(Purpose of this agreement)
Article 1     This agreement is shared by Share Medical Co., Ltd. (hereinafter referred to as "the Company"). A browser-based voice / video communication service (hereinafter referred to as "SMC") provided by the company (hereinafter referred to as "SMC") suitable for transmitting hearing sounds for businesses (communication via a network of hearing sounds and video call voice / video is possible on a WEB browser basis. Providing "Nexstate Synapse", a service provided by utilizing a platform that has a function to manage communication history and a service that uses a dedicated terminal for such communication), and leasing of equipment required for this service. The purpose is to facilitate smooth transactions between the contractor and the Company (hereinafter referred to as "parties") by defining the basic matters regarding (referred to as "the Transaction" together with this service).

(Definition)
Article 2 The meanings of the terms used in this agreement shall be as follows, unless otherwise specified.
    (1) This service: The service specified in Article 1.
    (2) Provision contract: Between the Company and the contractor whose content is that the Company provides this service and the contractor uses it. Contract concluded in
    (3) Contractor: A corporation, medical institution, etc. that concludes a provision contract with us and receives this service.
    (4) User: Doctors who actually use this service, etc.

(Scope of this agreement)
Article 3      This Agreement relates to the Service between the Contractor and the Company in accordance with relevant laws and regulations. Applies to all relationships.
2.     The specifications and lease agreements set forth in Article 5 and the price list set forth in Article 12 form part of this agreement. will do.

(Change of this agreement)
Article 4     The Company may change this agreement without the prior consent of the contractor.
2. 2. When we make changes in the preceding paragraph, we will notify the contractor of the fact that this agreement will be changed, the contents of the changed agreement, and the effective time by posting on our web page or other appropriate method.
   3. When the contractor uses this service without any special request, pays the usage fee, or when the Company determines that he / she has consented to the change without any particular objection before the change of this agreement becomes effective. Is deemed to have agreed to the change of this agreement even before the effective period prescribed in the preceding paragraph has elapsed.

(Contents of this service)
Article 5     The components of this service, the functions, scope of provision, usage, etc. of this service are defined in this agreement, as well as next state.・ Synapse service specifications (hereinafter referred to as "specifications") are as specified separately. The lease of equipment required to provide this service is subject to the separate provisions of the lease agreement for equipment related to Next State Synapse (hereinafter referred to as the "rental agreement"). When using this service, the contractor must comply with the specifications and lease agreement in addition to this agreement.
   2. We may add or change part of this service at our discretion in order to add or improve the function of this service. .. In this case, we do not guarantee that all the functions and performance of this service before the change will be maintained.

(Contractor's compliance items)
Article 6 The contractor shall comply with the following matters when using this service.
    (1) When using this service, the user is equivalent to direct face-to-face medical care by combining with inspection, interview and other appropriate means. It is assumed that useful information (hereinafter referred to as "alternative information") regarding the physical and mental condition of the patient that can be substituted for this, if not present, is obtained.
    (2) In order to recover the situation immediately when the user cannot obtain the alternative information when using this service. Take appropriate measures (including suspension of use of these services). In this case, it is necessary to follow our instructions and cooperate with us as necessary.
    (3) In addition to the previous items, laws, guidelines, guidelines, notifications, notifications and other instructions and specifications regarding the use of this service. Comply with the items described in, and take appropriate measures so that the user will comply.

(Application and consent)
Article 7     If you wish to use this service, you agree to this agreement and apply by the method prescribed by our company.
2.         , It is assumed that the provision contract has been concluded.
3.     We may not accept your application if we determine that any of the following items apply.
(1)     When it is extremely difficult to provide this service requested by the applicant due to technical or other reasons.
(2)     The applicant for this service may actually neglect or may neglect to pay the fees or procedures related to the services provided by the Company. When we determine that there is
(3)     When or applicable to any of the items in Article 11 (suspension of use), Paragraph 1 When we judge that there is a risk of
(4) When the applicant for this service may not comply with the matters of Article 6 or when the Company determines that there is a risk of not complying with it.
(5)     When a false statement is made in the application form
(6)     When we cannot specify this service type or accept the change request.
(7)     When there is a reasonable reason for us to judge that it is inappropriate, such as the possibility of hindering our business.
4.     Even after the provision contract is concluded, if it becomes clear that one of the items in the preceding paragraph applies. Can revoke the consent of paragraph 2. In this case, the Company shall not be liable for any damages suffered by the Contractor due to the cancellation, and the Contractor shall bear the costs incurred by the Company up to that point.
5.     If we do not accept the application, we will notify the applicant.
6. The applicant (contractor after the provision contract is concluded) shall promptly notify the Company in accordance with the procedures prescribed by the Company if there is a change in the name, name, address or other details of the application. If you receive such a notification, we can request you to submit documents certifying the contents of the notification.
 
(Cancellation of provision contract by contractor)
Article 8     When the contractor intends to cancel all or part of the provision contract, the Company shall separately contact the Company in the specifications. Notification shall be given in advance according to the specified procedure.     In the case of cancellation by the contractor, the contractor shall be the amount equivalent to the actual cost incurred by the Company due to the premature cancellation (other than the monthly usage fee of this service). Damages (including but not limited to initial costs) shall be compensated. In addition, the monthly usage fee for the month of cancellation will not be settled on a daily basis and will be paid in full.

(Cancellation of the provision contract by our company)
Article 9 The Company may cancel the provision contract if the contractor falls under any of the following.
(1)     Within the period specified by the Company for the contractor who has been suspended from using this service pursuant to the provisions of Article 11 (suspension of use). When the fact that causes the suspension of use is not resolved.
(2)     When the usage fee for this service is not paid even after the deadline specified by the Company has passed.
(3)     When there is a false statement to the Company based on Article 7 (application and consent).
(4) When we do not comply with the matters of Article 6 or when we judge that there is a risk of not complying.
(5)     Other acts that violate this agreement and may interfere with or may interfere with the proper provision of this service. When we judge.
2.     When the Company intends to cancel the provision contract pursuant to the provisions of the preceding paragraph, it will notify the contractor in advance. However, in case of emergency or unavoidable circumstances, you can cancel without giving the notice.
3. 3. If the provision contract is canceled based on paragraph 1 or if the contractor decides to cancel the provision contract due to the circumstances of the contractor, the contractor shall cancel the provision contract in the amount equivalent to the actual cost incurred by the company due to the premature cancellation (this service). Damages shall be compensated for (including but not limited to initial costs other than the monthly usage fee). In addition, the monthly usage fee for the month of cancellation will not be settled on a daily basis and will be paid in full.

(Discontinued)
Article 10     The Company may discontinue the use of part or all of this service in the following cases.
(1)     When it is unavoidable for maintenance, inspection, repair, construction or service provision of equipment and facilities necessary for providing this service.
(2)     When a natural disaster or any other reason specified in Article 19, Paragraph 1 occurs or is likely to occur.
(3)     This service is required for the provision of this service due to server, communication line, other equipment, equipment failure, failure, or other reasons. Does not operate normally and it becomes difficult to continue to provide this service.
(4)     When it becomes difficult to provide this service due to disposition based on laws and regulations.
(5)     When necessary to protect the equipment required to provide this service from unauthorized access.
2.     When the Company discontinues the use of this service pursuant to the provisions of the preceding paragraph, the Company will notify the contractor in advance. However, if it is urgently unavoidable, you can take measures to suspend the use without giving the notice.
3. Even if you stop using part or all of this service based on paragraph 1, we will not be liable for any damages suffered by the contractor, user and third party due to this. We do not owe. In this case, all fees related to this service, including the usage fee of this service paid to us by the contractor, will not be refunded.
Four. If we determine that the provision of this service cannot be resumed due to the suspension of use of part or all of this service based on paragraph 1 for a considerable period of time, we may cancel the provision contract. In this case, the provisions of the preceding paragraph shall apply mutatis mutandis.

(Suspension of use)
Article 11     The Company will suspend the use of part or all of this service if the contractor falls under any of the following. can do.
(1)     When the usage fee and other obligations of this service are not paid even after the due date.
(2)     Violates the provisions of Article 6 (contractor's compliance matters) or Article 22 (contractor's prohibited acts and obligations, etc.) When you do.
(3)     When the reason set forth in paragraph 1 of the preceding article has occurred or is likely to occur.
(4)     In addition to the previous items, when this agreement is violated.
2.     When the Company suspends the use of this service pursuant to the provisions of the preceding paragraph, the reason, the date and period of suspension of use shall be given in advance. Notify the contractor. However, in case of emergency, you can take measures to suspend the use without giving the notice.
3. 3. Even if you stop using part or all of this service based on paragraph 1, we will not be liable for any damages suffered by the contractor, user and third party due to this. not. In this case, all fees related to this service, including the usage fee of this service paid to us by the contractor, will not be refunded.
Four. If we determine that the provision of this service cannot be resumed due to the suspension of use of part or all of this service based on paragraph 1 for a considerable period of time, we may cancel the provision contract. In this case, the provisions of the preceding paragraph shall apply mutatis mutandis.
5. The Company can carry out system maintenance necessary to provide this service, and during the maintenance implementation period, it is possible to suspend the use of part or all of this service. In this case, the provisions of paragraph 2 to the preceding paragraph shall apply mutatis mutandis.
   
(price)
Article 12     The usage fee for this service is as specified separately in the price list. In addition, the general rules at the end of this agreement shall apply.

(Payment of charges)
Article 13         Transfer the amount of the current month's monthly charge (including the initial charge, if any, the same shall apply hereinafter) plus the amount equivalent to consumption tax, etc. to the account of the financial institution designated by the contractor only on the last day of the following month. Payment will be made by method (unless we provide other payment methods and deadlines). The transfer fee will be borne by the contractor.
2. The Company shall send the invoice specified by the Company for the monthly charge for the current month to the contractor by the 10th of the following month.
3. Even if the usage is suspended or suspended, the contractor is required to pay the fee during that period.

(Overdue interest)
Article 14     If the contractor still does not pay for fees and other obligations (excluding delinquent interest) after the due date. The amount calculated at a rate of 14.6% per year for the number of days from the day after the payment due date to the day before the payment date can be charged as overdue interest.

(Handling of data in this service)
Article 15     Contractor data, etc. stored in the equipment required to provide this service (hereinafter referred to as "contractor data"). ) Shall belong to the contractor, and the Company shall not be able to use the contractor data unless the contractor's consent is obtained, unless it is urgently unavoidable.
2. The Company refers to the data stored in the equipment necessary for providing this service (including contractor data) and the data generated, provided or transmitted by using this service (hereinafter referred to as "generated data"). However, in any case where these data become unavailable due to loss, damage, loss or other reasons, any damage caused to the contractor or a third party by this, regardless of the cause. We shall not be liable to the contractor. However, this does not apply if it is caused by our intentional or gross negligence.
3. The Company does not guarantee the truthfulness, accuracy, usefulness, etc. of the generated data, and shall not be liable for any damages caused by it.

(Use of data in this service)    
Article 16     We will inform the contractor's registration information, usage record of this service and other contractors that we acquire by using this service. Regarding the handling of related information related to the personal information of the user (hereinafter referred to as "contractor information"), it shall be in accordance with the "Personal Information Protection Policy" separately established by the Company.
2.     We will notify the contractor in advance of the destination of the contractor information and the purpose of its use, and will not obtain its consent. To the limit, we will not disclose or provide contractor information to a third party. However, when the Company approves the application for this service, the "tenant name" provided by the contractor in the application, the "account name", "phone number" and "email address" information required for initial account registration and "Shipping address information" and other information necessary for providing this service shall be provided to SMC for the purpose of providing this service.
3.     Notwithstanding the provisions of the preceding paragraph, the Company shall be able to disclose or provide user information to a third party in the following cases. increase.
(1)     When required by law
(2)     When it is necessary to protect the life, body or property of a person, it is possible to obtain the consent of the user. If it is difficult
(3)     This is a case where it is particularly necessary to improve public health or promote the sound development of children, and the consent of the user. If it is difficult to get
(4)     Cooperate with national institutions or local public bodies or those entrusted with them to carry out the affairs stipulated by law. When it is necessary and there is a risk that obtaining the consent of the user will hinder the performance of the relevant office work.
4.     Our company maintains the equipment necessary for the provision of this service, such as restoration such as failure or stoppage, or maintenance and operation of this service. Therefore, we may check, copy or duplicate the data related to this service stored in the equipment necessary for providing this service. However, we do not guarantee that such data will be recovered.
   
(Erase of data in this service)
Article 17     If the use of this service is terminated due to cancellation or other reasons, the data related to the user at our discretion Is to be deleted from the equipment necessary for providing this service, and if the contractor needs the user's data etc. after the end of use of this service, the contractor must save it in advance. Suppose.
2.     Our company contracts because the contractor did not save the user's data in advance and could not save it. We shall not be liable for any damages caused to a person or a third party, regardless of the cause. In addition, the data once deleted based on the previous section will not be recovered.

(Non-guaranteed)
Article 18     The Company, express or implied, regarding the communication speed, response, accuracy, completeness and other service levels of the Service. No warranty is given.

(Force majeure)
Article 19     Our company enacts, amends and abolishes earthquakes, typhoons, tsunamis and other natural disasters, fires, power outages, serious illnesses, laws and regulations, etc. We shall not be liable for any delay or inability to perform in the event that an order by public authority, a disposition or other act by the government, a war, a riot, an act of terrorism or any other force majeure event occurs or is likely to occur.
2.     If we determine that it is difficult to provide this service due to the reason set forth in the preceding paragraph, we may cancel this provision contract. I can do it.

(Disclaimer)
Article 20     The Company shall be liable for all damages caused to the contractor regarding this service except in the case of intentional or gross negligence of the Company. Shall not bear. In addition, if the contractor causes damage to a third party regarding the use of this service, he / she shall resolve it at his / her own risk and shall not bear any responsibility to the Company.
2.     The Company provides this service to the contractor regarding damages caused to the user or a third party by using this service. Regardless of the equipment malfunction, failure, unauthorized intrusion by a third party, or any other cause, we shall not be liable for compensation or any other liability.
3.     The Company needs to modify or change the contractor's self-employed terminal equipment, etc. due to changes in this agreement, changes in this service, etc. Even if it does, we will not bear the cost of remodeling.
Four. If we are liable for damages or other liability based on this agreement, the liability is the usage fee of this service for the past 6 months paid to us by the contractor (payment month is less than 6 months). If not, the upper limit is the actual number of months of payment). In any case, we shall not be liable for any loss of business opportunity of the contractor, lost profits, or other special damages (whether foreseeable or not).    
5.     The matters related to the disclaimer stipulated in this agreement are the scope that cannot be legally exempted or restricted as stipulated as mandatory provisions in the governing law of this agreement. It is not intended to be exempt from liability. Therefore, if any disclaimer that exceeds the mandatory provisions of the governing law is included in this agreement, we will be exempted from liability to the maximum extent permitted by the governing law  . increase.

(Abolition of this service)
Article 21     We abolish part or all of this service (third party concluded by us regarding the provision and operation of this service) This may include, but is not limited to, due to the termination of the contract with.
   2. When we abolish the use of this service pursuant to the provisions of the preceding paragraph, we will notify the contractor in advance of the reason, the date and period of abolition. As a general rule, we will notify the contractor at least 3 months before the abolition. However, in case of emergency, this service can be abolished without the notification.
3.     If any part or all of this service is abolished pursuant to the provisions of the preceding paragraph, a contract relating to part or all of this service Shall be terminated.
4. Even if part or all of this service is abolished based on paragraph 1, the Company shall not be liable for any damages suffered by the contractor, user and third party due to this. not. In this case, all fees related to this service, including the usage fee of this service paid to us by the contractor, will not be refunded.

(Prohibited acts and obligations of contractors)
Article 22     The contractor shall not perform the following acts.
(1)     Acts that violate this Agreement
(2)     When using this service, laws, guidelines, guidelines, notifications, notifications and other instructions from government agencies, this agreement, and the items to be described in the specifications. Acts that do not comply with, or acts that promote or promote medical care that does not comply with these (including the rules stipulated in Article 6, item 3)
(3)     Discrimination or accusation of the Company or a third party, or any act that infringes on personal interests such as honor, credit, or privacy. , Or actions that may cause it  
(4)     Acts that infringe or may infringe the copyright or other intellectual property rights of the Company or a third party.
(5)     Any act that infringes or may infringe any interest worthy of the legal protection of the Company or a third party.
(6)     Criminal acts or acts that arouse criminal acts, acts that facilitate them, or acts that may cause them.
(7)     Acts that provide or may provide false information.
(8)     Actions that interfere with or may interfere with the provision of this service of the Company.
(9)     Acts that use or may interfere with the communication of third parties.
(10)     Acts of using this service to use computer programs that interfere with or may interfere with the work of others, such as computer viruses. , Acts of providing them to a third party, or acts that may cause such acts
(11)     Advertisement, promotion or solicitation email to a third party without permission (including but not limited to specific email) The act of sending an e-mail, or the act of sending an e-mail (junk e-mail) that the recipient feels or may dislike.
(12)     The act of falsifying or erasing the information of a third party accessible from this service.
(13)     Unauthorized access to computers, telecommunications equipment, etc. operated by the Company or a third party, cracking, attacking, and Acts of using this service in a method or manner that interferes with computers, telecommunications equipment, etc. operated by the Company or a third party, and acts such as posting information that promotes such acts.
(14)     Unauthorized use of another person's authentication information or similar acts
(15)     Acts of acquiring personal information by deception or other fraudulent means, or similar acts
(16)     Acts of illegally providing personal information to a third party without the consent of the person, or similar acts
(17)     The act of investigating, collecting and using the personal information of a third party without the explicit consent of the person or by using fraudulent methods.
(18)     Acts that mislead a third party that there is a relationship beyond the scope of the contract concluded between the Company and the contractor. , Or actions that may cause it
(19)     Other acts that violate laws and regulations, or infringe the legal interests of others, or use this service in a manner or manner that is offensive to public order and morals. Act to use
(20)     Acts that cause or may cause inconvenience, disadvantage or damage to the Company or a third party.
(21)     While knowing that the action falls under any of the preceding items, link in a manner that encourages the action. action
(22)     Other acts that the Company deems inappropriate
2.     If the contractor violates the provisions of the preceding paragraph and damages the equipment necessary for providing this service, the date specified by the Company You will be required to pay the necessary expenses for the repair and other construction work by the time.
3.     The Company shall not be liable for any damages caused to the contractor or a third party due to the contractor's violation of this article. Suppose.
4.     The contractor shall be responsible for managing the ID and password (hereinafter referred to as "ID etc.") related to this service. , The contents shall not be informed to a third party unnecessarily. If we confirm that the ID etc. match, we will consider that the contractor registered as the person who holds the ID etc. has used this service.
5.     The contractor violates the provisions of the preceding paragraph and is significant in the performance of our business related to this service or the equipment necessary for providing this service. If we determine that it will cause or may cause problems, we may change our ID, etc. or take other necessary measures. The Company shall not be liable for any damages caused to the contractor due to such measures. In this case, all fees related to this service, including the usage fee of this service paid by the contractor to the Company, will not be refunded, and the contractor will pay the fee even during the period when the measures are taken. I need it.
6.     If we take necessary measures pursuant to the provisions of the preceding paragraph, we will notify the contractor in advance with a reason. .. However, in case of emergency, necessary measures can be taken without giving the notice.

(Inquiries to our company)
Article 23     The contractor can make inquiries regarding this service in accordance with the specifications separately set by the Company.
2.     The Company shall respond in good faith to inquiries from the contractor based on the preceding paragraph. However, we do not guarantee that we will answer all inquiries from the contractor.
3.     Regarding the content of inquiries made by the contractor to the Company based on this article and the content of the response from the Company to the inquiries, the Company shall In order to improve the quality of the service provided by the Company, it may be announced on this service and other websites separately managed by the Company.
4.     We may outsource the work of responding to inquiries from contractors based on this article to a third party designated separately by us. In such cases, we shall be able to provide information about the contractor and the content of inquiries to the third party of the contractor to the extent necessary for the contract.
5.     The contractor may provide us with comments (hereinafter referred to as "feedback") regarding the service or its evaluation and use. increase. The Contractor grants us all rights to such feedback (including any intellectual property) and we do not undertake any kind of obligation to the Contractor and make it commercial or non-commercial. Feedback may be used for any purpose, regardless.

(Handling of specifications)
Article 24     The contractor shall not copy, modify, edit or publish the specifications.

(Not used for high safety applications)
Article 25     The contractor is required to have extremely high safety such as medical equipment for life support, and the safety is assumed. If it is not secured, this service shall not be used for purposes that directly pose a serious risk to life or body.

(Handling of intellectual property rights, etc.)
Article 26 Copyright (Copyright Law) relating to programs or goods (including documents such as related specifications, hereinafter referred to as "programs, etc.") such as applications that the Company lends or presents to contractors in connection with this transaction. The rights of Articles 27 and 28) and the moral rights of the author (meaning the rights of Articles 18 to 20 of the Copyright Act) and the know-how and all other intellectual property rights contained therein are SMC or. It shall belong to the person designated by SMC.
2.     The contractor shall not copy, modify, edit or make any other changes to the program. In addition, reverse engineering, decompilation or disassembly and other source code extraction and public transmission (including transmission visualization) shall not be performed.

(Confidentiality)
Article 27 The contractor shall strictly manage the non-public information related to this service disclosed by the Company regarding the Transaction as confidential and disclose it to a third party unless the written consent of the Company is obtained in advance. , Leaked, or not disclosed.

(Succession of contractual status)
Article 28 If the contractor's status is succeeded by inheritance or merger or split of corporations, the heir or the corporation that survives the merger, the corporation established by the merger or the corporation that succeeds all of its rights by the split Inherit the status under this provision contract from the contractor. However, if the Company determines that the performance based on the terms of the provision contract is unlikely to be performed properly and smoothly depending on the person who succeeds the position, the Company may cancel the provision contract without notice.
2.     If there is a succession of the status based on the preceding paragraph, the heir or the corporation surviving the merger, the corporation established by the merger or the division A corporation that has succeeded to all of its rights shall notify the Company by attaching a document certifying the succession of the position to the document prescribed by the Company.
3.     If there are two or more persons who have succeeded to the status under the provision contract, one of them shall be designated as the representative. The person submits the notification set forth in the preceding paragraph. The same applies when the representative is changed.

(Prohibition of transfer of rights and obligations)
Article 29 Except as provided in the preceding Article, the contractor may transfer the contractual status of the provision contract or part or all of his / her rights and obligations arising from the provision contract without the prior written consent of the Company. It shall not be transferred to a third party or used as collateral for the third party.
2.     If the contractor intends to transfer or pledge the rights under the provision contract, he / she will be the other party of the transfer or collateral provision. The existence and contents of the non-transferable contract set forth in the preceding paragraph shall be notified in writing to a third party, and the original shall be certified and delivered to the Company. However, it shall be confirmed that the issuance does not exempt the prohibited matters set forth in the preceding paragraph.

(Exclusion of antisocial forces)
Article 30 In concluding a provision contract, the parties themselves or their officers do not fall under the persons listed in the following items (hereinafter referred to as "antisocial forces, etc.") and will not fall under this category in the future. In addition, we express and guarantee that we do not have a relationship with antisocial forces and will not have it in the future.
(1) "Boryokudan, Boryokudan members, Boryokudan associate members, Boryokudan-related companies, Sokaiya, etc., social movements, special intelligent gangsters, etc." 2) Persons who have a deep human, capital, and economic relationship with the persons listed in the previous item, such as providing wages and facilities, or using them for the purpose of fraudulent profits.
2.     The parties tell the other party not to perform the acts described in the following items by themselves or by using a third party. And make a promise.
(1) Acts using fraud, violent acts or threatening words
(2) Illegal acts or unreasonable demands
(3) Acts that interfere with business
(4) Acts that damage honor or credibility
(5) Acts equivalent to the preceding items
3.     The parties may cancel the provision contract if the other party violates the warranty contents of paragraph 1 or violates the promise of the preceding paragraph. Suppose. In this case, the party who canceled the contract shall not be liable for any damages to the other party.

(Governing law)
Article 31 The governing law regarding this agreement and the provision contract shall be Japanese law.

(Exclusive agreement jurisdiction court)
Article 32 The Tokyo District Court shall be the exclusive agreement jurisdictional court of the first instance for the provision contract and the proceedings related to this transaction.


that's all