Video Data Purchase Terms and Conditions

These Video Data Purchase Terms and Conditions (hereinafter referred to as 'these Terms') set forth the terms and conditions that customers who are users of Reskill (hereinafter referred to as 'Reskill') and who are employees of the company to which such customers belong (hereinafter referred to as 'customers' or 'participants') must comply with when using the educational training videos and other materials (hereinafter collectively referred to as 'copyright data') provided by Reskill.

■Applications
Reskill may decline applications for use for reasons such as applications from competitors, results of credit assessment, or policies on responding to organized crime. Even if an application is declined, Reskill is not obligated to disclose the reason.

■License and other matters

・The scope of use of copyright data is limited to customers' employees.
・Copying of data is permitted for the purpose of providing education to customers' employees only.
・The area of use is limited to Japan, Malaysian and USA and internal use by the customer.
・Viewing and copying of copyright data by entities engaged in educational-related businesses, regardless of whether they are corporations or individuals, is prohibited.

■Use by subsidiaries
・Only 100% subsidiaries are included in the above scope of use in terms of capital relations.

■Delivery
・Reskill will deliver the copyright data to the customer by the delivery date.
・The form of delivery is the sending of data via the internet.
・Due to the nature of the service, cancellation after delivery is not possible.

■Copyright ownership
・The copyright data belongs to Reskill.
・Notwithstanding the foregoing, the rights to the part of the copyright data that the customer or a third party already owned prior to the creation of the copyright data are reserved.

■Payment for video data purchase
・The payment deadline depends on the date of purchase. It will be specified in the invoice you'll receive by email.
・Payment is due by the end of the month in which the delivery date falls.
・Payment must be made by bank transfer. The transfer fee is the responsibility of the customer.

■Termination of the contract
Either party may terminate the entire or part of this contract without notice if either party:
1. Is in a state of suspension of payment, such as having a check or draft issued by itself dishonored;
2. Has been subject to attachment, provisional attachment, provisional disposition, or civil execution, or has been subject to tax delinquency disposition;
3. Has had a petition for bankruptcy, reorganization, or rehabilitation filed;
4. Has attempted to transfer all or a significant portion of its business to a third party; or
5. There is a reasonable ground to believe that there is a deterioration in its financial condition or that there is a possibility of such deterioration.

■Confidentiality
Customers and Reskill shall not disclose or divulge to third parties any information that has been disclosed as confidential. This obligation also applies to the content of the copyright data for customers. However, this does not apply to information that is already publicly known or owned by customers at the time of disclosure, or information that becomes publicly known through no fault of the customer's.
The following information is also excluded from the scope of confidentiality:
1. Information that was already publicly known or owned at the time of disclosure;
2. Information that became publicly known through no fault of the customer;
3. Information that was legally obtained from a third party without any confidentiality obligations;
4. Information that the parties have confirmed in writing that confidentiality is not required; and
5. Information that was developed independently by the customer without relying on confidential information.

■Transfer of rights and obligations
Customers and Reskill shall not transfer their position under these Terms or any rights or obligations arising from these Terms to a third party without the prior written consent of the other party.

■Exclusion of organized crime
・Either party may terminate the application between Reskill and the customer immediately without notice based on these Terms if either party. In this case, even if the other party incurs damages, the customer or Reskill shall not be liable for compensation:
1. Is, or has been, a member of an organized crime group, including a yakuza group, an organized crime-affiliated company, a general meeting sponsor, a social movement racketeer, a political activity racketeer, a special intelligence violent group, or any other organized crime group;
2. Provides funds or services to an organized crime group or engages in any transactions with an organized crime group;
3. Has any other relationship with an organized crime group in addition to the foregoing; or
4. If either party, either directly or through a third party, has engaged in violent acts or unfair demands using violent or fraudulent methods, such as assault, injury, intimidation, extortion, or coercion, against the other party.
・Customers and Reskill shall represent and warrant the following to each other. Customers or Reskill shall be liable for any damages caused to the other party if they violate any of the following representations and warranties.
1. That they are not, and have not been, members of an organized crime group, including a yakuza group, an organized crime-affiliated company, a general meeting sponsor, a social movement racketeer, a political activity racketeer, a special intelligence violent group, or any other organized crime group.
2. That they have not been members of an organized crime group.
3. That they do not provide funds or services to an organized crime group or engage in any transactions with an organized crime group.
4. That their officers and directors are not members of an organized crime group, and that they do not associate with organized crime groups.
5. That the person who controls the decision-making of their finances and business policies is not a member of an organized crime group, and that they do not associate with organized crime groups.

■Disclosures the information to Third Parties
Unless otherwise specified by the customer or ReSkill, the customer and ReSkill may display the fact that the customer used ReSkill's services as a human resource development achievement, including the logo, within the scope of such achievement.

■Compensation for Damages
If either party breaches this Agreement and causes damage to the other party, the breaching party shall be liable for such damage to the other party.

■Force Majeure
We shall not be liable for any suspension, delay, or other problems with this service caused by war, riots, strikes, fires, natural disasters, or other causes beyond our reasonable control.

■Modifications to Term and Condition
・Reskill may change these Terms at its discretion without obtaining individual consent from customers under the following circumstances:
1. When the change to these Terms does not contradict the purpose of these Terms, and the change is reasonable considering the necessity of the change, the fairness of the content after the change, and other circumstances related to the change.
2. When the change to these Terms aligns with the general interests of customers.
・Reskill will inform customers of the changed content of these Terms and the effective date of the change using the designated method of Reskill.

■Place of performance and Jurisdiction
If any disagreement or dispute arises regarding this Agreement, it shall be resolved through good faith negotiations. If the matter cannot be resolved through negotiations, it shall be resolved through litigation, and the Tokyo District Court shall be the exclusive court of first instance with jurisdiction over such litigation.

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