The Terms and
Conditions for
Wasurenai Services

SHIFT Corporation (hereinafter referred to as the "Company") provides cloud-based services (hereinafter referred to as the "Services") using the software product "Wasurenai" (hereinafter referred to as the " Wasurenai "), developed or owned by the Company or by the Company’s consolidated subsidiaries or equity-method affiliates, to corporation(s) or organization(s) applying to use Wasurenai (hereinafter referred to as the "Customer(s)"), in accordance with the Terms and Conditions for the Services (hereinafter referred to as the "Terms") stipulated by the Company. By applying for the Services, the Customer is deemed to have agreed to be bound by all of the Terms.

1. Definitions

The "Administrative User" means a user registered with Wasurenai as a user who uses Wasurenai.
The "Registered User" means a user registered with Wasurenai by the Administrative User, who is an officer or employee under the management, including contract employees, subcontractors and dispatched workers, and other personnel.
The "Asset Information" means any information regarding hardware, software, or SaaS services, which are managed by the Customer using the Services and used by the Registered Users and any information regarding the accounts relating to such hardware, software, or SaaS services.

2. Purpose

The Terms stipulate the terms and conditions under which the Company provides the Services to the Customers.
The Company shall provide the Services to the Customers in accordance with the Terms.

3. Services

In the Services, functions for managing the Asset Information will be provided to the Customers.
In providing the functions in the preceding paragraph, the Company shall (i) provide cloud-based services to the Customers using an automated public transmission device (hereinafter referred to as the "Server") connected to a telecommunications network via telecommunications facilities managed by the Company and/or a service provider designated by the Company at its discretion, (ii) maintain and manage the configuration and connection environment of the Server, and (iii) grant the Customers a non-exclusive right to use the functions of the Server and Wasurenai (hereinafter such grant of the right shall be referred to as the "Service License").
The Customer may not assign the Service License, or grant a license to any third party under the Service License.

4. Services Period

The agreement for the Services (hereinafter referred to as the "Service Agreement") shall commence on the date of notification of the start of use of the Services by the Company to the Customer (hereinafter referred to as the "Service Commencement Date") following application for the Services by the Customer. The Service Agreement shall automatically renew for one (1) month under the same conditions unless the Customer or the Company gives the other party prior notice of termination in a manner prescribed by the Company, and the same shall apply thereafter.
The Service Agreement may not be terminated within a period of one (1) month after the Service Commencement Date.

5. Service License Fee

Fees for the Service License (hereinafter referred to as the "Service License Fee") vary depending on the plan of the Services used by each Customer.
The Customer shall pay the Service License Fee for each month that starts from the month in which the Services commence, regardless of whether the Customer actually uses the Services or not, by the payment method specified by the Company. However, this shall not apply in the event that the Services are unavailable due to any fault of the Company, or with respect to the Services provided during a free-of-charge period, if applicable. The method of payment, due date and other related matters will be specified separately.
Notwithstanding the preceding paragraph, the Customer may pay the Service License Fee for a specific upcoming period in a lump sum. In this case, however, the Company shall not make any refunds regardless of whether or not the Customer terminates this Service Agreement during the above period or actually uses the Services.

6. Change of Customer's Name or Contact Information

The Customer shall promptly notify the Company of any change in the name, address (whether registered or actual), or other contact information (hereinafter collectively referred to as the "Contact Information").
When the notification described in the preceding paragraph is made, the Company may request the Customer to provide the Company with a document that verifies the information provided.
If the Customer notifies the Company of a change in the Contact Information, any subsequent communication or notification from the Company to the Customer shall be made or given in accordance with such changed Contact Information. In the event of a change in the Contact Information without the notification described in paragraph (1) above, the Company shall not be liable for any damages or losses incurred by the Customer (including its Administrative User) or any third party as a result of Company using the previous Contact Information for notifications or communications, or failing to notify or contact the Customer.

7. Disclaimer

The Customer hereby acknowledges and agrees that the Customer alone bears all risks associated with the use of the Services, except to the extent such risks arise from the intentional acts or gross negligence by the Company.
The Company, the subcontractor specified in "(3) of 13. Subcontracting", and the providers of hardware, software, and SaaS services whose asset information is managed by the Customer through Wasurenai, shall not be liable to the Customer or any other third party for any direct, indirect, special, incidental, or consequential losses or damages, including loss of business value, business interruption, damages due to computer failure, or any other commercial damages or losses, arising out of the Customer's use or non-use of the Services or any other services through the Services. The Company will not be responsible for any claims by the Customer or any other third party. No information or advice, whether oral or written, given by the Company shall create any additional warranty or in any other way extend the scope of the Terms. The Company does not warrant that the Services will satisfy any requirements of the Customer.
If the Customer incurs or causes any damage to other users or third parties by using the Services or other services through the Services, the Customer shall resolve the matter at its own responsibility and expense, and shall not hold the Company liable therefor.
The Company does not guarantee the completeness, accuracy, certainty, usefulness, or any other aspect of the content of the Services or information obtained by the Customer through the Services.
In the event that the Company determines that it is unable to perform its obligations due to a network failure (including the Internet), natural disaster, fire, war, riot, civil war, terrorism, infectious disease, enactment, amendment, or abolition of laws or regulations, order or disposition by a public authority, act of dispute, or other causes not attributable to the Company, the Company may stop or suspend the provision of the Services. However, the Company shall not be liable for such non-performance.
In the event that the provision of the Services becomes impossible pursuant to the provisions of "14. Suspension of Services", "15. Change or Partial Discontinuance of Services", or "16. Discontinuance of Services" of the Terms, the Company shall not refund any Service License Fee or any other amount already paid by the Customer.

8. Support

The Company will provide the following support services for Wasurenai:
  • ①
    Answering questions and providing advice on how to use Wasurenai
  • ②
    Providing information about revised versions of Wasurenai
  • ③
    Applying the revised version of Wasurenai to the Services

9. Backup

The Customer shall bear all responsibilities for the data stored on the Server, but the Company will store and restore a duplicate of the data registered by the Customer in case of troubles or accidents. However, the Company shall not be liable in the event that it becomes unable to copy, store, or restore such data due to any cause other than the intentional acts or gross negligence of the Company.

10. Responsibility for the Protection and Handling of Personal Information

The Company will receive the Registered User’s personal information (hereinafter referred to as the "Personal Information") when the Customer entrusts the Company with the data. When the Customer discloses the Personal Information to the Company by any means such as uploading the Personal Information to the Services, it shall be deemed that the Customer has entrusted the Company with the handling of the disclosed the Personal Information for the use of the Services. The Company shall not access the Customer's registered data except in cases where the Company recognizes the need to handle a problem or trouble in the Services or where the Customer gives consent.
When the Customer entrusts the Company with the handling of any the Personal Information, the Customer warrants that it has complied with the procedures set forth in the applicable data protection laws and regulations and shall be responsible for the accuracy and legality of the Personal Information entrusted to the Company and the manner in which the Customer acquired such the Personal Information.
The Company shall handle the Personal Information entrusted to the Company by the Customers in accordance with the Privacy Policy (hereinafter referred to as the "Privacy Policy"), which is separately stipulated by the Company.
When the Customer uses the Services from outside Japan and the Company deems it necessary, the Customer and the Company shall enter into a Data Processing Agreement in the form prescribed by the Company.
The Company shall not use, process, copy, or reproduce the Personal Information entrusted to the Company by the Customer beyond the scope of the purpose for which it was entrusted.
The Company will appoint a person responsible for the management of the Personal Information and take necessary and appropriate measures for the purpose of preventing leakage, loss, or damage of the Personal Information entrusted to the Company by the Customers and for otherwise managing the security of such the Personal Information.
In the event of any accident such as the leakage, loss, or damage of the Personal Information entrusted to the Company by the Customer, the Company shall promptly report the accident to such Customer in accordance with applicable data protection laws and regulations, and shall investigate the cause and take necessary measures to prevent such accident from spreading. The Company shall also examine measures to prevent recurrence of the accident and take the necessary measures for such prevention.

11. Handling of information of Customers

The Company may use the status of the Customers and the Registered User (excluding personal information) and personal information of the Customers collected by us in connection with the Customers' application for the Services for the purpose of improving the quality of services (including the Services) provided by the Company currently or in the future, informing the Customers about such services, and for other purposes as set forth in the Company's Privacy Policy.
The Company may analyze the use of the Services or the status of the Customers and the Registered Users for statistical purposes, and may release the statistical results to the general public. However, the Company will ensure that individual Customers and specific individuals will not be identified.
The Company may obtain information from the Customer regarding its use of the Services (hereinafter referred to as the "Usage Information") or request the Customer to provide the Company with feedback regarding the Services. The Customer agrees that the Company may use the Usage Information or the feedback during the term of the Service Agreement and after the termination thereof. However, the purpose of the use of the Usage Information or the feedback is limited to the operation, improvement, and promotion of the Services and the development of new services.

12. Confidentiality and Prohibition of Unauthorized Use

Except as otherwise provided in the Terms, the Customer and the Company shall treat information disclosed by the other party in connection with the Services as confidential information, unless the other party gives prior written consent (including electronic form). However, information set forth in any of the following items shall not be deemed confidential information. 
  • ①
    Information already in the possession of the Receiving Party (defined below) at the time of disclosure.
  • ②
    Information legitimately obtained from a third party without any obligation of confidentiality after the disclosure.
  • ③
    Information that has been independently obtained or created after disclosure.
  • ④
    Information that was already publicly known at the time of disclosure.
  • ⑤
    Information that has become publicly known through no fault of the Receiving Party after it has been disclosed.
Notwithstanding the provisions of the preceding paragraph, the party receiving the Confidential Information (hereinafter referred to as the "Receiving Party") may disclose confidential information without obtaining the prior consent of the party that discloses the confidential information, if the disclosure is made in accordance with a legitimate requirement from regulatory authorities or other competent authorities or as required by law, or if the disclosure is made to a director or employee, a contractor related to the Services, or an attorney, accountant, or another person under confidentiality obligations imposed by law.
Notwithstanding the provisions of the preceding two paragraphs, the Personal Information will be handled in accordance with the provisions of "10. Responsibility for Protection and Handling of Personal Information" and applicable data protection laws.
If the Customer violates this Article, such Customer shall be prohibited from further use of any of the Services.

13. Subcontracting

When deemed necessary for the provision of the Services, the Company may, at its own responsibility and expense, subcontract to a third party (hereinafter referred to as the "Subcontractor") any part of the Services or any work necessary for providing the Services. In such cases, the Company may disclose confidential information held by the Customers to the Subcontractor to the extent necessary for subcontracting the Services.
In the event that the Company performs the subcontract pursuant to the preceding paragraph, the Company shall ensure that the Subcontractor complies with the same obligations as those of the Company set forth in the Terms. In such case, the Company shall not be relieved of its own obligations under the Terms and shall assume full responsibility for the acts of the Subcontractor.

14. Temporary Suspension of Services

The Company may suspend, including on an urgent basis if necessary, the provision of the Services in any of the following cases.
  • ①
    When the suspension is unavoidable, for maintenance of the system for providing the Services or for maintenance or construction of telecommunications facilities, or when an unavoidable failure of the system or facilities occurs.
  • ②
    When it is deemed difficult to provide the Services under normal conditions due to a significant load on or serious failure of the above system.
  • ③
    When the Company recognizes the possibility of significant damage to the Customers or third parties as a result of providing the Services.
  • ④
    When it becomes difficult to provide the Services under the Terms due to the suspension or discontinuation of telecommunications services by a telecommunications service provider, whether inside or outside of Japan.
If the Services are to be suspended pursuant to any of the items of the preceding paragraph, the Company will notify the Customers to that effect in advance, except in cases of emergency or unavoidable circumstances.
In principle, the Company will not accept any request for an emergency suspension from any Customer or third party.
The Customer agrees that the Company shall not be liable for any damages or losses incurred by the Customer or any third party as a result of the suspension or failure to suspend the Services.

15. Change or Partial Discontinuance of Services

The Company reserves the right to change or discontinue any part of the Services, regardless of whether the Customer is aware of such change or discontinuance. The latest content of the Services shall be specified in the service description document. In the event that the Company changes the content of the Services, the Company shall notify the Customers of such changes at least four (4) weeks prior to the change on the Company's website or through other means provided by the Company.
If the Customer renews the Service Agreement after the change in the content of the Services set forth in the preceding paragraph, the Customer shall be deemed to have agreed to the changed content. If the Customer does not agree to the change, the provision of the Services will be discontinued.

16. Discontinuance of Services

The Company reserves the right to discontinue the entire Services for any reason. In the event that the Company discontinues the entire Services, the Company shall notify the Customers of such discontinuance by communication means provided by the Company at least one (1) month prior to the date of such discontinuance. This one (1) month period may be shortened if there are unavoidable circumstances.

17. Termination

If a Customer breaches any provision of the Terms, the Company may immediately terminate the Service Agreement without giving any prior notice. In such a case, regardless of the reason for termination, the Company will not refund the Service License Fee and any other amounts already paid by the Customer.
If a Customer wishes to terminate the Service Agreement, the Customer shall notify the Company to that effect in the manner prescribed by the Company by the last day of the month preceding the month in which the Customer wishes to terminate.
Upon termination of the Service Agreement, the Customer shall immediately cease use of the Services at its own responsibility and promptly return any loaned items from the Company, if any.
If requested by a Customer on or before the termination date of the Service Agreement in a manner prescribed by the Company, the Company shall provide a file that is created as a result of outputting data related to the Registered Users and the Asset Information registered by the Customer with Wasurenai in a format prescribed by the Company after the termination of the Service Agreement, or shall erase such data and issue a certificate thereof.
In the event of termination of the Service Agreement, the provisions of "(3) of 5. Service License Fee", "12. Confidentiality and Prohibition of Unauthorized Use", "22. Governing Law and Jurisdiction", and "23. Miscellaneous" shall survive.

18. Reapplication

If the Customer wishes to apply for the Services again after the termination of the Service Agreement, the Customer shall make a new application to the Company. In such case, the Company will not restore any data that was created or registered by the Customer using the Services in the past.

19. Exclusion of Antisocial Forces

The Customer and the Company represents and warrants to the other party that none of themselves, and its officers and employees, at present and in the future, (i) is a crime syndicate, a member of a crime syndicate, a former member of a crime syndicate in the past five (5) years, an associate member of a crime syndicate, a company related to a crime syndicate, a corporate racketeer, an anti-social organization pretending to be a social activist or a crime group specialized in intellectual crimes, or any similar group or person (hereinafter referred to as the "Bouryokudan") and (ii) falls under any of the following items.
  • ①
    Having a relationship in which a Bouryokudan controls or is deemed to be substantially involved in the management.
  • ②
    Having a relationship with a Bouryokudan that is deemed to involve unjustified use of the Bouryokudan, such as for the purpose of making unjust profits for oneself or a third party or for the purpose of causing damage to a third party.
  • ③
    Having a relationship such as providing funds or other property or affording benefits to a Bouryokudan.
  • ④
    A director or a person substantially involved in the management has a socially reprehensible relationship with a Bouryokudan.
If, in breach of the representations and warranties in the preceding paragraph, either party or an officer or employee thereof is found to be a Bouryokudan or to fall under any of the items in the preceding paragraph, the other party may terminate the Service Agreement without giving any prior notice.
The provisions of "17. Termination" shall apply to the termination of the Service Agreement by the Company in accordance with the preceding paragraph.

20. Export Related Regulations

The Customer shall comply with all laws and regulations of the United States, Japan and other countries related to export or economic sanctions (hereinafter collectively referred to as the "Export Related Regulations").
The Customer represents and warrants that none of the Customer itself and its officers and employees,
  • ①
    is located in any of the countries subject to an embargo or sanctions under the Export Related Regulations (hereinafter collectively referred to as the "Sanctioned Countries"), and is a national or resident of any of the Sanctioned Countries;
  • ②
    is listed on the U.S. Department of Commerce's Table of Denial Orders or the U.S. Department of the Treasury's List of Specially Designated Nationals (SDN).

21. Modification of the Terms

In case of conformity with the general interests of the Customers, or changes in social conditions, economic circumstances, or other conditions concerning the Services, changes in laws and regulations, or any other reasonable reason, in accordance with the provisions of the Civil Code pertaining to amendments to standardized terms and conditions, the Company may make amendments to the Terms to the extent not inconsistent with the objective of the Services.
In the event that the Company amends the Terms pursuant to the preceding paragraph, the Company shall disclose the amended Terms to the Customers by posting the amended Terms on the Company's website or by notifying the Customers in a manner prescribed by the Company. In such cases, the amended Terms shall become effective at the expiration of a reasonable period (which shall be at least one (1) month) specified by the Company at the time of the above posting or notice.
In the event that the Company wishes to amend the Terms without complying with the provisions of paragraph (1) of this Article, the Company shall obtain the consent of the Customers with respect to the amended Terms. In this case, the Company shall disclose to the Customers the Terms to be amended in accordance with the provisions of the preceding paragraph. In the event that a Customer uses the Services or does not terminate the Service Agreement by the procedures prescribed by the Company as a result of such amendment after the disclosure of such amendment and before the date on which such amended Terms are to be applied, the Customer shall be deemed to have agreed to such amended Terms.

22. Governing Law and Jurisdiction

The Terms shall be governed by and construed in accordance with the laws of Japan, without giving effect to any principles of conflicts of law. In the event of any dispute arising out of or in connection with the Terms or the Services, the Customer and the Company agree to submit to the jurisdiction of the Tokyo District Court as the court of first instance.

23. Miscellaneous

If any issue arises in connection with the use of the Services that cannot be resolved in accordance with the Service Agreement, the Terms, or the service description document, the Customer and the Company shall have good-faith discussions and resolve such issue.
Established on July 15, 2025