These Terms apply concerning the service called Universal College Application ASIA (hereinafter, the “Service”) which is planned and operated by Samadhi Co., Ltd. (hereinafter, the “Company”) whereby the Service is used by corporations (hereinafter, “Corporate Members”) and persons wishing to register their applications for admission to Corporate Members (hereinafter, “Users”) who have registered as members of the Service.
Article 1 (Universal College Application ASIA)
“Universal College Application ASIA” means the service which the Company provides over the Internet, which enables Corporate Members to edit and publish forms required for admission procedures (the forms consist of standard forms and customized forms which are tailored to Corporate Member’s requirements) and to accept admission applications from Users, also enables Users to lodge application for admission by registering admission requirements such as reason of application and portfolios. .
Article 2 (Corporate Members, Users, Members, etc.)
“Corporate Members” means corporations such as educational institutions and associations (such as high schools, colleges, universities and vocational schools) and companies, etc. that wish to use the Service, that make an application to use the Service using the Company’s prescribed document, and whose application is approved by the Company.
“Users” means individuals who wish to use the Service for registering application for admissions to Corporate Members.
“Members, etc.” means “Corporate Members” and “Users” collectively.
Article 3 (Member Registration)
- Applicants shall, on making an application, truthfully describe the required registered matters such as their name, address and email address.
- The Company shall perform its prescribed review of the applications described in Paragraph 1.
- Where the Company deems that an Applicant is unsuited to become a member, it may refuse registration thereof, and the Company shall have no liability in respect of this whatsoever.
- Where the Company consents to an application for use made pursuant to Paragraph 1, the Company shall send a notice to the contact email address described in the application form to the effect that it approves the application, and an Agreement shall be concluded upon the transmission of that notice (with the approval of the application, the “Applicant” shall become a “Corporate Member”).
- Corporate Members shall promptly notify the Company thereof where there is a change in their registered matters such as their address. The Company shall have no liability whatsoever in the event a Member, etc. suffers loss as a result of a notification not being made in respect of such changes.
Article 4 (Equipment, etc.)
Members, etc. shall prepare and install all communications equipment, communications lines and other machinery and equipment required to use the Service at their own liability and expense.
Article 5 (Usage Fees)
- Corporate Members shall pay the usage fees for the Service, as separately prescribed, to the Company as consideration for the Company providing the Service to them. All fees involved in making payment of the usage fees shall be borne by the Corporate Members.
- The usage fees shall consist of an initial registration fee and an annual system usage fee.
- The annual system usage fee shall be charged in accordance with the contract term set forth in Article 18 (which as a general rule shall be one year).
- Once paid, usage fees shall not be returned under any circumstances, except in the case of the end of the Service due to the Company’s circumstances pursuant to Article 17.
- Where a Corporate Member is late in making payment of the service fees, the Company shall take measures to temporarily suspend the Service in respect of the relevant Members, etc. and shall cancel their registration after giving them a warning notice.
Article 6 (Payment of Application Processing Fees)
Under such circumstances in which Users make payment of application processing fees to Corporate Members via the System, credit card information used in the transaction shall be sent directly to a collection agency (SB Payment Service Corp.) which the Company appoints. The fees shall be processed by the agency prior to being paid to the Corporate Members.
Article 7 (ID and Password)
- Users shall each register themselves by using a valid email address designated by them as their ID, and by using a string of characters designated by them as their password. Users may use the Service by using their registered ID and password.
- Users shall have full responsibility for the management and usage of IDs and passwords registered by themselves.
- Users shall have full responsibility for all disputes or losses arising from IDs and passwords being used by third parties, or from mistakes made by Members, etc. in the use thereof, regardless of whether or not such conflicts, loss or mistakes are due to grounds attributable to them, and the Company shall have no liability in respect of this whatsoever.
- Members, etc. may not permit a third party other than a Member, etc. to use their ID and password, regardless of the reason therefor, nor may they take actions such as transferring, lending, changing the name of the registered owner for, selling or creating security over their ID or password.
- Where a Corporate Member discovers that an ID or password has been stolen, or a third party has been permitted to use it, the Corporate Member shall both immediately give the Company notice thereof, and comply with the Company’s instructions.
Article 8 (Use of the Service)
- Corporate Members may permit Users who wish to use the System to register their applications for admission to use the Service.
- Users shall use the Service to input information such as their educational history and extracurricular activities onto the page managed by them, and shall submit to Corporate Members whom the said Users wish to apply for admission.
Article 9 (Liability of Corporate Members)
- Corporate Members shall, on permitting Users to use the Service appropriately, manage IDs and passwords, and shall be responsible for ensuring that each User observes the provisions of these Terms, and that they use the Service appropriately.
- Members, etc. shall have full liability in respect of all disputes or loss, etc. arising as a result of their using the Service in breach of these Terms or committing any other inappropriate acts.
- Corporate Member shall be responsible for taking measures to maintain or manage appropriate use of the System by the Members, etc.. Where disputes or loss, etc. arise which are caused by measures not being taken, the Corporate Member shall be liable for dealing with the situation, and shall compensate the Company or any third party for all loss caused to them by this.
Article 10 (Corrections, etc. to Registered Information)
- Members, etc. shall have full liability for all personal and other information inputted by them using the Service (meaning their educational history, qualifications, assessments completed using the Service and the contents of answers to questionnaires, etc., hereinafter, “Registered Information”).
- Users may change, add to or delete their Registered Information at any time on the page managed by them, unless they have not yet completed and submitted the application.
- Users may not change, add to or delete their Registered Information whatsoever after they have submitted the application. Corporate Members who have received the applications by the Users may change the Registered Information.
Article 11 (Publication of Registered Information)
- Users’ Registered Information shall be made available to Corporate Members if and only if the said Users register and submit application for admission to the Corporate Members.
- Members, etc. shall bear full responsibility for any trouble with third parties arising as a result of Registered Information being made available and for the result of any disputes.
Article 12 (Handling of Personal Information and Registered Information)
- The Company shall handle Members, etc.’s Registered Information appropriately and as strictly confidential, and shall not disclose or divulge it to third parties except where based on settings created by Users pursuant to Article 11.
- The Company may aggregate and analyze Members, etc.’s Registered Information, create statistical data or attribute information after processing that information to avoid individuals being identified, and thereafter use such information without any restrictions whatsoever. Use of such information made pursuant to this clause shall include, but not be limited to, use for the purpose of making proposals to colleges or corporations, reports, education market surveys, and considering and developing the Service and new services by the Company.
Article 13 (Use of Questionnaires)
The Company may sometimes carry out voluntary surveys of Members, etc. The Company may edit and reproduce the contents of the results of surveys obtained from Members, etc. in information media issued by the Company without the prior consent of Members, etc. In such case, all copyright to the contents of the results of such surveys shall belong to the Company.
Article 14 (Communications from Colleges or Corporations, etc.)
Users acknowledge in advance that where they make their information available to third parties pursuant to Article 11 they may receive messages, etc. from third parties such as colleges or corporations, etc. which have accessed their disclosed information.
Article 15 (Prohibited Matters for Members, etc.)
Members, etc. shall not commit the following acts.
- Acts which involve inputting or displaying false information;
- Acts which infringe or damage, or which may infringe or damage, the rights of third parties including but not limited to their copyright, trademarks, privacy rights, naming rights, portrait rights or reputation;
- Acts which slander a particular individual or association;
- Acts which are contrary to or which may be contrary to public order and morals;
- Acts which cause disadvantage to the Company or a third party;
- Acts such as sales activities or providing information with the aim of making a profit;
- Impersonating other persons, making unauthorized use of IDs or passwords, or cooperating with such acts;
- Acts which obstruct or may obstruct the ordinary operation of the Service, such as transmitting computer viruses, etc. sending spam mail, hacking, denial-of-service attacks falsification of information, and developing similar system as this service uses;
- Acts which obstruct the ordinary operation of the Service, or which damage trust in the Company;
- Other acts which breach laws and ordinances or these Terms; or
- Other acts which the Company deems to be inappropriate
Members, etc. shall have full liability in respect of the results of the acts set forth in the previous paragraph.
Article 16 (Temporary Suspension of, and Expulsion from, the Service)
Where the Company finds that a Member, etc. has breached these Terms, it may, without giving prior notice, suspend provision of all or part of the Service to that Member, etc., and may expel that Member, etc. from the Service or refuse to re-register them. In such case, the Company shall not be liable for any disadvantage caused to that Member, etc. as a result of the suspension of the Service, its expulsion therefrom, or its inability to re-register.
Article 17 (Changes to and Suspension or Termination, etc. of the Service)
- The Company may from time to time, and without prior notice, make additions to, reform, abolish or otherwise change the Service.
- The Company may temporarily suspend provision of the Service without advance notice to the Members, etc. due to maintenance inspections, unforeseen circumstances or other reasons.
- The Company may suspend provision of the Service for a prolonged period of time or terminate it upon two months’ prior notice. In such case, where Corporate Members have already paid the yearly system usage fee for the period after the termination of the Service, the Company shall return the usage fees to the contract parties net of the amount owed.
- Where fees are returned pursuant to the previous paragraph, the Company shall contact the relevant Corporate Members by email, and where it is unable to contact them using the registered email address or it receives no reply, so that it is unable to return the fees for reasons not attributable to itself, its obligation to return those fees shall be extinguished after one year has passed from the Service termination date.
- The Company shall have no liability whatsoever in respect of loss caused to Members, etc. due to the changing, suspension or termination, etc. of the Service.
Article 18 (Contract Term)
The term of the Agreement shall as a general rule be a period of one year from the date the Agreement is entered into, and unless a Corporate Member gives notice to the Company by three months prior to its expiry that it refuses to renew the Agreement, it shall be renewed for a further period of one year on the same terms, and the same shall apply thereafter.
Article 19 (Measures After Termination of the Agreement)
Article 20 (No Warranty)
The Company gives no guarantee in respect of any of the following matters.
- That the Service has no defects, errors or malfunctions;
- Of the accuracy, authenticity, recency, compatibility or reliability of information, etc. which can be obtained from or which has been inputted into the Service;
- That the Service and the services and information, etc. which can be obtained through the Service will meet the expectations of the Members, etc.;
- That the information inputted into or provided to the Service does not contain anything inappropriate;
- That information provided through the Service will be accurately displayed regardless of the communications equipment, communications lines, software and other machinery and equipment involved; or
- That the data of a Member, etc. which has been inputted into the Service will remain in existence during the period for which they are registered as a Member, etc.
Members, etc. shall use the Service on their own liability after acknowledging the matters described in Paragraph 1 above.
Article 21 (Force Majeure)
- The Company shall have no liability whatsoever in respect of loss caused by damage due to natural disasters or viruses, or other grounds which are not attributable to the Company (hereinafter, “Acts of Force Majeure”).
- The Company does not guarantee that data on the Service will not be deleted or changed as a result of such Events of Force Majeure, and Members, etc. shall be responsible for saving such data themselves.
Article 22 (Company’s Liability)
- The Company shall have no liability in respect of any loss (meaning any disadvantage suffered including mental distress, injuries or monetary loss) arising due to the use of the Service (including acts of providing information, etc. by the Company or third parties incidental thereto) by Members, etc., unless the Company acted willfully or negligently.
- Even in the event the Company is found liable pursuant to the previous paragraph, its liability shall be limited to the amount of the yearly system usage fees paid by the Member, etc. up until directly before the occurrence of that loss.
- Even in the event a Member, etc. uses the message-sending functions within the Service, and an electronic file is attached, and that Member, etc. suffers loss due to that attached file, the Company shall have no liability whatsoever.
Article 23 (Handling of Disputes and Compensation for Damages)
Where the Company is caught up in a dispute due to a Member, etc. breaching these Terms, that Member, etc. shall endeavor to resolve that dispute at its own liability and expense. Also, where a Member, etc. causes loss to the Company or a third party through breaching these Terms on using the Service, it shall compensate the Company or such third party (as appropriate) for all loss suffered by them, regardless of whether direct or indirect loss.
Article 24 (Prohibitions on Assignment)
Corporate Members may not assign or transfer to a third party their position as a member, or their rights and duties under these Terms to a third party, without the prior written consent of the Company.
Article 25 (Changes to these Terms)
- The Company may change these Terms from time to time without giving advance notice to Members, etc.
- The Company shall display the nature of such changes on the Service’s screen for a period of two weeks, and Corporate Members who remain registered at the point in time that this period has passed shall be deemed to have consented to those changes.
Article 26 (Notices)
Notices to Corporate Members shall be made by sending an email message to the contact email address described in the usage application form. Where a notice does not arrive for reasons not attributable to the Company, such as a Corporate Member neglecting to change its registered matters, such notice shall be treated as having arrived at the time it was transmitted by the Company.
Article 27 (Governing Law)
The Service and the formation, validity and interpretation of these Terms shall be governed by Japanese law.
Article 28 (Jurisdiction)
All disputes arising in connection with the Service or these Terms shall be subject to the exclusive jurisdiction of the Tokyo District Court or Tokyo Summary Court in the first instance.
Article 29 (Controlling Language)
This Agreement shall be prepared in the English and Japanese. In the event that there arise any doubt or controversies between English and Japanese expression, the Japanese text shall prevail.
These Terms shall apply from May 1, 2019.