore, in case the Company receives a claim for damages from a third party due to the actions of the User, the User shall compensate the Company for the damages and costs incurred by the Company (including indirect damages and costs such as reasonable attorney’s fees).
Article 17 (Temporary Suspension and Discontinuation of Service)
The Company may suspend or discontinue the provision and operation of the Service without prior notice or notification in any of the following cases. As stipulated in Article 15, Paragraph 4, the Company shall not be liable for any damages incurred by the User from such.
- In case emergency maintenance of the equipment for the Service is required.
- In case of a malfunction of the equipment for the Service.
- In cases where the Service cannot be provided due to force majeure events such as earthquakes, volcanic eruptions, floods, tsunamis, natural disasters, war, disturbances, riots, labor disputes, fires, power outages, or other unforeseen incidents or accidents.
- In cases where substantial damage has occurred or is foreseen to the Service provision environment due to malfunctions in the environment or software prepared by the User.
- In case the User violates this Agreement, or the Company judges that there is a risk of violating this Agreement by the User.
- In other cases where the Company judges it necessary to suspend or discontinue the provision and operation of the Service.
Article 18 (Cancellation of Registration)
- In case the User falls under any of the following categories, or the Company judges that the User falls under any of them, the Company may temporarily suspend the use of the Service for the User or cancel the registration as the User and terminate this Contract without prior notice:
- In case of violation of any provisions of this Agreement.
- In case the User has registered based on false information towards the Company.
- In the event of suspension or inability to make payments, or bankruptcy, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or similar proceedings are initiated or applied for,
- In case the user issued or accepted promissory note or check subsequently experiences a situation where the payment is dishonored.
- In case there is an application for seizure, provisional seizure, provisional disposition, compulsory execution, or auction.
- In the event of delinquency in the payment of taxes and duties, and subsequent subjection to preservation seizure.
- In the event of dissolution or suspension of business operations.
- In case there is no use of the Service for more than a month.
- In case there is no response to inquiries from the Company within 7 days.
- In other cases where the Company judges the use of the Service as inappropriate.
- In case the User falls under or is judged by the Company to fall under any of the categories in the preceding paragraph, the User loses the benefit of the term for all obligations owed to the Company and must immediately fulfill all obligations owed to the Company.
- The Company shall not be liable for any damages incurred by the User due to actions taken by the Company based on this Article.
Article 19 (Contract Termination, etc. by the User)
The User may renew (including but not limited to downgrading) or terminate the Contract during the contract period by giving notice in the manner prescribed on the Website, etc., at least 30 days before the termination date. In this case, the User shall pay to the Company the entire remaining amount of the usage fees due until the end of the contract period specified in Article 6 of this Agreement, excluding the amount already paid.
Article 20 (Exclusion of Transactions with Antisocial Forces)
- Both the Company and the User represent and warrant to each other that they do not, and will not in the future, fall under any of the following categories:
- Any person, whether acting on their own behalf or as an agent or intermediary, who is currently a member of an organized crime group, a former member within the last five years, an associate member of an organized crime group, affiliated with an organized crime group, involved in anti-social forces, “sokaiya” (corporate extortionists), or a member of a special intelligence violent group, or any similar individuals (hereinafter collectively referred to as “persons related to organized crime group”).
- Having a relationship that is recognized as being under the control or substantial involvement in the management of persons related to organized crime group.
- Having a relationship that is recognized as unfairly utilizing persons related to organized crime group for the purpose of seeking one’s own or a third party’s illegal gain or causing harm to a third party.
- Having a relationship that is recognized as providing funds or giving assistance to persons related to organized crime groups.
- Having officers or individuals substantially involved in management who have a socially condemnable relationship with persons related to organized crime groups.
- Both the Company and the User warrant that they will not engage in, nor cause a third party to engage in, deceptive tactics, violent acts, threatening language, demands exceeding legal responsibility, actions that damage the credit of the other party or interfere with their business, or any other actions as a similar nature to these against the other party or its related persons.
- Both the Company and the User, in case the other party violates the warranties of paragraphs 1 and 2 of this Article, may immediately terminate the Contract without demand and be able to claim compensation to the other party for any damages incurred as a result.
- Both the Company and the User, in case the Contract is terminated according to the preceding paragraph, shall not compensate to the other party for any damages incurred as a result of the termination of the contract.
Article 21 (Severability Clause)
In case any provision or part of this Agreement is held invalid or revoked concerning a specific User, such provision or part shall remain valid in relation to other Users.
Article 22 (Survival Provisions)
The provisions of Paragraph 3 of Article 3, Paragraphs 3 and 5 of Article 7, Article 10, Articles 12 to 17, Paragraphs 2 and 3 of Article 18, and Articles 19 to 24 shall remain in effect after the expiration or termination of the Contract.
Article 23 (Governing Law)
The provisions of this Agreement and all matters related to them shall be governed by and construed in accordance with the laws of Japan.
Article 24 (Jurisdiction)
In the event of any dispute arising between the User and the Company in relation to the Service, both parties shall negotiate in good faith. In case no resolution can be reached through negotiation, the Tokyo District Court or the Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance for such disputes.
Established March 24, 2019 (Revised January 1, 2024)
Little Help Agency LLC
Otemachi Building 2F, 1-6-1 Otemachi, Chiyoda-ku,
Tokyo, 100-0004, Japan