Enacted on February 21, 2017
Stroly Inc.

Stroly’s Terms of Service (“the Terms”) define the procedure for participation, the terms of use and all other conditions with which subscribers (defined in Article 2, paragraph 9) to this Service (defined in Article 3) available via Stroly （URL: https://stroly.com/）, namely the website and application software provided by Stroly Inc. (“the Company”) (hereinafterreferred to as “the Website”), must comply.

Provided that these Terms and the Stroly Privacy Policy (URL: https://stroly.com/privacy, “the Privacy Policy”) are observed, subscribers shall be granted permission to use the Service and shall be deemed to have accepted the terms and conditions set forth in the Terms.

Chapter 1: Introduction

Article 1 (Objectives of the Service)

The Company shall provide the Service for the digitization of illustration maps and their use on devices such as smartphones.

Article 2 (Definitions)

1. The term “publish” refers to a situation whereby a content provider publishes landmark information and/or landmark boards through utilizing this Service.
2. The term “material” refers to any sentence/phrase, image, picture, drawing, video or other materials for which the rights belong to a subscriber, or any sentence/phrase, image, picture, drawing, video or other materials for which rights are granted by a third party to a subscriber.
3. The term “map” refers to any maps for which the rights belong to a subscriber, or any map for which the rights are granted by a third party to a subscriber.
4. The term “map editor” refers to any map editing software provided by the Company to a subscriber for use in the creation of landmark information.
5. The term “landmark information” refers to any content which is created by a subscriber on the map editor, as defined above, or by the use of maps and materials, as defined above.
6. The term “board” refers to any collection of maps and landmark information grouped under a certain theme which may be created on the Website by a subscriber.
7. The term “subscriber” refers to any person who has registered as an eligible subscriber of the Service as set forth in the Terms.
8. The term “subscriber” refers to any person applying for registration as a user of the Service.
9. The term “subscriber applicant” refers to any person who applies to become a subscriber.
10. The term “user” refers to any person using the Service who specifically views maps and landmark information or downloads maps which are provided by the Service. These users include subscribers of the Service as well as people who use the Service without being registered as a subscriber.

Chapter 2: The Service

Article 3: (Contents of the Service)

The Company shall provide subscribers with the services set forth as follows (the “Service”). With respect to users, the Company shall only provide the services set forth in Item 3.

• (1) Provision of map editors
• (2) Provision of open platforms for landmark information and landmark boards (including materials and maps; hereinafter referred to as “Maps or similar content”).
• (3) Provision of library services for maps or similar content that are posted by users, and download services thereof.
• (4) Other services provided by the Company on the Website.

Chapter 3: Subscribers and users

Article 4 (Subscriber registration and consent to Terms of Use and Privacy Policy)

1. All applicants shall consent to all the provisions in the Terms of Use and the Privacy Policy, and shall approve all such provisions as valid and irrevocable, and shall follow the registration procedures prescribed by the Company, in order to become eligible subscribers of the Service. Any subscriber applicant who wishes to use OAuth authentication provided by a third party for registration as a subscriber shall comply with the provisions in the terms of use defined by that third party.
2. Upon becoming eligible subscribers of the Service, subscribers shall consent to all the provisions in the Terms of Use and the Privacy Policy and shall acknowledge all such provisions as valid and irrevocable.
3. Any minor applying for subscription to the Service shall be required to obtain consent from a person who has parental authority or from another a legal representative.

Article 5 (Passwords)

1. Subscribers shall manage their passwords with appropriate care and attention.
2. Subscribers may not disclose or allow the use of their password to a third party, or else share, assign, lend or make their password available by any other means to a third party.
3. Subscribers are obliged to change their password periodically.
4. Subscribers shall notify the Company if their password has been used by a third party, or if there has been any possibility of such an occurrence, and follow the Company’s instructions thereafter.
5. If a subscriber’s password is used by a third party, either intentionally or through negligence, the Company shall deem this use of the Service to have been performed by the subscriber. Whether or not the use of the Service is attributed to the subscriber or to another party, the subscriber to whom the password belongs shall be obliged to indemnify the Company against any damages arising from such use of the password.

Article 6 (Termination of subscription)

1. Any subscribers who wishes to terminate their subscription to the Service shall follow the separately prescribed procedure, and shall have their subscription to the Service terminated upon the completion of the procedure.
2. The maps of any subscriber whose subscription has been terminated shall remain on the Website, unless the subscriber chooses to remove these maps from the Website. Therefore other users shall be allowed to view their maps on the Website.
3. In the event that a subscriber dies, or a corporate subscriber ceases to be a legal entity through liquidation or similar circumstances, their subscription shall be deemed to have been terminated. The deceased subscriber’s eligibility as a subscriber or their right to use the Service may not be transferred to an heir.

Chapter 4: Expulsion of subscribers

Article 7 (Expulsion)

1. If a user falls under any of the following categories, the Company shall cease to provide the Service to this user with immediate effect and without advance notification, and shall cancel their registration as a subscriber (hereinafter referred to as “expulsion”).

   • (1) The user is in violation, or is likely to breach, the Terms of Use (including, but not limited to, cases where the user performs any actions set forth in Article 16, paragraph 1).
   • (2) The user uses a fictitious name, or the name of a third party (parent or brother/sister or any other relative) for registration as a subscriber, or registers a third party as a subscriber on behalf of the third party
   • (3) The user has previously been expelled as a subscriber
   • (4) The user has duplicated their subscriber registration
   • (5) The user uses the Service in ways other than those permitted by the Company
   • (6) The user abuses the Service and/or systems provided by the Company
   • (7) The Company deems the manner in which the subscriber uses the Service to be inappropriate
2. The provisions in Article 6 apply mutatis mutandis to users who have received a disposition of expulsion.
3. Users who have received a disposition of expulsion may not request the Company to disclose reasons for their expulsion. The decision of expulsion may not be appealed against or contested. The Company assumes no responsibility for any disadvantage or damage incurred by such users.
4. The Company assumes no responsibility for any disadvantage or damage incurred by such users.
5. If the Company or a third party suffers any damages arising from an item set forth in Paragraph 1, the user shall indemnify the Company or the third party against such damages.

Chapter 5: Use of the Service

Article 8 (Creation of landmark information and landmark boards, and publication)

1. In accordance with the procedure set forth in the Service, subscribers may edit maps and materials on the map editor, as well as landmark information and landmark boards.
2. By using the Service, prescribers may publish any landmark information or landmark boards that they have created pursuant to the preceding paragraph. In doing so, the subscriber is deemed to consent to the viewing of all or part of their landmark information by other users via downloads to personal computers, smartphones and/or any other devices, based on the terms and conditions set forth in Article 9.

Article 9 (Points to note on creation of landmark information and landmark boards, and publication)

1. Subscribers shall retain copyrights (including, but not limited to, rights set forth in Articles 27 and 28 of Copyright Act; the same applies hereinafter), patent rights, utility model rights, design rights, trademark rights and other intellectual property rights (including the rights to obtain these rights and the rights to apply for the registration of these rights; hereinafter collectively referred to as “intellectual property rights”), image rights, publicity rights, privacy rights and any other rights to the landmark information and landmark boards that they have created, or shall be deemed to have been licensed by a third party to use the landmark information and landmark boards for the Service.
2. Subscribers, in using maps or materials licensed by a third party in landmark information or landmark boards that they create and publish shall clearly and appropriately indicate that the rights to such maps or materials belong to the third party.
3. Subscribers shall, before uploading landmark information or landmark boards for publishing, select the level of license that they grant to users for the use of this landmark information and/or landmark boards. A subscriber may not upload and publish landmark information or landmark boards without selecting a license level. Subscribers shall only select a license level after ensuring that they thoroughly understand the licenses separately prescribed by the Company for the Service.
4. The license levels set forth in the preceding paragraph may be revised after the fact by following the separately prescribed procedure by the Company. In this case, however, any such revision would only apply for the period following the revision, and the subscriber may not exercise any rights that are based on the new license agreement in respect of users who have downloaded their maps before the revision of the license.
5. Subscribers may not grant users any licenses on the Service other than those set forth in Paragraph 3.
6. Any description or other information added by a subscriber to a map before uploading and publishing shall be made at the sole responsibility and expense of the subscriber. The Company accepts no responsibility for the accuracy, appropriateness or otherwise of such information.
7. Subscribers may not exercise image rights, publicity rights, privacy rights, author’s personal rights or any other personal rights to maps they have published against any users, and shall ensure that any third party who owns the rights to their maps or materials and has licensed the use of such maps and material for the Service to the subscriber does not exercise any such rights against the users of such maps or materials.
8. If a subscriber receives a demand or claim from another user or a third party (hereinafter referred to as “a third party or otherwise”) in respect of a violation of the Terms of Use, as set forth in paragraph 1 or paragraph 2, or if any demand or claim is made against a third party or otherwise, the provisions of Article 13, paragraph 1 and paragraph 2 shall apply.

Article 10 (Revision, deletion or cancellation of publication of Maps or similar content)

1. Subscribers have the right to revise or delete all or part of their maps, or else cancel the publication of such maps at any time and without giving any prior notice.
2. Even if a subscriber has revised or deleted all or part of the maps they have published on the Service, or canceled the publication of such maps, they shall consent to the continued use of any maps that have already been downloaded by users before the cancellation.

Article 11 (Removal of Maps or similar content by the Company)

1. The Company, or a third party appointed by the Company (hereinafter referred to as “an Administrator”), may remove all or part of any Maps or other content published on the Service at its own discretion, or take similar actions that are deemed necessary and appropriate to maintain proper management of the Service, without giving any prior notice to the subscriber.
2. Users of the Service may not contest any such decision by the Company, and an Administrator will not be held responsible for any damage that may arise from such an action.
3. If an Administrator removes maps or similar content pursuant to paragraph 1, he is not obliged to disclose the reasons for doing so.
4. Paragraph 1 does not provide for an Administrator’s obligation to monitor maps or similar content.

Article 12 (Use of maps or similar content)

1. Users shall use landmark information and landmark boards at their own responsibility and expense and in compliance with the applicable license. The same shall apply to maps and materials included in the landmark information and landmark boards.
2. If a user cancels their registration, receives a disposition of expulsion, performs any actions prescribed in Article 16, paragraph 1 (Prohibited matters), or if the applicable period set forth in Article 25 (Applicable period) ends, or else if the Company or a subscriber removes maps, or other content, from the Service, or the Company terminates the Service, the subscriber loses the rights to use any of the content provided on the Service. Even if the user or a third party incurs any damage due to the loss of such rights, the Company accepts no responsibility for this damage.

Chapter 6: Exemptions

Article 13 (Exemptions)

1. If a user receives a demand or claim from another subscriber, user or a third party (hereinafter referred to as “a third party or otherwise”) in respect of a violation of the Terms of Use or in respect of a map, or if any demand or claim is made against a third party or otherwise, the user shall settle this dispute at their own responsibility and expense, thereby ensuring that the Company suffers no harm or damage. The Company accepts no responsibility for any harm or damage that may arise from this. Should the Company suffer any harm or damage, the subscriber shall indemnify the Company for any damage, loss or expenses that arise from their actions.
2. Users hereby acknowledge that the Company shall not respond to any notice or contact from a third party or otherwise regarding any harm or damage as set forth in the preceding paragraph. Users are themselves responsible for dealing with any such notices or contacts from a third party.
3. The Company does not, either explicitly or implicitly, guarantee maps, licenses or any other content or data for errors of law or defects (such as safety, reliability, accuracy, integrity, validity, adaptability to a specific purpose or security, as well as errors, bugs or infringements). The Company shall not be obliged to check for such defects before providing users with the Service.
4. The Company shall not be obliged to save information regarding maps uploaded or published by subscribers, explanations regarding such maps, licenses chosen by subscribers, or any other settings information. The Company does not guarantee that previously downloaded maps and other data that have been lost by users may be downloaded again.
5. The Company shall not be liable under any circumstances to any subscriber or person who retains intellectual property rights or other rights regarding maps or similar content for any economic damage or damage to property or physical harm, or for incidental damage (including lost profit), consequential damage, or any other damage caused by the use of the Service, or for any reason related to maps or similar content provided by the Service, regardless of whether or not the Company receives notice of or is aware of such damages or the possibility thereof. However, this exemption shall not apply to cases where there is an agreement between the Company and the subscriber (including this Agreement) corresponding to a consumer contract as specified by the Consumer Contract Act.
6. Notwithstanding the preceding proviso, the Company shall not be liable for any damages arising from special circumstances (including cases where the Company or the user foresaw, or should have foreseen, such damages) that are suffered by a user of the Service, even if such damages are caused by error of the Company (excluding cases of gross negligence) due to failure to fulfill its obligations or tort.
7. Any compensation made by the Company to a user for any damage caused by error of the Company (excluding cases of gross negligence) due to failure to fulfill its obligations or tort shall not exceed 500 yen.
8. The Company shall not under any circumstances be liable for compensation for any damage caused by discontinuation, suspension, termination, unavailability of the Service or modification of support for the Service, or by the removal or loss of maps or similar content, or for any other damage suffered by a user in connection with the Service.

Chapter 7: Other

Article 14 (Intellectual property rights of the Website)

All intellectual property rights of the Website, other than those duly attributable to a user or a third party in connection with maps or similar content shall belong to the Company.

Article 15 (Suspension, discontinuation, modification or cancellation of the Service)

1. If any of the following circumstances apply, the Company may suspend or terminate all or part of the Service. In the event of such a suspension or termination, the Company shall, in the prescribed manner, notify subscribers of such an event. However, this shall not apply in cases of emergency.

   • - In case of failure of equipment or the communications environment for providing the Service, or if maintenance or updating of these is required;
   • - In case data are lost due to a hard disk failure in servers that provide the Service;
   • - In case the Service cannot be provided due to force majeure, such as a power outage, fire, failure of social infrastructure or natural disaster;
   • - In case the Service cannot be provided due to force majeure, such as a power outage, fire, failure of social infrastructure or natural disaster;
   • - In case the Company deems it necessary to suspend the provision of the Service due to operational or technical issues or any other circumstances.
2. The Company may, as deemed necessary, revise the content or name of the Service by notifying subscribers in advance in the prescribed manner, or may suspend or terminate all or part of the Service. However, the Terms of Use shall remain applicable even if the content or name of the Service is revised.
3. The Company, if warranted by changes in the social situation, revision or abolition of laws and regulations, or any other unavoidable circumstances, may terminate the Service entirely by notifying subscribers in advance in the prescribed manner.
4. The Company shall not be liable for any damage suffered by users arising from a suspension, discontinuation, modification, cancellation of all or part of the Service, or termination thereof.

Article 16 (Prohibitions)

1. Users may not perform any of the actions prescribed in the following items (hereinafter referred to as “the prohibitions”).

   • - The user registers a fictitious name, or the name of a third party (including a parent or brother/sister or any other relative) for registration as a subscriber, or else registers as a subscriber on behalf of a third party;
   • - The user signs in to the services by using a third party’s password;
   • - The user abuses the Service or systems provided by the Company;
   • - The user infringes intellectual property rights, image rights, publicity rights and privacy rights of the Company, other users or a third party;
   • - The user slanders or libels other users or a third party (including instances that do not constitute defamation);
   • - The user causes a loss to the Company, other users or a third party;
   • - The user engages in an action or actions that may obstruct the provision of the Service;
   • - The user engages in an action or actions that place an unreasonable burden on the servers;
   • - The user transmits files via the Service containing a computer virus, contaminated files or any other files that may damage computer functions; the user add hyperlinks to websites on landmark information;
   • - The user engages in behavior that may contravene public order or morality;
   • - The user breaches the Terms of Use or laws and regulations;
   • - The user engages in any other activities deemed by the Company as inappropriate for using the Service;
2. For any matters that fall under these prohibitions, the Company shall take any measures deemed necessary at its own discretion, such as demanding the suspension or cancellation of such actions by email or any other means deemed appropriate, or removing some or all landmark information or landmark boards with regard to the Prohibitions, or else suspending or blocking a user’s rights to access the Service. In this event, the Company shall not be liable for any damages incurred by the user.
3. The user must pay full compensation for any damage incurred by the Company or a third party relating to the user’s actions in respect of any of these prohibitions.
4. The posting of any content created by using the Service or any similar activities to a social network service operated by a third party shall be subject to the terms of use of the social network service concerned, in addition to these prohibitions. Therefore, it is the responsibility of subscribers to understand the prohibitions included in these terms of use.
5. Regarding the posting of contents created by using the Service to such social network services, the Company shall not be liable for any dispute or damage that arises out of such actions by a subscriber, including those related to the compliance of the posted contents with the social network services’ terms of use or the accuracy of any posted information.

Article 17 (Individual service policy)

1. Aside from the Terms of Use, the Company may set forth guidelines or else an individual service policy (“an Individual Policy”). An Individual Policy shall constitute part of the Terms of Use.
2. In the event of any inconsistency between the Terms of Use and an Individual Policy, the former shall prevail.

Article 18 (Additions/amendments to Terms of Use)

1. The Company may make amendments to the Terms of Use and the Privacy Policy by notifying subscribers in advance in the prescribed manner. In such cases, subscribers shall be responsible for acknowledging such amendments.
2. Subscribers hereby agree that, upon receiving such notification, they shall be deemed to have acknowledged such amendments to the Terms of Use and Privacy Policy when they next use the Website. Given this, if a subscriber continues to use the Website, the subscriber shall be deemed to have agreed to all provisions of the Terms of Use and Privacy Policy as amended.

Article 19 (Use of maps or similar content by the Company)

1. Subscribers shall license the use of all or part of maps or similar content which they publish on the Website (including individual maps and materials in the map) by the Company without prior notice, on a non-exclusive basis, free of charge and in any part of the world, provided that such use is within the scope of limitations prescribed as follows.

   • - The Company may use maps created or published by subscribers only for the purposes of advertising or promoting the use of the Service, and in newspapers, magazines, websites, TV programs, packaged media and other media outlets, as well as for other purposes (including copying, quoting, disseminating, distributing, exhibiting, translating modifying and announcing).
   • - The Company may list maps as search objects.
   • - The Company may use maps for other purposes which it deems beneficial for itself and the Service.
2. The provisions of the preceding items shall apply to subscribers whose subscription has been terminated and who are subject to expulsion, as well as those who have deceased. Regarding the purposes of use set forth in paragraph 1, subscribers shall not exercise any image rights, privacy rights, publicity rights, copyrights, author’s personal rights or any other personal rights to maps.
3. If a subscriber has been licensed to use maps or materials by a third party for creating or publishing maps or similar content, the subscriber shall obtain permission from the third party to sublicense the use of such maps or materials to the Company to the extent necessary for the purposes set forth in this section.
4. Compensation must be paid by the subscriber for any damage suffered by the Company or the third party due to the subscriber’s failure to obtain such permissions, whether by negligence or otherwise, along with any other liabilities caused by such failure.

Article 20 (Storage and disclosure of maps or similar content)

1. The Company, if required by relevant laws and regulations, or if it deems it necessary may back up and store maps or similar content, and may disclose such data to a third party.
2. Company is not under any circumstances obliged to store maps or similar content.

Article 21 (Notification)

1. The Company shall use email, Twitter or any other means of communication deemed appropriate for sending notifications to subscribers.
2. Subscriber shall contact the Company by using forms prescribed by the Company for contact purposes, or by following other prescribed procedures. The Company will not respond to telephone calls from, or visits by, subscribers.

Article 22 (Handling of personal information)

1. Subscribers hereby agree that the Company handles user information obtained through the provision of the Service according the Stroly Privacy Policy.
2. The Company may automatically obtain from subscribers’ browsers IP addresses, cookie information, browsing history, user environment data, usage dates and other relevant information (hereinafter referred collectively as “user Information”), and store such information on the Company’s servers.
3. Such information will be collected for improving the user experience of the Service. The Company shall utilize such information only if it has a legitimate reason for doing so, such as when checking improper access to the Service or other abuses thereof.

Article 23 (Prohibition of assignment)

Subscribers shall not take over, assign or pledge as collateral to any third party their status and rights and obligations prescribed in the Terms of Use. Subscribers hereby agree that the Company may take over, assign or pledge as collateral to a third party the status and rights and obligations prescribed therein.

Article 24 (General clauses)

1. Should any of the provisions set forth in the Terms of Use become invalid or unenforceable under relevant laws and regulations, the validity and enforceability of any other provisions therein shall not be affected. Further, any provisions that are deemed to have been invalid or unenforceable shall be amended to make them valid.
2. Any agreement as to the waiver or failure to exercise all or part of the provisions of the Terms of Use shall be made by mutual consent of the party responsible for such a waiver or failure, evidenced by an agreement in writing signed by all parties.
3. The Terms of Use and an Individual Policy shall constitute the complete and sole agreement between the concerned parties regarding the Service, and shall supersede any and all other agreements or understandings thereof, except those explicitly indicated therein.

Article 25 (Application period)

1. The Terms of Use shall be applicable from the earlier of the date on which the user agrees on the terms and conditions therein or the date on which the user uses the Service for the first time, until the occurrence of any of the following (hereinafter referred to as “the application period”).

   • - Termination of the Service
   • - Removal of or cancellation of the publication of all landmark information created and published by a subscriber, and the termination of use of any of the Service in whole or part.
   • - The subscriber terminates a subscription of their own accord, receives a disposition of expulsion, or becomes subject to a suspension of rights to access the Service or a prohibition thereof.
2. Notwithstanding the preceding paragraphs, and even after the termination of the application period, Article 5, paragraph 5 (Password), Article 6 (Termination of subscription), Article 7 (Expulsion), Article 9, paragraphs 1, 4, 6, and 8 (Points to note on creation of landmark information and landmark boards, and publication), Article 10, paragraph 2 (Revision, removal or cancellation of publication of maps), Article 11, paragraphs 2 and 4 (Removal of maps or similar content by the Company), Article 12 (Use of maps or similar content), Article 13 (Exemptions), Article 14 (Intellectual property rights of the Website), Article 15, paragraph 4 (Suspension, discontinuation, modification or cancellation of the Service), Article 16, paragraphs 2 and 4 (Prohibitions), Article 19 (Use of maps or similar content by the Company), Article 20 (Storage and disclosure of maps or similar content), Article 25 (Application period), Article 24 (General clauses) and Article 26 (Governing law, court with jurisdiction and settlement of disputes) shall remain applicable to such subscribers.

Article 26 (Governing law, court of jurisdiction and settlement of disputes)

1. This Agreement shall be governed by the laws of Japan.
2. Where any legal action arises between the Company and a subscriber, the exclusive court of first instance shall be the Kyoto District Court.
3. If any dispute arises amongst subscribers, users, or third parties, or between subscribers and users, or between subscribers, users and a third party, any such dispute shall be settled amongst themselves by the parties concerned. Users shall not file any complaints against the Company or make any claim for damages against the Company.