SERVICE AGREEMENT
Sea Current Service Agreement for
Water Taxi Operators
Sea Current Service Terms for Water Taxi Operators
These Terms of Service (the "Terms") govern the legal relationship between Current Mobility Co., Ltd. (the "Company") and water taxi operators, including their operating staff (the "Contractor"), regarding the "Sea Current" matching service connecting water taxis and users (including any successor services under a different name; the "Service"). By using the Service, the Contractor agrees to be bound by the full text of these Terms.
Chapter 1 General Provisions
Article 1 (Purpose and Scope of Application)
The purpose of these Terms is to establish the basic terms and conditions between the Company and the Contractor regarding the provision of the Service by the Company.
These Terms shall apply to all relations between the Company and the Contractor concerning the provision of the Service.
Any rules, guidelines, or other provisions regarding the provision of the Service posted by the Company on its website, within the Application, or through the Service shall constitute an integral part of these Terms.
In the event of any conflict or inconsistency between the provisions of these Terms and the rules or descriptions of the Service outside of these Terms referred to in the preceding paragraph, the provisions of these Terms shall prevail, unless explicitly specified otherwise.
Article 2 (Definitions)
The terms used in these Terms shall have the meanings defined as follows:
"Service" means the matching service connecting water taxis and users provided by the Company under the name "Sea Current" (including any modified service in the event that the name or content of the service is changed for any reason), the details of which shall be posted on the Company Website or the Application.
"Application" means the application software required to be installed to use the Service.
"Company Website" means the designated website operated by the Company regarding the Service with the domain "www.current-mobility.com" or "www.sea.current-mobility.com" (including any successor website in the event that the domain or content of the Company’s website is changed for any reason).
"User" means individuals, legal entities, or groups thereof that use the Service as general users. If a Contractor uses the Service as a general user, such Contractor shall also be included as a User.
"Service Commencement Date" means the date on which the Company becomes capable of providing the Service to the Contractor, as specified in the Attachment.
"Water Taxi" means a vessel and its passenger transport service operated on an non-scheduled basis upon a User's request from a departure port to a destination.
"Service Area" means the navigable routes, regions, or areas where the Contractor operates water taxis under the Service, the scope of which shall be specified in the Attachment.
"Rideshare" means multiple individuals or separate groups voluntarily sharing a single water taxi based on their own consent.
"Boarding Reservation" means the process whereby a User inputs the required information into the Application in accordance with the method prescribed by the Company to send a new request for water taxi usage, or a request to join an existing rideshare-enabled water taxi reservation, to the Contractor; and the Contractor confirms and accepts such request from the User through the Application in accordance with the method prescribed by the Company, thereby establishing a mutual agreement and confirmation between said User and the Contractor regarding the use of the Contractor's water taxi.
"Company Business" means the operations performed by the Company itself or through a third party in providing the Service.
"Contractor Business" means the operations performed by the Contractor itself or through a third party in relation to the provision of the Service.
"Joint Operations" means the alliance operations that constitute the purpose of these Terms, referring collectively to the Company Business and Contractor Business.
"Intellectual Property Rights" means copyrights (including the rights specified in Articles 27 and 28 of the Copyright Act of Japan), patents, utility model rights, design rights, trademark rights, and any other intellectual property rights (including the right to acquire or apply for registration of such rights).
Article 3 (Execution of Agreement)
A party wishing to execute an agreement for the provision of the Service based on these Terms (hereinafter referred to as an "Applicant") may apply for the execution of the agreement (hereinafter referred to as the "Agreement") with the Company by agreeing to comply with the provisions of these Terms and providing the Company with certain information specified by the Company (hereinafter referred to as "Registration Information") through a method prescribed by the Company.
The application for the Agreement must be made directly by the water taxi operator who will use the Service; as a general rule, applications by proxy shall not be permitted. Furthermore, when applying for the Agreement, the Applicant must provide the Company with true, accurate, and up-to-date information.
The Company shall, in accordance with its own criteria, determine whether to accept or reject the application submitted under Paragraph 1 by the Applicant (hereinafter referred to as the "Applying Party"). If the Company accepts the application, it shall notify the Applying Party to that effect via a method designated by the Company. The Agreement shall be deemed executed upon the issuance of such notification by the Company. Furthermore, after accepting the application, the Company shall complete system registration based on the information provided by the Contractor and notify the Contractor of the information necessary to use the Service.
The Company may refuse to execute the Agreement if the Applying Party falls under any of the following items, and the Company shall be under no obligation to disclose the reason for such refusal:
If the Company determines that there is a risk of violation of these Terms, laws, or regulations;
If all or part of the Registration Information provided contains false statements, errors, or omissions;
If the Applying Party is a minor, adult ward, person under curatorship, or person under assistance, and has not obtained the consent of their legal representative, guardian, curator, or assistant;
If the Company determines that the Applying Party constitutes Anti-Social Forces (meaning organized crime groups, etc.), or is involved or engaged with Anti-Social Forces through financing or other means to support their maintenance, operation, or management;
If the Applying Party is a person whose application for the Agreement was previously refused;
If the Company determines that the Applying Party is a person who has violated an agreement with the Company in the past, or is affiliated with such a person;
If the Applying Party has previously been subject to measures based on a violation of these Terms; or
If the Company otherwise deems the execution of the Agreement to be inappropriate.
Chapter 2 Details of Joint Operations
Article 4 (Details of Joint Operations)
Among the alliance operations that constitute the purpose of these Terms (hereinafter referred to as the "Joint Operations"), the Company Business shall consist of the following:
Providing the Service to the Contractor and Users regarding the Contractor’s Water Taxi;
Properly maintaining and managing the systems and Application necessary for the provision of the Service in an operable state;
Providing necessary information to the Contractor and Users in connection with the provision of the Service;
Collecting and settling payments from Users for Service usage fees (including usage fees for the Contractor’s Water Taxi); and
Performing any other operations necessary to cooperate in the provision of the Service.
Among the Joint Operations, the Contractor Business shall consist of the following:
Providing Water Taxi services to Users through the Service;
Properly maintaining and managing the Contractor Equipment necessary for providing the Contractor’s Water Taxi services in an operable state with respect to the Service;
Upon provision of the Service, receiving new Water Taxi booking requests or rideshare booking requests from Users via the Application in accordance with the method prescribed by the Company; determining whether to accept or decline such requests based on the Contractor's Water Taxi reservation status, flight/voyage schedules, weather conditions, the status of Contractor Equipment managed by the Contractor, and other operational conditions; and notifying Users of such determinations via the method prescribed by the Company;
Upon provision of the Service, sending notifications regarding basic operational status (e.g., arrival at pier, departure from pier, arrival at destination) via the Application in accordance with the method prescribed by the Company;
Upon provision of the Service, notifying the Company and Users of any voyage cancellations via the method prescribed by the Company if the scheduled Water Taxi operation is determined to be unfeasible due to weather conditions, safety considerations, defects in Contractor Equipment, or other reasons;
Executing all procedures necessary under these Terms;
Performing any other operations necessary to cooperate in the provision of the Service; and
Performing any and all operations incidental or related to any of the preceding items.
The Company shall resolve, at its own expense and responsibility, any issues or disputes arising between the Company and Users or third parties regarding the Service. On the other hand, the Contractor shall resolve, at its own expense and responsibility, any issues or disputes arising between the Contractor and Users or third parties regarding the Contractor’s provision of Water Taxi services. Any issues where liability or fault is unclear shall be resolved through good-faith consultations between the Company and the Contractor.
The Service Commencement Date for the Contractor’s Water Taxi shall be as specified in the Attachment.
Article 5 (Service Area)
The service area for the provision of the Contractor's Water Taxi under the Service shall be as specified in the Attachment.
Article 6 (Management of Account Information)
The Contractor shall, at its own responsibility, strictly manage and store its email address, password, and other related credentials (hereinafter referred to as "Account Information") required for the provision of the Service, and shall not allow any third party to use, lend, transfer, change the name of, or buy/sell such information.
The Contractor shall bear all liability for any damage or loss resulting from inadequate management of Account Information, errors in use, or unauthorized use by a third party, and the Company shall assume no liability whatsoever.
In the event that the Contractor discovers that its Account Information has been stolen or is being used by a third party, the Contractor shall immediately notify the Company to that effect and comply with any instructions issued by the Company.
Chapter 3 Provision of the Service
Article 7 (Rights and Obligations Regarding the Service)
The Company and the Contractor confirm that all ownership rights, Intellectual Property Rights, and all other rights pertaining to the Service belong to the Company or its licensors, and that the execution of the Agreement does not constitute a transfer of rights or a grant of any license to the Contractor regarding the Service.
In the event that a third party asserts a claim of rights infringement or any other claim regarding the provision of the Service, the Contractor shall immediately notify the Company, and the method of resolving such claim shall be determined through separate consultation between the Company and the Contractor.
The Contractor hereby acknowledges and consents in advance to providing necessary cooperation to the Company, within a reasonable scope, to prevent rights infringement, unauthorized use, or unauthorized access to the Service.
Article 8 (Fees and Charges)
The usage fees for the Service payable by Users (including usage fees for the Contractor's Water Taxi; hereinafter referred to as "Fees") shall be specified in the Terms of Service for Users and published on the Company Website or other relevant platforms.
Expenses related to the use, maintenance, management, and operation of Contractor Equipment necessary for operating the Contractor's Water Taxi under the Service, as well as expenses associated with promotional activities conducted independently by the Contractor, shall be borne by the Contractor. The Company shall be under no obligation to pay such expenses unless explicitly agreed otherwise with the Contractor.
Notwithstanding the preceding paragraph, when a User uses the Contractor's Water Taxi through the Service, the Company shall pay to the Contractor the usage fee for the Contractor's Water Taxi calculated in accordance with the settlement method specified in the Attachment. Bank remittance fees shall be borne by the Company.
Expenses related to the development, modification, maintenance, and management of the Application required for providing the Service, expenses regarding promotional activities conducted by the Company, and expenses for collecting Fees from Users shall be borne by the Company.
Any expenses for which the responsible party is unclear shall be determined through good-faith consultations between the Company and the Contractor.
Article 9 (Term of Agreement)
The Agreement shall become effective on the date on which the Agreement is executed with respect to the Contractor pursuant to Article 3, and shall remain validly in effect between the Company and the Contractor until the earlier of the date on which the Agreement is rescinded or terminated, or the date on which the provision of the Service is terminated.
Even upon termination of the Agreement, the Company shall be under no obligation to return, delete, or otherwise dispose of any data, materials, or other items obtained through the use of the Contractor's Water Taxi in connection with the provision of the Service.
Chapter 4 Terms and Conditions for Service Provision
Article 10 (Terms and Conditions for Service Provision)
Regarding the provision of the Service, the Company shall be entitled to freely determine and collect usage fees and other charges for the Service from Users (including usage fees for the Contractor's Water Taxi).
The Company shall set forth the details of the terms and conditions for providing the Service to Users in the Terms of Service for Users and publish them on the Company Website or other relevant platforms.
The cancellation policy for Boarding Reservations under the Service shall comply with the contents of the Terms of Service for Users referred to in the preceding paragraph.
In addition to the provisions of the preceding paragraphs, the Company may freely determine and modify the terms and conditions for providing the Service to Users at its sole discretion.
Article 11 (Collection and Use of Information)
The Company may collect, store, and use data and other information regarding the provision of the Service through any method, without requiring the consent of the Contractor.
Article 12 (Disclaimer of Warranties and Limitation of Liability)
Except as explicitly provided in these Terms, the Company makes no representations or warranties of any kind, express or implied, to the Contractor regarding the reliability, timeliness, quality, suitability, truthfulness, accuracy, or completeness of the Service. Furthermore, the Company does not represent or warrant that:
The use of the Service will be secure, timely, error-free, or operate in combination with any other hardware, software, system, or data;
The Service will meet the requirements or expectations of Users or other parties;
Errors, defects, or bugs will be corrected;
The software, application, or server that makes the Service available is free of viruses or other harmful components; or
A Boarding Reservation will always be established between a User and the Contractor upon provision of the Service.
The Company shall assume no liability whatsoever for any damage or loss incurred by the Contractor in connection with the Service, including suspension, interruption, termination, unavailability, or modification of the Service by the Company; deletion or loss of the Contractor's registration information; termination of the Agreement with the Contractor; loss of data resulting from the use of the Service; or failure, damage, or malfunction of equipment necessary to provide the Service.
In the event that the Company suffers direct or indirect damage or loss due to a breach of these Terms by the Contractor or otherwise arising out of the provision of the Service (including cases where a third party brings a claim for damages or other legal action against the Company resulting from such act), the Contractor shall compensate the Company for all such damages (including legal fees and expert fees, as well as personnel costs incurred by the Company in responding to such matters).
Regarding the Service, any communication failures, response delays, flight/voyage delays, cancellations, accidents, or disputes arising between the Contractor and Users or other third parties in connection with the operation of the Water Taxi provided by the Contractor shall be handled and resolved at the Contractor's sole expense and responsibility, and the Company shall assume no liability whatsoever.
Article 13 (Prohibited Conduct)
When using the Service, the Contractor shall not engage in any of the following acts:
Infringing upon the Intellectual Property Rights, portrait rights, privacy rights, reputation, or other rights or interests of the Company, other Users, Contractors, or third parties (including acts that directly or indirectly induce such infringement);
Using the Service for purposes contrary to its intended purpose;
Acts related to criminal activities or acts contrary to public order and morals;
Acts violating laws, regulations, or the internal rules of industry associations to which the Company or the Contractor belongs;
Transmitting information containing computer viruses or other harmful computer programs;
Falsifying or tampering with information available in connection with the Service;
Transmitting data exceeding certain file capacity thresholds designated by the Company through the Service;
Acts that may interfere with or disrupt the Company's operation of the Service; or
Any other acts deemed inappropriate by the Company.
Article 14 (Suspension of the Service)
The Company may suspend or interrupt the provision of all or part of the Service without prior notice to the Contractor in any of the following events:
When performing periodic or emergency inspection or maintenance work on computer systems related to the Service;
When system operations become impossible due to failures in computers, telecommunication lines, operational errors, excessive traffic concentration, unauthorized access, hacking, or similar incidents;
When system operations become impossible due to force majeure events, including earthquakes, lightning strikes, fires, storm/flood damage, power outages, natural disasters, or epidemics; or
Whenever the Company otherwise deems suspension or interruption to be necessary.
The Company shall assume no liability whatsoever for any damage or loss incurred by the Contractor as a result of measures taken by the Company pursuant to this Article.
Article 15 (Limitation of Liability)
Unless caused by the Company's willful misconduct or gross negligence, the Company shall not be liable to the Contractor, regardless of the cause of action, for any damages arising out of or in connection with these Terms or any individual agreements.
The scope of damages for which the Company may be liable under these Terms shall be limited to direct and ordinary damages actually incurred by the Contractor.
Notwithstanding the preceding paragraphs, if for any reason the Company assumes liability to the Contractor under these Terms or individual agreements, the total cumulative liability of the Company to the Contractor shall not exceed the total amount of Water Taxi usage fees actually paid by the Company to the Contractor during the three (3) months preceding the date on which the claim arose. The Company shall assume no liability whatsoever to the Contractor for any use, interruption, delay, or unavailability of the Service.
Article 16 (Rounding Off)
In calculating monetary amounts under these Terms, unless otherwise specified in these Terms or individual agreements, any fractional amount less than one (1) Japanese Yen resulting from such calculations shall be rounded down.
Chapter 5 Termination and Miscellaneous Provisions
Article 17 (Termination for Cause)
Either the Company or the Contractor may immediately terminate all or part of the Agreement without any demand or notice upon the occurrence of any of the following events:
If the other party breaches any obligation under these Terms and fails to cure such breach within a reasonable period set forth in a written cure notice;
If the other party breaches Article 25 (Elimination of Anti-Social Forces);
If a bill or check drawn, accepted, endorsed, or guaranteed by the other party is dishonored;
If a petition for compulsory execution, enforcement of security interests, or similar proceedings is filed against the other party's assets, or if major assets of the other party become subject to provisional attachment, provisional disposition, or similar measures;
If the other party is subjected to disposition for delinquency of public taxes and public charges;
If the other party suspends payments, or if a petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other equivalent insolvency proceedings is filed by or against the other party;
If the other party resolves or executes the suspension, abolition, or material change of its business, or the transfer of all or a material part of its business to a third party;
If the other party resolves to dissolve, receives an order or judgment for dissolution, or otherwise dissolves (other than through a corporate merger), or enters into liquidation or voluntary settlement procedures;
If the whereabouts of the other party or its representative becomes unknown; or
If any other event equivalent to any of the preceding items occurs.
The terminating party exercising its right under the preceding paragraph shall not be liable for any damages caused by such termination.
If either the Company or the Contractor falls under any of the items of Paragraph 1, all monetary debts owed to the other party shall automatically forfeit the benefit of time, and such debts shall become immediately due and payable upon demand.
Article 18 (Termination without Cause)
In addition to the cases provided in the preceding Article, if the Company intends to terminate the Agreement, the Company may terminate the Agreement by giving written or electronic notice of termination to the Contractor at least one (1) month prior to the intended date of termination.
Article 19 (Duty of Restoration)
Upon termination of the Agreement, the Company shall be under no obligation to restore any installations, equipment, or other measures implemented by the Contractor for the performance of the Joint Operations to their original state.
Article 20 (Late Payments)
If either the Company or the Contractor fails to pay any monetary obligations due under the Agreement by the payment due date, the defaulting party shall pay to the other party late payment damages calculated at a rate of 3% per annum for the number of days from the day following the due date until the day prior to actual payment.
Article 21 (Handling of Inquiries from Users)
The Company shall handle inquiries and support from Users regarding the provision of the Service at its own expense.
The Contractor shall resolve, at its own expense, any inquiries, complaints, or claims from Users or third parties regarding the Contractor's Water Taxi. However, inquiries or claims from third parties that the Company explicitly agrees to handle after consultation between the Company and the Contractor may be handled by the Company.
Article 22 (Modification and Termination of the Service)
The Company may, at its own convenience, modify the contents of or discontinue the provision of the Service. If the Company discontinues the Service, it shall notify Users in advance.
Chapter 6 General Provisions
Article 23 (Confidentiality)
In these Terms, "Confidential Information" shall mean any and all information disclosed by the Company in connection with the Agreement. However, Confidential Information shall exclude information that:
Was already publicly known at the time of disclosure;
Became publicly known after disclosure through no breach of confidentiality obligations by the Contractor;
Was already lawfully possessed by the Contractor at the time of disclosure;
Was lawfully disclosed to the Contractor by a third party without any obligation of confidentiality; or
Was agreed in writing by both parties to be excluded from Confidential Information (provided that consent under Paragraph 5 shall not constitute agreement under this Item).
If there is any doubt as to whether disclosed information constitutes Confidential Information, it shall be decided through consultation between the Company and the Contractor. Pending such decision, the Contractor shall treat such information as Confidential Information.
The Contractor shall handle Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature (provided that such degree of care shall in no event be less than the duty of care of a good manager) and shall take necessary and appropriate measures to prevent leakage of Confidential Information.
The Contractor shall not use, reproduce, or translate Confidential Information beyond the scope objectively and reasonably necessary for the execution of the Joint Operations.
The Contractor shall not disclose the Company's Confidential Information to any party other than its own officers, employees, or contractors who strictly need to know such information for the execution of the Joint Operations; provided, however, that this shall not apply if the Contractor obtains prior written consent from the Company.
When disclosing the Company's Confidential Information pursuant to the preceding paragraph, the Contractor shall impose confidentiality obligations equivalent to those set forth in this Article on the recipient and exercise necessary and appropriate supervision to prevent leakage of such information.
If the Contractor is required by a judicial or administrative authority to disclose the Company's Confidential Information, the Contractor shall promptly notify the Company of such request, consult with the Company in advance regarding the scope of disclosure, and disclose Confidential Information only to the extent legally required. In such case, the Contractor shall exert its best efforts to ensure that disclosed information is treated as confidential and reasonably cooperate with the Company if the Company seeks legal protective orders against the disclosure request.
Unless otherwise provided, upon request by the Company or upon termination of the Agreement, the Contractor shall, within the timeframe designated by the Company, cease using the Company's Confidential Information and ensure that its contractors cease using such information. In such case, the Contractor shall, in accordance with the Company's instructions, return or destroy all Confidential Information and copies thereof without delay, or erase such data, and promptly submit written confirmation of such destruction or erasure upon request by the Company.
Article 24 (Compliance with Laws)
The Contractor shall comply with all applicable laws and regulations, and shall ensure that its acts do not damage the credibility or reputation of the Company.
Article 25 (Elimination of Anti-Social Forces)
Both the Company and the Contractor represent and warrant that neither they, their officers, agents, intermediaries, nor other related parties currently fall under, nor will fall under in the future, any of the following items:
Constituting Anti-Social Forces (meaning organized crime groups, organized crime group members, persons for whom 5 years have not elapsed since ceasing to be organized crime group members, quasi-members of organized crime groups, affiliated companies, or other equivalent entities);
Being involved with Anti-Social Forces by providing funds, convenience, or other support;
Improperly utilizing Anti-Social Forces;
Having business management controlled or substantially influenced by Anti-Social Forces; or
Maintaining socially unacceptable relationships with Anti-Social Forces.
Both the Company and the Contractor covenant that they will not, directly or through a third party, engage in any of the following acts:
Violent demands;
Unreasonable demands exceeding legal responsibility;
Using threatening language, behavior, or violence regarding transactions;
Spreading false rumors, using fraudulent means, or using force to damage the reputation of the other party or obstruct its business; or
Any other acts equivalent to the preceding items.
Both the Company and the Contractor represent and warrant that their subcontractors (including all tiers of subcontractors if multi-tiered) or intermediaries involved in executing contracts with such subcontractors do not fall under any item of Paragraph 1, and covenant that they will not fall under any item of Paragraph 1 or 2 in the future. Furthermore, if it is discovered after contract execution that a subcontractor or related party falls under any item of the preceding two paragraphs, the party shall immediately terminate the contract or take necessary measures for termination.
If the other party breaches any provision of the preceding three paragraphs, either party may immediately terminate these Terms without demand, causing all obligations of the breaching party to forfeit the benefit of time. Provided, however, that if the non-breaching party recognizes that the breach was not intentional and the breaching party promptly cures the situation, this sentence shall not apply.
If a party terminates these Terms pursuant to the preceding paragraph, it may claim damages for loss suffered from the other party, and shall assume no liability for damages incurred by the breaching party resulting from such termination.
Article 26 (Subcontracting)
The Company may subcontract all or part of the Joint Operations to a third party.
The Contractor may subcontract all or part of the Joint Operations to a third party only upon obtaining the prior consent of the Company.
When subcontracting pursuant to the preceding paragraph, the Contractor shall enter into a agreement with such subcontractor imposing obligations on the subcontractor equivalent to those owed by the Contractor to the Company under the Agreement.
Article 27 (Handling of Contractor Information)
The handling of Contractor information (including but not limited to Registration Information; hereinafter referred to as "Contractor Information") by the Company shall be governed by the Privacy Policy separately established by the Company, and the Contractor agrees that the Company will handle Contractor Information in accordance with such Privacy Policy.
The Company may analyze information, data, and materials provided by the Contractor using Google Analytics or other analysis tools, and may freely use and publish statistical information that cannot identify individuals at its sole discretion, to which the Contractor shall raise no objection.
Article 28 (Amendments to Terms)
The Company may amend these Terms (including rules, regulations, and provisions regarding the Service posted on the Company Website or Application; the same shall apply in this Paragraph) whenever deemed necessary. In the event of amending these Terms, the Company shall notify the Contractor or announce the effective date and content of the amended Terms on the Company Website or Application through appropriate methods. Provided, however, that if an amendment requires the consent of the Contractor under applicable laws, the Company shall obtain consent through prescribed methods.
Article 29 (Notice and Communication)
Inquiries regarding the Service or other communications/notices from the Contractor to the Company, as well as notices regarding amendments to these Terms or other communications/notices from the Company to the Contractor, shall be made through methods prescribed by the Company.
If the Company sends a notice or communication to the email address or contact information contained in the Registration Information, the Contractor shall be deemed to have received such notice or communication.
Article 30 (Assignment)
The Contractor shall not, without the prior written consent of the Company, assign, transfer, pledge as collateral, or otherwise dispose of its contractual status or rights and obligations under these Terms to any third party.
If the Company transfers the business pertaining to the Service to another company, the Company may transfer its contractual status, rights and obligations under these Terms, as well as Contractor Information and customer data, to the transferee of such business transfer, and the Contractor hereby gives its prior consent to such transfer in this Paragraph. The business transfer specified in this Paragraph shall include not only standard business transfers, but also corporate split-offs and any other legal structures involving business transfers.
Article 31 (Entire Agreement)
These Terms constitute the entire agreement between the Company and the Contractor regarding the subject matter contained herein, and supersede all prior agreements, representations, and understandings, whether oral or written, concerning the subject matter of these Terms.
Article 32 (Severability)
Even if any provision of these Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Act or other applicable laws, the remaining provisions of these Terms and the remaining portion of the provision held invalid or unenforceable shall continue in full force and effect.
Article 33 (Survival)
Any provisions of these Terms that by their nature should logically survive termination of the Agreement shall remain valid and enforceable after termination. Provided, however, that Article 23 (Confidentiality) shall survive for a period of two (2) years following termination of the Agreement.
Article 34 (Good-Faith Consultation)
Any matters not provided for in these Terms or any doubts arising regarding the interpretation hereof shall be promptly resolved through good-faith consultations between the Company and the Contractor in accordance with the principle of good faith.
Article 35 (Governing Language)
The official language of these Terms shall be Japanese. Any translation prepared for reference purposes in any other language shall have no legal force or effect, and only the Japanese original text shall be legally binding as the Agreement.
Article 36 (Governing Law and Jurisdiction)
These Terms and the Agreement shall be governed by and construed in accordance with the laws of Japan.
Any and all disputes arising out of or in connection with these Terms or the Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court in the first instance, depending on the amount in controversy.
Attachment
1. Service Area
Unless otherwise agreed, the service area shall be within the routes and regions separately agreed upon between the parties.
2. Scheduled Service Commencement Date
The date on which the information required for operating the Contractor's Water Taxi is registered in the Company's system following the execution of the Agreement, thereby enabling the use of the Service.
3. Settlement of Usage Fees
The Company shall pay to the Contractor the amount calculated in accordance with a prescribed calculation method set by the Company based on the basic fare per route specified separately (i.e., the Contractor's share = the basic fare per route, plus the Contractor's allocated portion of incremental revenue generated in the event of rideshare, minus the Company's prescribed commission in the event of no rideshare) on a monthly basis, by the end of the month following the service usage month, unless there are special circumstances.
The designated bank account for such settlements shall be notified by the Contractor to the Company at the time of applying for the Service.
Enactment Date: January 6, 2022