Terms of Use

This usage agreement (hereafter “these Terms of Use”) defines conditions that the Customer must agree to when using the Service (This is a combination of the provision of “Subscriptions” stipulated in Article 2, No. 2 and “Cariot vehicle-loaded device” in Article 2, No. 5.) provided by Flect Co., Ltd. (hereafter “Flect”). By clicking an online agreement box, the Customer indicates their consent to these terms of use, and the terms of use take effect.

These Terms of Use is made in Japanese and translated into English. The Japanese text is the original and the English text is for reference purposes. If there is any conflict or inconsistency between these two texts, the Japanese text shall prevail.

Chapter1 General Rules and Common Matters

Article 1 (General Provisions)

  • These Terms of Use define the basic terms of the Service and must be adhered to by all customers.
  • Of these Terms of Use, Chapter 1 applies in common to the Cariot Service, Chapter 2 applies to the Device Sales Agreement and Chapter 3 applies to the device rental service.
  • If Flect defines individual rules or additional rules through separate documents, or when it sends information on the Service through email or other means, these are considered to compose an additional portion of these Terms of Use, but if they conflict with anything written here, these Terms of Use as written take precedence.

Article 2 (Definitions)

The following are definitions for terms used in these Terms of Use:

  • The Service –
    An application that, based on a Salesforce OEM partner contract, works with the SFDC platform to put customers’ data, gathered from Cariot vehicle-loaded devices and Cariot smartphone app and sent via a third-party’s communications network, in cloud storage.
  • Subscription –
    Right to use the Service and Cariot Vehicle License and Cariot User License (including administrators, drivers). And also includes the contents of any third-party documents or terms of use (hereafter “individual terms of use”).
  • Cariot User License(including administrators, drivers.)-
    A cloud-use license for Salesforce OEM, provided by Flect in place of Salesforce.com.
  • Cariot Vehicle License –
    An online, web-based cloud-use license provided by Flect for use with Salesforce.
  • Cariot vehicle-loaded device –
    Devices supplied by Flect that are attached to vehicles to gather data.
  • Cariot smartphone app –
    Smartphone app “Cariot” provided by Flect.
  • Device Sales Agreement –
    Contract from Flect to sell Cariot vehicle-loaded device to Customers.
  • Device rental service –
    Service that rents Cariot vehicle-loaded device from Flect to Customers.
  • Third Party Service –
    Services (including but not limited to the use of devices, software and network lines) provided by a third party in relation to the Service and any other information provided, reported, or announced by Flect in relation to these Terms of Use and the Service.
  • The Customer –
    A corporation or other organization that has agreed to these Terms of Use and entered into a subscription contract with Flect.
  • Application information –
    Information, specified by Flect, that a customer provided when applying for the Service, and information that Flect requested during use of the service because of determining it to be necessary, and information added or changed by the Customer on their own initiative.
  • Contents –
    Data that customers can access through the Service, including but not limited to text, images, videos, voice files, music, software and code.
  • Transmitted data –
    Contents that are inputted or sent by a customer using the Service, including contents that are collected from sensor devices or other equipment.
  • Intellectual property rights –
    Copyrights, patents, utility model rights, trademark rights, design rights and other intellectual property rights (including the rights to acquire these rights and to request registrations, etc. for these rights).

Article 3 (Use of Services)

The Customer shall use the Services provided by Flect in accordance with the provisions of the Subscription Contract and these Terms of Use and within the usage means as specified by Flect.

Article 4 (Application)

  • A person which wishes to use the Services shall agree to enter into a Subscription Contract with Flect and abide by these Terms of Use and the Third Party Terms of Use. A person may enter into a Subscription Contract with Flect by providing Application Information in a manner as requested by Flect or its vendors.
    Flect shall have the discretion to decide whether to accept an application by a person, and shall exercise such discretion in accordance with Flect’s policies and standards. If Flect accepts the application by the person, the Subscription Contract shall be established between the Customer and Flect by way of notice or announcement from Flect. The person shall thereafter be allowed to use the Services in the manner as specified by Flect.
  • Flect may reject an applicant applying for the service if any of the following apply:
    • The applicant has had their usage of the Service suspended in the past or currently is under such suspension.
    • The applicant is an anti-societal group, etc. (an organized crime group, members of an organized crime group, a right-wing organization, an anti-societal group, or a similar group), or the applicant is cooperative or involved with funding or otherwise maintaining or managing anti-societal groups, etc. or Flect otherwise judges the applicant has ties to such groups.
    • The applicant is in the same product field as Flect, a rival company, or deals in products or services, etc. that are similar to, identical to or otherwise a competitor to the Service.
    • Other reasons that lead Flect to judge the applicant as not suitable for acceptance.
  • Article 5 (Third-Party Services)

    • The Customer can apply for use of third-party services to Flect or Flect vendors. Third-party services are parties provided to the Customer by someone other than Flect, and the price and other conditions for third-party services will be defined separately from these Terms of Use. When the Customer applies for use of a third-party service, Flect will supply the service without delay, but it does not offer any guarantees that the service is necessarily useable, or that the timing of the start of service use or other usage conditions will match the Customer’s wishes.
    • The responsibility for third-party services will be with the providers of those services. Flect makes no guarantees of third-party services’ fitness for the Customer’s specific purposes, value as a product, accuracy, usability, completeness, legality, conformity to any internal organizational rules that apply to the Customer, lack of security flaws, errors or bugs, or lack of infringements on the rights of third parties.
    • In the case of a mid-contract cancellation based on these Terms of Use, the end of a subscription contract due to completion without renewal, or any other reason that leads to the end of a subscription contract between Flect and the Customer, the Customer’s use of any third-party service will also be ended, unless there has been an agreement otherwise between the Customer, Flect and the provider of the third-party service.

    Article 6 (Changes to Registered Information)

    The Customer shall notify Flect of any changes to its registered information in the manner as specified by Flect.

    Article 7 (Management of Passwords and User IDs)

    • The Customer shall be responsible for the proper management and safekeeping of its passwords and user IDs in relation to the Services. The Customer shall not allow third parties to use the Customer’s passwords or user IDs, or give, transfer or sell such passwords or user IDs to third parties.
    • The Customer shall be responsible for any damage caused by improper management of passwords or user IDs, use by third parties and no responsibility shall be held by Flect for any such damage caused.

    Article 8 (Ownership of Intellectual Property Rights)

    • All intellectual property rights associated with the Service, contents and other information related to the Service that are supplied by Flect belong to Flect, Salesforce.com or others providing licenses Flect and Salesforce.com.
    • The Customer may not, without permission from Flect, create derivatives, edit or remake the Service and release it or allow a third party to use it, and may not for any reason perform acts (including but not limited to disassembling, decompiling and reverse-engineering) that infringe or may infringe on the intellectual property rights of Flect or those who have agreed to subscriptions with Flect.
    • Trademarks and logos may appear on the Service, but Flect does not transfer or allow the use of these to the Customer or any third party.
    • Intellectual property rights and other rights associated with transmitted data remain those of the Customer or an owner that has authorized the transmission of their data, and usage of the Service or sending of transmitted data to Flect does not transfer those intellectual property rights or other rights to Flect.

    Article 9 (Usage Fees)

    • The Customer will, when using the Service and before the payment deadline, pay a yearly fee in a single prepayment that covers the cost of the Cariot vehicle-loaded devices they will buy and the license fee for the subscription.
    • However, if the Customer purchased the Service as an addition to an ongoing subscription, the payment will be for the cost of the Cariot vehicle-loaded devices and the license free for the subscription for the remaining months of that yearly period. The payment will be by month, and even if service is started mid-month, Flect will charge for the entire month.
    • If the Customer is delayed in paying the Service usage fees or other fees based on these Terms of Use, the Customer will pay late fees to Flect at a yearly rate of 14.6% the late amount.
    • The fee for using the Service shall be as stipulated by Flect.

    Article 10(Method of payment)

    The Customer shall pay the Cariot Service Usage Fee by the method of transferring it to the bank account designated by Flect by the end of the month following the month in which you provided the application form, etc. for this Agreement. However, if the payment date corresponds to a Saturday, Sunday, or public holiday, the payment shall be made by the previous business day. The transfer fee will be borne by the customer.

    Article 11(Cariot smartphone app)

    • The Customer may also use the Services by installing the Cariot smartphone app in the way specified by us. In addition, the information terminal and the communication line to install this application shall be prepared at the customer’s expense.
    • Flect shall not be liable for any inability to use the Cariot smartphone app (including installation of the Cariot smartphone app) and any troubles, failure, damages, etc. caused by the use of this application. In the event of damage to a third party due to the use of the application it shall be resolved between the Customer and the third party, and Flect shall not be liable for any damages.
    • The Customer agree in advance that all or part of your use of the Service may be restricted in any of the following cases:
      • When it is not possible to confirm the usage qualification, etc. in the authentication function such as user ID, user password, etc. for the purpose of confirming the eligibility to use the Service
      • When using this service in an environment where you cannot connect to the Internet
      • When using the Service in a communication situation where real-time communication is not possible
    • Flect is not obligated to provide the contractor with software support and modified versions (including updated versions) related to this service.

    Article 12(Use of the API)

    • The Customer may use API (application programming interface, hereafter referred to as “this API”) that Flect have within the scope necessary for the purpose of this contract free of charge and non-exclusively.However, upon prior notice from Flect, it shall be possible to change it to a fee even during the validity period of this Agreement.
    • The Customer shall not re-authory, provide, lend or other dispositions to any third party with regard to this API, except with the prior written consent of Flect.
    • In using this API, the Customer shall not perform any of the following acts:
      • Send information that contains computer viruses or other harmful computer programs
      • The act of sending data that exceeds a certain amount of data capacity specified by Flect in connection with this API
      • Tampering with information that can be used in this API
      • Acts that may interfere with the providing of this API
      • Any other acts that Flect determines to be inappropriate
    • Flect may temporarily suspend the Service pertaining to this API without prior notice in any of the following cases, and the Customer agree in advance:
      • When it is difficult or difficult for Flect to provide a normal service due to a significant load or failure on this API
      • When Flect recognizes that a third party may suffer significant damage by providing this API, such as tampering with data related to this API, hacking, etc.
      • When a failure occurs in the Service due to a natural disaster, power outage, or other reasons not attributable to Flect or the Customer
      • When trouble such as server equipment or telecommunications equipment installed by Flect occurs
      • When an unavoidable reason such as an unexpected accident or force majeure occurs
    • Regarding this API disclosed to the Customer, Flect makes no warranty as to the accuracy, usefulness, legality, security, fitness for a particular purpose, non-infringement, or any other matters, and shall not suffer any damages a result of this.
    • The Customer shall notify Flect of the contents of this API without delay if any defect is found.

    Article 13 (Free Trials)

    • Flect may provide free trials of the Service. The free trial will last for two weeks, starting from the time that the trial-use Cariot vehicle-loaded device arrives. However, if a user of a free trial requests so from Flect and Flect approves the request, a trial can be extended to up to 85 days from the day of device arrival.
    • If during the free trial period the Customer applies for a subscription contract according to Article 4 and the contract is formed, then they will be transferred from the free trial to the subscription of the Service.
    • If there is no subscription made as described in the previous clause during the free trial, then after the end of the free trial period, Flect may delete all of the data saved or used by the trial user without giving notice to the trial user.
    • For users of the free trial, regardless of any other statements in these Terms of Use, Flect makes no guarantees about provision of the Service during the trial period, nor assumes any responsibilities, including that of paying compensation for damage.
    • If during the free trial, equipment, etc. is lent by Flect to the Customer, the Customer must take care in the use of the lent items as a well-meaning administrator, and if the lent items are damaged or lost, the Customer will cover the cost of restoring or replacing the lent items. If the lent items are not returned after their use, Flect may charge the Customer for cost of lent Cariot vehicle-loaded devices.

    Article 14 (Changes to Price Plan)

    • If the Customer desires to change their price plan, they will notify Flect or a Flect vendor of their desire to change the plan in the manner specified by Flect, and if Flect approves the application for the change, the change will take effect when Flect sends the Customer notice that the change was approved. The Customer may only choose one price plan at a time per contract.
    • If there is notice from Flect according to the previous clause, the new price plan will take place from the 1st of the month after the day of the notice.
    • The process described in this article cannot be used to downgrade the price plan, and the Customer understands that responsibilities may apply after changing the price plan.

    Article 15 (Prohibited Acts)

    The Customer may not do, either themselves or through a third party, any of the following acts while using the Service:

    • An act that violates or assists in violating: a law or legal order, a court ruling, decision or order, or a government measure with binding legal power
    • Scams or threats toward Flect, other customers or third parties
    • Acts that are opposed to or may damage public order and morals
    • Acts that infringe on the intellectual property rights, privacy or other rights or damage the profits of Flect or a third party, or that may do so.
    • Use of the Service without right to do so, or using it beyond the scope granted by a subscription
    • Copying of the Service (except for as needed for standard use of the Service)
    • Modifying the Service or creating works based on the Service
    • Allowing re-use of the service by a third party
    • Revealing the Service’s benchmark tests or analysis results to a third party
    • Reverse-engineering the Service, decompiling or disassembling, recreating or transforming the Service, or otherwise attempting to decode the source code.
    • Selling, renting or leasing the Service
    • Applying excessive load to the Service’s system, etc.
    • Accessing systems connected to the Service without right to do, or illicitly overwriting or deleting data on Flect equipment
    • Impersonating Flect, other customers, or third parties
    • Giving profits to anti-societal groups, etc.
    • Directly or indirectly inciting any of the above-mentioned acts, or enabling others to do them
    • Other acts deemed inappropriate by Flect
    • Using the IDs or passwords of other users of the Service

    Article 16 (Support)

    • Flect will offer support for questions, etc. from the Customer through email or telephone. As a basic rule Flect will endeavor to respond within 2 days from receiving an initial inquiry, but the Customer acknowledges that questions may require more time than this to answer.
    • Flect does not guarantee that the support of the previous clause will provide a solution to the problem being asked about.
    • When providing an updated version of the Service, Flect will first notify the Customer through a method such as email, and the Customer will be able to use the updated version through a separately defined method. Flect does not assume any responsibility for any malfunctions in the Service if the Customer does not use the updated version.
    • Flect makes backups of data on the Service’s servers in case of system-wide damage, etc., but does not have a duty to recover the Customer’s data, regardless of the circumstances.

    Article 16-2 (Paid support)

    • In addition to the provisions of the Article 16, the Customer may use the Paid Support (a support plan that can be used by paying a fee separately from the Cariot usage fee), and the type and content of paid support shall be as specified by Flect.
    • When using paid support, the Customer shall make a prescribed application to Flect, and Flect shall issue an estimate. After Flect issues the quote, the Customer submits the prescribed purchase order, and by notifying or displaying acceptance of the contents of the order from the Flect, a contract for paid support shall be concluded between the Customer and Flect.
    • Terms and conditions such as scope of paid support, duration of implementation, place of work, fee, payment time, etc. are as specified in the purchase order.

    Article 17 (Exclusion and Limitation of Liability)

    • This product is offered as is, and Flect makes no guarantees of its suitability as a product, completeness, security, suitability to a particular purpose, lack of bugs or conformity to any laws or internal organizational rules that apply to the Customer.
    • Flect does not guarantee that the information obtained from the contents, etc. of the Service will be applicable to the Customer’s specific objectives or will meet the Customer’s expectations for value, accuracy or utility.
    • The Service uses third-party services. Rules for the use of the third-party services are based on the SLAs of the providers of those services. Flect does not assume responsibility for any interruption, halt or termination to the Service or inability to use the Service that is caused by a third-party service’s malfunction, halt, termination, or other issue, or for any damage caused to the Customer by reasons due to a third-party service.
    • In addition to the reasons of the previous clause and of Article 24, Flect will not be held responsible for paying compensation for damage caused by interruptions, halts or terminations to the Service, inability to use the Service, deletion or loss of data, deletion or loss of usage rights, equipment malfunctions or damage or any other reason that is caused by or related to the Service, if the cause was not the fault of Flect.
    • If a dispute related to the Service arises between the Customer and a third party, the Customer will immediately notify Flect of this and be responsible for resolving the dispute and doing so with its own funds, and Flect will not in any way be involved or hold any responsibility regarding the dispute.

    Article 18(Non-refundable)

    The Customer agree in advance that Flect will not refund any Cariot usage fees or any other fees related to the Service paid by the Customer to Flect, and will not be exempted from any outstanding expenses at the end of this Agreement, whether for expiration, termination or other reasons.

    Article 19 (Confidentiality)

    • Unless it has prior agreement with Flect in writing to do otherwise, the Customer will treat all information shown by Flect to the Customer in relation to the Service as secret, and it will not reveal or leak the information to a third party, nor use it for a purpose other than use of the Service.
    • On request from Flect at any time, the Customer must, without delay, return or destroy the information described in the previous clause, including any documents or other media including it and all copies of them, in accordance with Flect’s instructions.

    Article 20 (Transmitted Data)

    • The Customer expresses and guarantees to Flect that it has a legal right to send the transmitted data and that the transmitted data does not violate the rights of any third parties.
    • If Flect determines that transmitted data violates or may violate the law or legal orders or these Terms of Use, it can delete the applicable data or otherwise limit the Customer’s use of the Service without prior notice. Flect assumes no responsibility for damage caused to the Customer by the application of said limits.

    Article 21 (Collection and Handling of Data about the Customer)

    • For handling of application information and other information about the Customer, Flect will abide by the separately defined privacy policy (http://www.flect.co.jp/privacy/), and the Customer agrees that Flect shall handle the applicable information according to the rules in the privacy policy.
    • Flect can use or incorporate into the Service all proposals, improvement requests and other feedback supplied by the Customer, and the Customer agrees to this.
    • Flect can use the Customer’s application information, transmitted data or other information or data to, under its own discretion, improve the provision, operation or contents of the Service, and can also use it to release statistical data in a form that does not identify the Customer, and the Customer agrees to this.
    • The Customer agree that Flect may disclose and use the application information, transmitted data, and other information and data provided by the Customer to Flect in the minimum necessary form to the business operator providing the third party service for the purpose of providing added value to the Service.

    Article 22 (Warranties and Indemnities)

    • If the Customer causes damage to Flect through violating these Terms of Use or through its use of the Service, it must pay Flect compensation for all of this damage, including costs for lawyers or other specialists and for Flect personnel.
    • If, in connection with the Customer’s use of the Service, Flect is demanded to pay money for an infringement of another customer’s rights or a third party’s rights or another reason, the Customer must compensate Flect for the costs that Flect had to pay or the money that Flect paid to have the dispute settled, including costs for lawyers or other specialists and for Flect personnel.
    • Even if rules absolving Flect from compensation responsibility do not apply and Flect owes compensation to the Customer for damage received in connection with the Service, the compensation amount will be limited to the total of the amount paid by the Customer over the previous six months from the time of the damage occurring. Flect shall not be held responsible for paying compensation for collateral damage, indirect damage, special damage related to the customer’s situation, or missed opportunity for profits because of damage.

    Article 23 (Measures in case of violation of Terms of Use)

    • If Flect judges that any of the below apply or are thought to possibly apply, Flect can, under its own judgment, delete the Customer’s application information or transmitted data, temporarily suspend the Customer’s use of the Service or apply restrictions, or end the Customer’s subscription (hereafter referred to as “usage halt measures”).
      • The Customer violated any article or clause of these Terms of Use
      • Application information submitted by the Customer to Flect is found to have been falsified
      • The Customer is late in sending a payment to Flect, and does not correct this within 7 days of receiving a bill from Flect
      • The Customer becomes unable to make payments, or has filed to begin bankruptcy, civil rehabilitation, liquidation or similar proceedings
      • The Customer had a very large drop in credit reliability or made businesses changes that adversely affect credit reliability
      • The Customer has decided to disband, merge with another company or otherwise go through restructuring
      • The Customer has not responded for 30 days or more to an inquiry from Flect or another message seeking response
      • The Customer is an anti-societal group, is contributing to or cooperating with the maintenance or management of anti-societal groups through funding or other means, or is otherwise interacting with anti-societal groups by the judgment of Flect
      • Flect judges that usage halt measures on the Customer are necessary for the management of the Service
      • Flect has judged that an issue similar to the above-mentioned cases applies
    • The application of usage halt measures does not absolve the Customer from any responsibilities or debts from the subscription, including but not limited to damage compensation debts, that they hold toward Flect or a third party.
    • Flect does not accept any responsibility for damage incurred on the Customer as a result of actions taken by Flect based on this article.
    • If any of the conditions of Clause 1 are judged to apply to the Customer, the Customer must pay any remaining debts to Flect immediately, regardless of what their deadlines had been.

    Article 24 (Changes, Additions, Termination or Halting of the Service)

    • Flect can add to or change all or part of the Service without prior notice to the Customer.
    • Flect can, by its own judgment, end part or all of the provision or operation of the Service, in which case it will first notify the Customer of this in a manner that it judges appropriate. However, in cases of emergency it may not notify the Customer first.
    • Flect may halt the service for system or server maintenance, such as for software updates or other maintenance. If planning maintenance, Flect will notify the Customer of the time and date of maintenance and other necessary information. However, if the following clause applies, or if an emergency or other pressing situation occurs, Flect will not necessarily send notification first.
    • If any of the following apply, Flect may temporarily halt part or all of the Service without first notifying the Customer:
      • If performing regular or emergency maintenance on hardware, software, communications equipment, etc. used for the Service
      • If the system is under unexpected burden, such as due to excessive access
      • If it has become necessary to ensure the Customer’s security
      • If the network provider’s service is unavailable
      • If a natural disaster or other force majeure prevents provision of the Service
      • If an unexpected incident such as fire or blackout, war, unrest, riots, struggle between labor and employers, etc. prevents provision of the Service
      • If operation of the Service has been disabled by a law or legal order or a measure based on a law or legal order
      • If, for a reason similar to those listed above, Flect judges a temporary halt to be necessary
    • Flect accepts no responsibility for damage caused to the Customer by measures conducted based on this article.

    Article 25 (Term)

    • The subscription period will be valid between Flect and Customer for the length on the usage application, starting from the day of the contract being established as per Article 4.
    • If the Customer purchases the Service as an addition to an existing subscription, the added subscription period will be valid only for the remainder of the existing subscription.

    Article 26 (Amendments to Terms of Use)

    Flect can change or add to these Terms of Use and to individual terms of use. If changing the Terms of Use, Flect will notify the Customer of the changes using the methods described in the next article. If the Customer uses the Service after the changes are made or does not take measures to end their contract with a period set by Flect, the Customer will be considered to have agreed to the changes in the Terms of Use and the Service.

    Article 27 (Communications and Notifications)

    • Communications by Flect to the Customer about the Service including notifications about changes to these Terms of Use will be done by email or other methods as deemed appropriate by Flect.
    • Communications by the Customer to Flect including inquiries about the Service will be done by email or other methods as specified by Flect.

    Article 28 (Transfer of Terms of Use Roles)

    • The Customer may not, without the prior written agreement of Flect, transfer their role in the subscription contract or part or all of their rights or responsibilities in these Terms of Use to a third party, including through inheritance via a merger or company breakup, or use these as credit guarantees.
    • If Flect transfers its business in relation to the Service to another company, it may transfer the role of the Customer in the subscription contract, the rights and responsibilities of these Terms of Use, the Customer’s application information and other information to the other company, and the Customer will be considered to have agreed to this. The transfer of business referred to in this clause includes the cases that Flect ceases to exist in its previous form or is broken up due to a merger or breakup.

    Article 29(Elimination of anti-social forces)

    • In these Terms of Use, anti-social forces are organized crime groups, organized crime groups, quasi-members of organized crime groups, organized crime group-related companies, general assembly houses, social movements, etc., or special intelligence violence groups, and other similar persons.
    • The Customer express and warrant that you do not fall under any of the following, and that it will not apply in the future:
      • If you fall under or are in the case of an anti-social force
      • Unjust use of anti-social forces, such as for the purpose of profiting from oneself or a third party
      • Providing benefits to anti-social forces, such as providing funds and convenience
      • If you have a socially rehydrated relationship, such as close relationship with an antisococity force
      • A person who is publicly recognized for committing a violent or intimidating criminal act, or is publicly recognized by the press or others, or is involved with or connected to such person.
      • Use of fraud, violent acts, or threatening wording against the other party by using yourself or a third party
      • When you use yourself or a third party to peruse a false theory or use power to damage or damage the honor, credibility, etc. of the other party.
      • When you have committed an act equivalent to the case or the previous one
    • If the Customer violate the express warranties or guarantees set forth in the previous paragraph, Flect may terminate this Agreement without prior notice or notice.
    • If Flect cancels this Agreement pursuant to the provisions of the previous paragraph, it shall not be necessary to compensate the Customer for any damages incurred. In addition in the event of damage to Flect due to the violation of this Article, the Customer shall compensate for all such damages.

    Article 30 (Severability)

    If any article or clause of these Terms of Use or any part of an article or clause are determined to be invalid or not doable under law or legal order, the remaining articles and clauses and the remaining parts of partially invalid or not doable articles and clauses will continue to have full validity.

    Article 31(Mutatis Mutandis)

    • If this Agreement is established through an agent entrusted by Flect, these Terms and Conditions applicable to this Agreement shall apply between the Customer and the Agent. In this case, “Flect” of these Terms and Conditions shall be replaced with “Agent”.
    • In the event of a dispute, etc. between the Customer and the Agent, the dispute shall be handled at the Customer’s expense and responsibility, and Flect shall not be responsible for such dispute, etc.

    Article 32 (Surviving Articles)

    Article 8, Articles 17 through 22, Article 23 Clauses 2, 3 and 4, Article 24 Clause 5, Article 27, Articles 28, Articles 30, Articles 31, Articles 32, Articles 33, Articles 39 Clauses 1 and 2, Articles 47 will continue to be valid even after the end of the subscription contract.

    Article 33 (Governing Law and Dispute Resolution)

    These Terms of Use are based on Japanese law. All disputes arising from or related to these Terms of Use will be tried initially under the exclusive jurisdiction of either the Tokyo Summary Court or the Tokyo District Court, depending on the value of compensation being sought in the dispute.

    Article 34(Settlements through discussion)

    For matters not covered by these Terms of Use, or if questions arise between Flect and the Customer about the interpretation of these Terms of Use, they will endeavor to quickly resolve the matter through discussion based on principles of honesty and sincerity.

    Chapter2 Device Sales Agreements

    This chapter describes what you must agree to with regard to the Device Sales Agreement defined in Article 2, No. 6, and this chapter applies only to the Device Sales Agreement.

    Article 35(Delivery)

    In the case of an application from the Customer, Flect shall deliver Cariot vehicle-loaded device to the delivery location designated by the Customer.

    Article 36(Submitting a delivery letter)

    When delivering Cariot vehicle-loaded device, Flect shall submit the prescribed delivery notice to the Customer in writing or by electromagnetic records.

    Article 37(Extension of delivery deadlines)

    If Flect is unable to deliver Cariot vehicle-loaded device within the delivery deadline, Flect may specify the reason and offer an extension of the delivery deadline.

    Article 38(Inspection)

    • When Flect submits a delivery slip under Article 36, the Customer shall inspect the Cariot vehicle-loaded device within 5 days from the date of receipt of the invoice.
    • If the inspection set forth in the previous paragraph is passed, the Customer shall promptly submit a written or electromagnetic record of the inspection to Flect.
    • If there is no notice to us within five days from the date of receipt of the invoice, the Customer shall be deemed to have passed the inspection. In this case, Flect may request the Customer to submit the written inspection set forth in the previous paragraph.

    Article 39(Returns, exchanges, repair)

    • The Cariot vehicle-loaded devices are not compatible with all vehicles. The Customer is considered to have agreed that if Cariot vehicle-loaded devices are purchased without first doing a free trial to check vehicle compatibility (see Article 13) and after delivery of the devices they are found to not be usable with the intended vehicles, Flect will not accept any requests for return or replacement of devices. We ask that customers concerned about compatibility with vehicles use the free trial to check compatibility before ordering devices.
    • Flect does not assume any responsibility for Cariot vehicle-loaded devices, including legal fault.
    • Regarding repairs and warranties, all warranties for Cariot vehicle-loaded devices will be those provided by the manufacturers, and none are provided by Flect. For devices that have problems on delivery, if the Customer sends back the defective device, it will be checked by the manufacturer, and if it is confirmed to have been defective on delivery, it will be exchanged for a non-defective device. If the device is not confirmed to have been defective on delivery, the Customer will be presented with a cost for repair to the device, and the Customer will need to pay to have the repairs done. The cost of and time for repair depends on the manufacturer. Repairs will generally be done on a send-back basis. If the Customer requests a substitute device while repairs are being done, Flect will lend them a free trial-use device. Depending on what devices are available in stock, the lent device may not meet the Customer’s desires. If the substitute device is damaged or lost, the Customer will cover the cost to restore or replace it. If the substitute device is not returned by the date specified by Flect, Flect will be able to charge the Customer for the cost of the device. Lent free trial-use devices will conform to Article 13 Clause 5.

    Chapter3 Device Rental Services

    This chapter describes what you need to agree to regard to the use of the device rental services defined in Article 2, No. 7, and this chapter applies only to device rental services.

    Article 40(Delivery)

    In the case of an application from the Customer, Flect shall deliver Cariot vehicle-loaded device to the delivery location designated by the Customer.

    Article 41(Submitting a delivery letter)

    When delivering Cariot vehicle-loaded device, Flect shall submit the prescribed delivery notice to the Customer in writing or by electromagnetic records.

    Article 42(Extension of delivery deadlines)

    If Flect is unable to deliver Cariot vehicle-loaded device within the delivery deadline, Flect may specify the reason and offer an extension of the delivery deadline.

    Article 43(Inspection)

    • When Flect submits a delivery slip under Article 41, the Customer shall inspect the Cariot vehicle-loaded device within 5 days from the date of receipt of the invoice.
    • If the inspection set forth in the previous paragraph is passed, the Customer shall promptly submit a written or electromagnetic record of the inspection to Flect.
    • If there is no notice to us within five days from the date of receipt of the invoice, the Customer shall be deemed to have passed the inspection. In this case, Flect may request the Customer to submit the written inspection set forth in the previous paragraph.
    • Cariot vehicle-loaded devices are not compatible with all vehicles. The Customer is considered to have agreed that after delivery of the devices they are found to not be usable with the intended vehicles, Flect will not accept any requests for return or replacement of devices.
    • Flect does not assume any responsibility for Cariot vehicle-loaded devices, including legal fault.

    Article 44(In exchange or re-made)

    • If all or part of Cariot vehicle-loaded devices delivered do not pass the inspection set forth in paragraph 1 of the previous Article, Flect shall promptly exchange or re-create Cariot vehicle-loaded devices conforming to the model number agreed in this Agreement at the Expense of Flect at no cost.
    • When Flect has completed the exchange or re-order pursuant to the provision of the previous paragraph, Flect shall deliver it to the delivery location designated by the Customer and submit the delivery document in accordance with the provisions of Article 41.
    • When Flect submits a delivery document pursuant to the provision of the previous paragraph, the Customer shall inspect it in accordance with the provisions of the previous Article. In this case, paragraph 3 of the previous Article shall be used.

    Article 45(Service charge)

    • The usage fee for device rental service shall be as specified separately by Flect. In addition, the device rental service usage fee shall be at least one year from the month to which the customer provided the application form, etc. to Flect, and the annual fee shall be paid in advance in one lump sum. Regardless of the reason, we will not make a day-by-day calculation.
    • In the event of any cost other than the device rental service usage fee set forth in the previous paragraph, the Customer shall bear the burden. In this case, the payment method is in accordance with the provisions of Article 10.

    Article 46(Mid-term cancellation)

    Flect may terminate this Agreement by notifying you in writing at least one month in advance, even during the term of this Agreement.

    Article 47(Measures at contract end)

    • In case of a mid-contract cancellation based on Article 46, or in the case of the end of a subscription contract due to finishing without renewal, if within 30 days of the end of the subscription contract the Customer makes a request to Flect for its transmitted data used with the Service, Flect will provide the transmitted data saved in the database at the time of the request in CSV format. However, the Customer understands that due to technical or other reasons, the Customer’s wishes may not be met, and that Flect makes no guarantees about the contents of the transmitted data.
    • The previous clause does not apply to when a subscription contract has been cancelled according to Article 23 or provision or operation has ended according to Article 24 Clause 2.
    • Upon termination of this Agreement, the Customer will return Cariot vehicle-loaded devices to arrive at the destination designated by us within 5 days of the end date.
    • If Cariot vehicle-loaded devices does not arrive at our designated destination by the 10th of the following month, including the end date of this Agreement, Flect shall charge you for the service usage fee for the following month, and the same shall apply thereafter.

    [Created 7/1/2015]
    [Revised 5/9/2016]
    [Revised 11/22/2016]
    [Revised 1/25/2018]
    [Revised 8/19/2019]
    [Revised 4/1/2020]
    Ver1.5

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