HDE One Service Agreement

HDE, Inc. ("HDE") and Customer have entered into this HDE One Service Agreement ("Agreement") with respect to the HDE One Service ("Service") provided by HDE. This Agreement shall be deemed as executed and taken effect as of the date HDE sends Customer the Account Notice (notification by email) upon HDE's receipt of the designated application form which is submitted by Customer ("Service Commencement Date").

Article 1 (Scope of the Agreement)

  1. This Agreement shall be applied to all Customers who utilize the Service.
  2. In the event of any conflict between the Agreement and any separate user agreement ("Individual Agreement"), the Individual Agreement shall prevail.

Article 2 (Establishment of Individual Agreement)

  1. Individual Agreement shall be deemed as established when Customer issues the designated order form and HDE declares its intention to accept the order.
  2. If HDE fails to respond within five (5) business days from the date of receipt of the order form, the order is deemed as accepted by HDE upon expiration of such five-day period.

Article 3 (Service Content)

  1. Details of the Service provided by HDE shall be as set forth in the exhibit attached hereto.
  2. HDE shall provide Customer with such support service as set forth in the said exhibit as an ancillary service to the Service.
  3. As the Service is being provided, any matters related to the Google Apps for Work which is provided by Google Inc. shall be governed by the relevant Google terms and conditions (http://www.google.com/apps/intl/ja/terms/reseller_premier_terms.html); provided however that any matters which are not set forth in the said Google terms and conditions, this Agreement shall apply.
  4. As the Service is being provided, any matters related to the Microsoft Office 365 which is provided by Microsoft Corporation shall be governed by the relevant terms and conditions which govern the use of the Microsoft Office 365; provided however that any matters which are not set forth in the said terms and conditions, this Agreement shall apply.
  5. As the Service is being provided, any matters related to the Cybertrust Device ID which is provided by Cybertrust Japan Co.,Ltd. shall be governed by the relevant terms and conditions (https://www.cybertrust.ne.jp/deviceid/CybertrustDeviceiD_Terms_v1.1.pdf); provided however that any matters which are not set forth in the said Cybertrust Device ID terms and conditions, this Agreement shall apply.
  6. As the Service is being provided, in the event that Customer utilizes any other service provider's platform than previously mentioned, any matters related to such platform shall be governed by the relevant terms and conditions of use of such platform; provided however that any matters which are not set forth in such terms and conditions of use, this Agreement shall apply.

Article 4 (Notice of Change)

In the event of any change in information which was set out in the application form and submitted to HDE, Customer shall promptly update such change by utilizing the HDE's designated change form whenever such change takes place. 

Article 5 (Minimum Use Term)

  1. Minimum use term of the Service shall be one (1) year commencing from the commencement date of the Agreement.
  2. In the event that Customer wishes to terminate the Individual Agreement prior to expiration of the minimum use term as stated in the preceding paragraph, unless otherwise provided in the Agreement, Customer shall pay HDE the penalty whose amount is equal to the service fee for the remaining period of the minimum use term. 

Article 6 (Renewal)

Upon expiration of the minimum use term of the Service as set forth in the preceding article, the use based on the Individual Agreement shall be terminated or shall be otherwise automatically renewed for a period of additional one (1) year unless either HDE or Customer terminates pursuant to the provisions of the Individual Agreement. 

Article 7 (Service Fee)

  1. Fee to utilize the Service ("Service Fee") shall be as follows;
    (1)Subscription Fee - Expenses and processing charge for initial configuration of the Service.
    (2)Annual Fee - Fee to utilize the Service.
  2. Payment terms for the Subscription Fee and the Annual Fee shall be separately determined and agreed upon between the parties.
  3. Service Fee which is paid by Customer to HDE shall not be refundable for any reason unless otherwise set forth in the Agreement.
  4. Customer shall pay the Service Fee as well as any consumption tax and other taxes assessed thereon for the full subscribed term even during the period of time when the Service may not be available to Customer in accordance with the provisions of the Article 13 and 14 herein; provided however in the event that the time period when the Service is totally unavailable to Customer ("Inability to Use") continues for more than five (5) business days, Service Fee for such number of days as well as any consumption tax and other taxes assessed thereon shall be waived (any fraction less than one (1) day of Inability to Use shall be rounded up). 

Article 8 (Configuration and Maintenance of Facilities to Utilize Service)

  1. Customer shall, at its own cost and responsibility, set up and manage Customer's facilities in such a manner that they are compliant to conditions designated by HDE and shall maintain such environment to utilize the Service.
  2. Customer shall, at its own cost and responsibility, connect its facilities to the internet utilizing the telecommunication service provided by any telecommunications carrier in order to utilize the Service.
  3. In the event of any problem with Customer's facility, internet connectivity or with any environment which are set forth in the preceding paragraph to utilize the Service, HDE shall have no obligation to provide the Service to Customer.
  4. HDE may be able to take any necessary actions, such as to monitor, analyze, and examine the data which is provided or transmitted through the Service by Customer, Customer's officers and employees, and/or any other parties who are authorized to utilize the Service by Customer hereunder ("Users") in the event that HDE determines as necessary from maintenance, operation, or technical point of view of the Service.

Article 9 (Utilization by Users)

  1. Utilization of the Service shall be limited to a legal entity, group, or an organization which Customer belongs to.
  2. As Customer makes the Service available to Users, Customer shall, under its own responsibility, explain to Users the conditions of the Service to be provided hereunder, obtain their consent, and shall be liable for such Users' compliance with their obligations.
  3. Customer shall consent that Users' utilization of the Service shall be deemed as the Customer's own utilization of the same and shall be liable for all the events which take place on such Users' end. In the event that Users breaches any of the items listed in the Paragraph 1, Article 25 herein, which set forth the prohibited matters, Customer shall immediately cure such breach.

Article 10 (User ID and Password)

  1. Customer may not lend or share its user ID and password with any third party except that Customer discloses such information to Users and shall strictly manage the user ID and password to prevent leakage to any third party. HDE shall not be liable for any damage incurred by Customer or by any other party due to mismanagement, misuse or overuse, or use by a third party of the user ID and password.
  2. In the event that any third party utilizes the Service under Customer's user ID and password, HDE will deem such use as Customer's own use and Customer shall be liable for any and all financial consequence incurred by such use. Also, in the event that HDE incurs any damage due to such use, Customer shall compensate the damage unless such third party's use of user ID and password is due to HDE's willful conduct or negligence.

Article 11 (Backup)

Customer shall, under its own responsibility, save and back up the data which is provided and/or transmitted through the Service by Users. Except as set forth in the exhibit hereto, HDE shall not be liable for any storage, saving, or backing up of such data. 

Article 12 (Specification Change or Service Content Change)

  1. HDE shall be entitled to change, update, or upgrade the Service to improve the functionalities or add or modify the features without Customer's consent and at HDE's sole discretion.
  2. HDE shall be entitled to change the Service to perform its obligations to provide the Service or due to any other reason.
  3. HDE shall provide a prior notice to Customer in the event of change, update or upgrade of the Service or change of utilization method of the Service, or other changes which are sure to affect Customer; provided however in the event of emergency or due to inevitable reasons, such prior notice may not be available.
  4. Customer shall, at its own responsibility and cost, make any necessary change or adjustment of Customer's environment such as the configurations of Customer's appliances and alike which may become necessary for Customer to continue to utilize the Service as a result of the changes of the Service.

Article 13 (Suspension of Service)

  1. In the event of either of the following cases, HDE is entitled to suspend the Service;
    (1) Maintenance, inspections, construction work of the facility which is utilized to provide the Service ("Service Facility") by the telecommunications carrier, or due to other inevitable reasons such as failure of the Service Facility;
    (2) Due to inevitable reasons such as power outage at the sites of HDE or the telecommunications carrier;
    (3) Due to circumstances where HDE or the telecommunications carrier may not be able to appropriately manage, such as the government authorities' decisions, war, subversive activities, armed conflicts, embargo, fire, flood, or other serious disasters, pandemic, strikes or other labor dispute, stoppage or delay of transportation, failure, stoppage, or delay of any third party's service or communication methods which are not attributable to the supplier of the infrastructure, attacks by unknown viruses and alike, denial-of-service attacks, mass transmission of spam mails, failure of any third party software, unavailability of raw materials, supplies, power supply, or appliances which are necessary to provide the Service, and any other reasons when the Service needs to be suspended due to reasons which are not attributable to HDE; and
    (4) Due to any other reason which HDE determines as temporary suspension of the Service is necessary.
  2. In the event that the Service needs to be temporary suspended in accordance with the preceding paragraph, HDE shall provide Customer a prior notice; provided however in the event that such prior notice is not available due to emergency or other reasons, HDE shall provide a notice as soon as practicable.
  3. In the event that HDE becomes aware of any failure with the Service Facility, HDE shall immediately notify Customer and repair or recover the facility without delay to provide the Service.
  4. When HDE becomes aware of any failure with the telecommunication line which is leased to HDE in order to connect to the Service Facility, HDE shall instruct the telecommunications carrier which provides the telecommunication line to repair or recover it.
  5. In the event of any other problem with the Service as stated above, Customer and HDE shall notify each other without delay and take necessary measures which are to be taken by each party upon consultation by both parties to determine such measures.
  6. HDE shall not be liable for any damage incurred by Customer due to suspension of the Service which is set forth in the Paragraph 1.

Article 14 (Restriction of Use of Service)

In the event of any emergency situations including but not limited to natural disasters or any possibility thereof, HDE may, based on the Article 8 of the Telecommunications Business Act of Japan, temporary restrict or suspend the utilization of the Service in order to prevent disasters or to facilitate rescues, transportation, communications, or to secure power supply or to give priorities to emergency communications which are necessary to maintain the order of the society or for public interests. 

Article 15 (Guarantee of Service Availability)

  1. Among any of the service which consists the Service, in the event that the functionalities of the services which are covered by the service level guarantee ("Guaranteed Services") stop and the monthly operation rate falls lower than a certain level, HDE shall, with its commercially reasonable efforts, partially reduce the amount which will be charged to Customer for the renewal term of the Individual Agreement if such renewal is made, based on Customer's reduction request and after the date of such reduction request.
  2. The details of the Guaranteed Services as well as reduced amount shall be set forth in the exhibit hereto. 

Article 16 (Discontinuation of Service)

  1. HDE may discontinue the Service, whole or a part, at its discretion at any time.
  2. In the event of any discontinuation of the Service, whole or a part in accordance with the preceding paragraph, HDE shall provide Customer with at least six (6) months' prior notice.
  3. Notwithstanding the provisions of the Article 5 and the Article 7, Paragraph 3 herein, in the event that the Service is discontinued, whole or a part, HDE shall, after such discontinuation date, refund Customer the amount which is equal to the Service Fee and consumption tax thereon calculated for the number of days of Customer's Inability to Use of the Service due to such discontinuation (any fraction less than one (1) day shall be rounded up) from the Service Fee which was already paid by Customer. 

Article 17 (Termination of Individual Agreement by Customer)

  1. Customer may terminate the Individual Agreement by sending HDE at least one month prior notice from the date of its desired termination in a designated manner.
  2. In the event that Customer fails to provide any notice in a designated manner until one month prior to the expiration date of the Individual Agreement, such failure shall be deemed as Customer's intention to renew the Agreement and regardless of actual use of the Service or not, Customer shall pay HDE the Service Fee for such renewal.
  3. Customer shall, upon arrival of notice set forth in the preceding paragraph at HDE, immediately pay any unpaid Service Fee and/or late payment penalties, if any.
  4. In the event of cancellation during the effective term of the Individual Agreement, unless otherwise specified herein, Customer shall pay HDE a penalty whose amount is equal to the Service Fee for the remaining period of the effective term.

Article 18 (Process upon Termination)

  1. Upon termination of the Agreement, Customer shall immediately delete the software which was provided by HDE in order to utilize the Service as well as any related data (including but not limited thereto and any materials and copies thereof, whole or a part, which may be stored in the facilities which was set up by Customer in order to utilize the Service; same applies hereafter) under Customer's responsibility.
  2. Upon termination of the Individual Agreement based on this Agreement, HDE shall delete the data which was provided by Customer in order to utilize the Service (including any materials and copies thereof, whole or a part, which may be stored in the Service Facility; same applies hereafter) under HDE's own responsibility.
  3. HDE shall not be liable for any damage incurred by Customer or any third party in relation to the data after termination of the Agreement.

Article 19 (Suspension of Service and Termination)

  1. In the event that any of the following takes place to the Customer, HDE may suspend provision of the Service or terminate any Individual Agreement based on this Agreement without notice;
    (1) If Customer ceases payment or if any note or check issued or underwritten by Customer is dishonored;
    (2) If a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed;
    (3) If a petition for provisional seizure, seizure, provisional disposition or auction is filed;
    (4) If merger, dissolution, whole or a substantial part of business transfer, or discontinuation of its business is resolved;
    (5) If Customer interferes with the operation of the Service or defames HDE;
    (6) If Customer engages in an act to interfere with any third party's utilization of the Service or there is a possibility that Customer engages in such act;
    (7) If any false statement by Customer is discovered in the Service application form; or
    (8) If Customer is in breach of this Agreement.
  2. Service Fee during such period when the Service is suspended in accordance with the preceding paragraph shall remain payable by Customer.
  3. In the event that any Individual Agreement based on this Agreement is terminated in accordance with the Paragraph 1 herein, Customer shall lose the benefit of time in relation to any debt Customer owes to HDE and such debt shall become immediately due and payable by Customer to HDE.
    (1) If HDE ceases payment or if any note or check issued or underwritten by the Customer is dishonored;
    (2) If a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed;
    (3) If a petition for provisional seizure, seizure, provisional disposition or auction is filed;
    (4) If merger, dissolution, whole or a substantial part of business transfer, or discontinuation of its business is resolved by HDE;
    (5) If HDE defames Customer; or
    (6) If HDE is in breach of this Agreement;
  4. In the event that any Individual Agreement based on this Agreement is terminated in accordance with the preceding paragraph, HDE shall refund the amount which is equal to the Service Fee and consumption tax thereof calculated for the remaining number of days of the Individual Agreement even if such termination takes place in the minimum use period which is set forth in the Article (any fraction less than one (1) day shall be rounded up)

Article 20 (Subcontract)

HDE may subcontract to any third party, its necessary work to provide Customer with the Service, whole or a part, at HDE's sole discretion. In such case, HDE shall ensure that its subcontractor shall bear the same obligations as HDE and HDE shall be responsible to supervise its subcontractor. 

Article 21 (Intellectual Property Rights)

All the intellectual property rights including but not limited to copyrights, patents, trademarks in relation to the Service, any other service which is necessary to provide the Service, as well as any copyrighted material shall remain the properties of HDE and their original right holders.

Article 22 (Assignment of Rights and Obligations)

Customer may not license, assign or transfer or any of its rights nor obligations in relation to utilization of the Service nor offer them as security to any third party nor cause any third party to succeed them without prior written consent by HDE.

Article 23 (Damage Compensation)

In any event HDE's entire liability to any damage incurred by Customer due to reasons attributable to HDE shall not exceed the total amount of Service Fee which was actually paid to HDE by Customer during the twelve months period retroactively calculated from the date when the relevant damage occurred.

Article 24 (Disclaimers)

  1. Except as otherwise specified herein, all the information, contents, and services available to Customer through HDE shall be provided on "as is" basis and HDE shall make no warranties whatsoever, express or implied. Customer is deemed to have expressly agreed and accepted to utilize the Service under its own responsibility.
  2. HDE's liability in relation to or arising out of the Service or the Agreement shall be limited to the scope specified by the preceding article regardless of their reasons and in no event whether in default, tort, nor regardless of the cause of action, shall HDE be liable for any damage incurred by Users due to following reasons;
    (1) Force majeure such as natural disasters, riots, and public disturbance;
    (2) Problems in Customer's network environment such as problems of Customer's facility or internet connection service failure to the Service Facility;
    (3) Damage due to performance values of the internet connection service, such as response time from the Service Facility;
    (4) Damage due to Customer's non-compliance of HDE's designated procedures and/or security measures;
    (5) Damage due to services provided by any other third party than HDE;
    (6) Compulsory dispositions based on the provisions of Criminal Procedure Code or laws related to communication interception for criminal investigations, court orders or based on applicable laws and regulations; or
    (7) Any other reason which are not attributable to HDE.
  3. HDE shall not be liable for any dispute between Customer and any third party which was caused due to Users' utilization of the Service.

Article 25(Prohibited Matters)

  1. Customer shall be prohibited from the following conducts in relation to utilizing the Service;
    (1) Infringe HDE or any third party's intellectual property rights such as copyright, trademark, or any other rights, or such conduct which is likely to cause infringement of such rights;
    (2) Alter or delete the content of the Service or any information which may be made available by the Service;
    (3) Make the Service available to any third party in breach of this Agreement;
    (4) Share one user ID among multiple people; provided however it shall not apply in the event that the number of user IDs which are applied by Customer is larger than total number of actual Users;
    (5) Act in violation of laws and regulations or public order and morality or to cause harm to HDE or any third party;
    (6) Discriminate, dishonor, or defame others;
    (7) Act which is or may be linked to a crime, such as a fraud;
    (8) Transmit or upload obscene, child-pornographic, or child-abusive images and/or materials;
    (9) Open chain mail accounts or solicite thereof;
    (10) Utilize the Service pretending to be somebody else (spoofing);
    (11) Transmit or upload malicious computer programs, such as computer viruses, warms, or Trojan Horses;
    (12) Send unsolicited advertising or promotional emails or send spam emails and other emails which are or which may be annoying to a third party;
    (13) Act which may cause problems to utilization or operation of a third party facility or the Service Facility or act which is likely to cause such problems;
    (14) Unauthorized access to the HDE website, services, and other related network; or
    (15) Provide links in such a manner or a purpose to encourage any act knowingly that such act falls under either of those listed above,;
  2. When either of such conduct as listed above come to Customer's knowledge or such conduct may be anticipated by Customer, Customer shall immediately notify HDE.
  3. In the event that HDE comes to know that User's conduct which fall under either of the items listed in the paragraph 1 above, or information provided by User is related to any of the conduct which falls under either of the items in the said paragraph, HDE shall be entitled to suspend the Service, whole or a part, or delete any information which is affected by such conduct; provided however that HDE shall have no obligation to monitor User's conduct or the information (including but not limited to data and contents) which is provided or transmitted by User (which may be deemed as use by Customer).

Article 26 (Resale)

Customer may be able to utilize the Service for the sole purpose of its own use and may not utilize the Service without prior consent from HDE to incorporate as a part of Customer's service to be provided to a third party or as another service provided by Customer or as an ancillary service to such services provided by Customer, whether such service is charged or free-of-charge. 

Article 27 (Amendment of the Agreement)

  1. HDE may amend the Agreement at its discretion at any time. In the event of any amendment, the utilization of the Service thereafter shall be governed by the newly amended Agreement.
  2. In the event that HDE amends the Agreement, HDE shall provide Customer at least one month prior notice on its web support site.

Article 28 (Notice)

  1. Any notice from HDE to Customer shall be sent by email or be announced on its web support site unless otherwise specified herein or in the Individual Agreement. 
  2. Based on the preceding paragraph, in the event that HDE provides a notice to Customer by email or announcement on its web support site, such notice shall take effect at the time of sending such email or posting such announcement on its web support site.

Article 29 (Protection of Information)

  1. HDE shall not, in providing the Service, disclose to or provide any third party with any information which is acquired from Customer nor utilize such information beyond the scope which is necessary to provide the Service.
  2. Notwithstanding the foregoing, HDE may disclose Customer's personal information to a third party in case of either of the following;
    (1) Customer's prior consent is obtained;
    (2) HDE is obligated based on applicable laws and regulations or by a court order;
    (3) In the event that HDE is required to cooperate with governmental institutions or local governments, or any party which is entrusted thereby to fulfill their work based on the applicable laws and regulations and obtaining Customer's consent will be likely to cause an adverse effect on such fulfillment of work.
  3. In the event that Customer is in breach of this Agreement or engages in any conduct to disturb the provision of the Service, HDE may utilize the information related to Customer or provide it to a third party to the extent necessary in order to ensure smooth provision of the Service.

Article 30 (Elimination of Anti-social Forces)

  1. HDE and Customer hereby represent and warrant that the parties themselves, their officers (including their advisors, consultants, executive officers and those who factually participate in the management of the entities regardless of their titles) and their employees do not and will not fall under either of the following ("Anti-social Forces) "as well as they do not and will not have any relationship with Anti-social Forces;
    (1) "Boryokudan" gangsters, members or associated members of Boryokudan gangsters, Boryokudan-affiliated companies, professional troublemakers at stockholders' meetings (Sokaiya), new gangs pretending to be social activists, organized crime-related specialists and alike" listed in the "Measures Against Organized Crimes" published by the National Police Agency of Japan and other similar type of people;
    (2) those who have strong personal, financial, and/or economic relationship with such people as listed above, such as providing funds or benefits to them, or utilizing them in order to gain unfair advantages;
  2. HDE and Customer covenant that they will not engage in or cause any third party to engage in any of the following conducts;
    (1) Conducts resorting to fraudulent method, violence, or menacing speech;
    (2) Illegal conducts or making undue demands;
    (3) interference of others' businesses;
    (4) defamation of others; and/or
    (5) any other similar conduct to those as listed above;
  3. HDE and Customer shall cooperate in the event that the other party requests any necessary measures to counter any of such conduct listed in the preceding paragraph; also, either party shall respond within a reasonable period of time in the event that one party notifies of the possibility of the other party's violation of any paragraph herein.
  4. Either HDE or the Customer may immediately terminate the Agreement without notice in the event that other party is in violation of either of the paragraph herein (including when the response provided based on the preceding paragraph is not reasonable) without incurring any liability to the other party.

Article 31 (Court of Jurisdiction)

Any dispute related to utilization of the Service between Customer and HDE shall be governed by and construed in accordance with the laws of Japan and shall be submitted to the Tokyo District Court as the exclusive jurisdictional court of first instance.

Article 32 (Consultation)

All issues that are not set forth in this Agreement or all disputes, controversies or differences which may arise between the parties, out of or in relation to or in connection with this Agreement shall be resolved by the parties after discussion in good faith. 

Exhibit

These provisions herein apply only in relation to the services for which Customer has submitted an application form to HDE;
1. Service Menu
(1) HDE One Missending/Information Leakage Prevention Service:
Provides SMTP service for transmission relay as well as service to prevent missending of mails which are sent via the SMTP service for transmission relay.
(2) HDE One Archive Service:
Provides SMTP service for transmission and reception as well as archive relay, and a mail storage service up to 4000 mails per day and up to a certain total capacity in a searchable manner for a certain period of time for mails which are sent via the SMTP service for transmission and reception and archive relay, as well as other ancillary services.
(3) HDE One Access Control Service:
Provides access control service to be utilized for single sign-on, restriction of access, and so on.
(4) HDE Secure Browser:
Provides application to securely utilize such devices as PCs, tablets, and smartphones.
(5) HDE One Large File Transferring Service:
Provides service which allows a sender User or a receiver User to download files from the web service which are uploaded by them to the web service within such limitations as up to a certain capacity and the number of downloads.
(6) HDE One Anti-Virus/Spam Service (Incoming Mails) (*Optional)
Provides a virus check and spam check service as well as other ancillary services for SMTP service for reception relay and mails which were received via the SMTP service for reception relay.
(7) HDE One SMTP Relay Service (*Optional)
Provides SMTP service for transmission relay and service to send mails via the SMTP service for transmission relay up to a certain flow rate and other ancillary services.
(8) HDE One Mail Distribution Service (*Optional)
Provides batch distribution service of mails to destination addresses which are stored in the database up to a certain number of mails and a certain number of destination addresses.
(9) HDE Device Certificate (*Optional)
Provides access control service by using Cybertrust Device ID, install HDE Device Certificate in a device and specify available HDE Device Certificate.
※Cybertrust and Cybertrust Device ID are trademarks or registered trademarks of US Cybertrust Inc or Cybertrust Co.,Ltd..

2.Terms of Provision
Supported Mail Services:
As listed below; provided however separate terms may apply depending on the service.
①Transmission as well as mail transmission service to the SMTP service for archive relay
:Office 365, Exchange Online、Google Apps™ for work, Gmail™ for Business Web Mail Service
② Service for destinations of mails transmitted by the SMTP service for reception relay
:Office 365, Exchange Online 、Google Apps™ for work Gmail™ for Business Web Mail Service
*Office 365, Exchange Online is a trademark or a registered trademark of US Microsoft Corporation in the United States and other countries.
※Google Apps™ and Gmail™ Web Mail Service are trademarks or registered trademarks of US Google Inc. in the United States and other countries.

3.Supported Browser on the Operational Screen
Either of the following browsers;
① The latest versions of Chrome, Safari, Firefox and Internet Explorer as well as major releases thereof right before the latest versions (upon release of the latest versions, support for the latest versions will commence and support for the versions which are two or more generations older than the latest versions will terminate at the same time).
*Internet Explorer is a trademark or a registered trademark of US Microsoft Corporation, in the United States and other countries.
*Firefox is a trademark or a registered trademark of US Mozilla Foundation in the United States and other countries.
② Supported Browsers for Google Apps for Work
Equivalent to (http://www.google.com/support/a/bin/answer.py?hl=ja&answer=33864 ).
③ Supported Browsers for Office 365
Equivalent to (https://products.office.com/ja-JP/office-system-requirements/) .
*Microsoft Edge is not supported.

Support Menu and Conditions of Support
Items Content Notes
Support Time Japan Domestic 10:00〜18:00 HDE business days (excluding Saturdays, Sundays, national holidays and other HDE holidays) in principle.
*Same day response is not guaranteed.
24 hours (For emergencies) 24 hours support in case of emergencies, such as major technical problems and recovering the service shall be the highest priority. During outside of service hours, however, update is provided on the status dashboard.
Overseas 24 hours 24 hours support. Cases which are not classified as "High" in terms of priority, however, will be supported during Japanese business hours.
*Same day response is not guaranteed.
Accepting Support Request Japan and Overseas Telephone During outside of service hours, requests only for cases which are classified as "High" in terms of priority as described in the following Paragraph 4 herein by both parties shall be accepted.
Among requests and inquiries which are made outside of service hours, cases which are classified as "Medium" and "Low" shall be only accepted on the same day and their support shall commence from the next business day or later.
*The contact phone number shall be notified upon commencement of the service.
Emails Accepted 24 hours. However please note that responses are made during Japanese business hours.
*Contact us by telephone in case of emergencies.
*The contact mailing address shall be notified upon commencement of the service.
Coverage All functionalities of the Service and all technical problems of the Service Regular Support:
Only for such problems which cannot be resolved by Customers' referring to the operational manual and the web support site.
Emergency Support:
Only for cases which are agreed as "High" in terms of priority as described in the next page by both parties shall be accepted.
Number of Customer's Support Liaison No more than 1 Customer's liaison interfacing with HDE for support issues shall be no more than one person.
*Support outside the scope of Regular Support may be provided as a separate Premium Support. Please ask your HDE Sales contact for details.

4.Case Management and Initial Response Time
(1) Case Management and Definitions of Priorities
HDE shall manage the support cases based on the relative priorities and deal with them accordingly.

Priorities are determined based on the following criteria;
High✓ Problems which affect the continuity of Customer's business by interruption of the service functionality;
✓ Problems which may cause loss of data or security issues;
✓ Other problems which are agreed as high priority between Customer and HDE;
Medium✓ Requests for setting change
✓ Problems with workaround solutions;
✓ Problems which manifest under certain conditions;
Low✓ Inquiries on general operational procedures, settings, and functionalities;
✓ Inquiries, requests and other matters which are not urgent;
✓ Inquiries regarding support knowledge;
*Priorities may be adjusted after investigation by the support engineers.
e.g., Revising the priority from "High" to "Medium" after workaround is found and provided.
*Regardless of the criteria, resolution may take several days due to necessary investigations and analysis.

(2) Target Initial Response Time by Priority
HDE sets the Target Initial Response Time by priority. In order for our initial response to be precise and relevant, it is mostly appreciated that Customer provides as much information as possible with respect to the problem, such as its impact and scope, whether it can be reproduced or not, what steps to take to reproduce, and so on.
HighTargeted to provide within 2 business hours of initial response and HDE's biggest focus is to recover the service.
MediumTargeted to provide within 6 business hours of initial response.
LowTargeted to provide within 8 business hours of initial response.
*Inquiries and requests arrived after 17:00 Japan time shall be dealt from the next business day or later in principle except for "High" priority cases.

5.Guarantee of Service Availability
(1) Guarantee of Availability
HDE guarantees 99.99% of service operation rate.
*Except for as set forth in the Article 13 and 14 of the Agreement in which case the Service is not available.

(2) Covered Services
Services which are covered by the guarantee of availability shall be as follows in terms of each service menu.
Service MenuService which are covered
HDE Missending/Information Leakage Prevention Service SMTP mail reception service of the SMTP service for transmission relay; SMTP mail transmission service of the SMTP service for transmission relay
HDE Archive ServiceSMTP mail reception service of the SMTP service for transmission and reception as well as archive relay; SMTP mail transmission service of the SMTP service for transmission and reception as well as archive relay
HDE Access Control ServiceSingle sign-on service via HTTP
HDE Large File Transferring ServiceFile upload service via HTTP
File download service via HTTP
HDE SMTP Relay ServiceSMTP mail reception service of the SMTP service for transmission relay

(3) Definition of Operation Rate
・Operation rate shall mean the rate where the total operational minutes of each month less the total downtime minutes of each downtime period of the month divided by the total operational minutes of the month.
・Downtime period shall mean the timeframe when the downtime which lasts for more than 10 minutes which is detected by the HDE monitoring system. Downtime which is less than 10 minutes will not be counted as the downtime period.
・Downtime shall mean the total of time when the covered service is completely stopped due to any failure or problem. When the service continuity is not affected even with partial technical failure or a problem, such period shall not be considered as the downtime, while HDE shall work hard to resolve such failure or problems.
・In the event that the downtime takes place due to following factors or in relation with following causes, it shall not be counted as the downtime;
・Article 13 and 14 of the HDE One Service Agreement;
・Unavailability or delay of SMTP due to third party's flow limitation;
・Infinite loupe of mails due to Customer's designated or authorized transfer settings and alike by Customer or any third party;
・Inaccessibility due to Customer's environment, such as Customer's internet network and firewall;
・Failure of the Internet which hinders access to Customer's account;
・DNS-related problems which are beyond HDE or telecommunication service provider's control;
・Inaccessibility to the administrator console;
・Customer's acts or omissions(or of any third party designated or authorized by Customer)
・In spite of actual availability, access is seemingly unavailable due to DNS cache issues and alike.

(4) If the event that monthly operational rate becomes less than 99.9%, HDE shall reduce its yearly Service Fee of the Individual Agreement as follows;
Monthly Operational RateReduction of Fees for the Next Contractual Term
99.0% or more but less than 99.9%5% of the monthly charge calculated based on the yearly contractual amount
97.0% or more but less than 99.0%10% of the monthly charge calculated based on the yearly contractual amount
95.0% or more but less than 97.0%25% of the monthly charge calculated based on the yearly contractual amount
90.0% or more but less than 95.0%50% of the monthly charge calculated based on the yearly contractual amount
Less than 90.0%100% of the monthly charge calculated based on the yearly contractual amount
*Microsoft and Office 365 is a trademark or a registered trademark of US Microsoft Corporation in the United States and other countries.
*Google Apps™ and Gmail™ web mail service are trademarks or registered trademarks of US Google Inc.in the United States and other countries.

HDE One Service Agreement

HDE, Inc. ("HDE") and Customer have entered into this HDE One Service Agreement ("Agreement") with respect to the HDE One Service ("Service") provided by HDE. This Agreement shall be deemed as executed and taken effect as of the date HDE sends Customer the Account Notice (notification by email) upon HDE's receipt of the designated application form which is submitted by Customer ("Service Commencement Date").

Article 1 (Scope of the Agreement)

  1. This Agreement shall be applied to all Customers who utilize the Service.
  2. In the event of any conflict between the Agreement and any separate user agreement ("Individual Agreement"), the Individual Agreement shall prevail.

Article 2 (Establishment of Individual Agreement)

  1. Individual Agreement shall be deemed as established when Customer issues the designated order form and HDE declares its intention to accept the order.
  2. If HDE fails to respond within five (5) business days from the date of receipt of the order form, the order is deemed as accepted by HDE upon expiration of such five-day period.

Article 3 (Service Content)

  1. Details of the Service provided by HDE shall be as set forth in the exhibit attached hereto.
  2. HDE shall provide Customer with such support service as set forth in the said exhibit as an ancillary service to the Service.
  3. As the Service is being provided, any matters related to the Google Apps for Work which is provided by Google Inc. shall be governed by the relevant Google terms and conditions (http://www.google.com/apps/intl/ja/terms/reseller_premier_terms.html); provided however that any matters which are not set forth in the said Google terms and conditions, this Agreement shall apply.
  4. As the Service is being provided, any matters related to the Microsoft Office 365 which is provided by Microsoft Corporation shall be governed by the relevant terms and conditions which govern the use of the Microsoft Office 365; provided however that any matters which are not set forth in the said terms and conditions, this Agreement shall apply.
  5. As the Service is being provided, any matters related to the Cybertrust Device ID which is provided by Cybertrust Japan Co.,Ltd. shall be governed by the relevant terms and conditions (https://www.cybertrust.ne.jp/deviceid/CybertrustDeviceiD_Terms_v1.1.pdf); provided however that any matters which are not set forth in the said Cybertrust Device ID terms and conditions, this Agreement shall apply.
  6. As the Service is being provided, in the event that Customer utilizes any other service provider's platform than previously mentioned, any matters related to such platform shall be governed by the relevant terms and conditions of use of such platform; provided however that any matters which are not set forth in such terms and conditions of use, this Agreement shall apply.

Article 4 (Notice of Change)

In the event of any change in information which was set out in the application form and submitted to HDE, Customer shall promptly update such change by utilizing the HDE's designated change form whenever such change takes place. 

Article 5 (Minimum Use Term)

  1. Minimum use term of the Service shall be one (1) year commencing from the commencement date of the Agreement.
  2. In the event that Customer wishes to terminate the Individual Agreement prior to expiration of the minimum use term as stated in the preceding paragraph, unless otherwise provided in the Agreement, Customer shall pay HDE the penalty whose amount is equal to the service fee for the remaining period of the minimum use term. 

Article 6 (Renewal)

Upon expiration of the minimum use term of the Service as set forth in the preceding article, the use based on the Individual Agreement shall be terminated or shall be otherwise automatically renewed for a period of additional one (1) year unless either HDE or Customer terminates pursuant to the provisions of the Individual Agreement. 

Article 7 (Service Fee)

  1. Fee to utilize the Service ("Service Fee") shall be as follows;
    (1)Subscription Fee - Expenses and processing charge for initial configuration of the Service.
    (2)Annual Fee - Fee to utilize the Service.
  2. Payment terms for the Subscription Fee and the Annual Fee shall be separately determined and agreed upon between the parties.
  3. Service Fee which is paid by Customer to HDE shall not be refundable for any reason unless otherwise set forth in the Agreement.
  4. Customer shall pay the Service Fee as well as any consumption tax and other taxes assessed thereon for the full subscribed term even during the period of time when the Service may not be available to Customer in accordance with the provisions of the Article 13 and 14 herein; provided however in the event that the time period when the Service is totally unavailable to Customer ("Inability to Use") continues for more than five (5) business days, Service Fee for such number of days as well as any consumption tax and other taxes assessed thereon shall be waived (any fraction less than one (1) day of Inability to Use shall be rounded up). 

Article 8 (Configuration and Maintenance of Facilities to Utilize Service)

  1. Customer shall, at its own cost and responsibility, set up and manage Customer's facilities in such a manner that they are compliant to conditions designated by HDE and shall maintain such environment to utilize the Service.
  2. Customer shall, at its own cost and responsibility, connect its facilities to the internet utilizing the telecommunication service provided by any telecommunications carrier in order to utilize the Service.
  3. In the event of any problem with Customer's facility, internet connectivity or with any environment which are set forth in the preceding paragraph to utilize the Service, HDE shall have no obligation to provide the Service to Customer.
  4. HDE may be able to take any necessary actions, such as to monitor, analyze, and examine the data which is provided or transmitted through the Service by Customer, Customer's officers and employees, and/or any other parties who are authorized to utilize the Service by Customer hereunder ("Users") in the event that HDE determines as necessary from maintenance, operation, or technical point of view of the Service.

Article 9 (Utilization by Users)

  1. Utilization of the Service shall be limited to a legal entity, group, or an organization which Customer belongs to.
  2. As Customer makes the Service available to Users, Customer shall, under its own responsibility, explain to Users the conditions of the Service to be provided hereunder, obtain their consent, and shall be liable for such Users' compliance with their obligations.
  3. Customer shall consent that Users' utilization of the Service shall be deemed as the Customer's own utilization of the same and shall be liable for all the events which take place on such Users' end. In the event that Users breaches any of the items listed in the Paragraph 1, Article 25 herein, which set forth the prohibited matters, Customer shall immediately cure such breach.

Article 10 (User ID and Password)

  1. Customer may not lend or share its user ID and password with any third party except that Customer discloses such information to Users and shall strictly manage the user ID and password to prevent leakage to any third party. HDE shall not be liable for any damage incurred by Customer or by any other party due to mismanagement, misuse or overuse, or use by a third party of the user ID and password.
  2. In the event that any third party utilizes the Service under Customer's user ID and password, HDE will deem such use as Customer's own use and Customer shall be liable for any and all financial consequence incurred by such use. Also, in the event that HDE incurs any damage due to such use, Customer shall compensate the damage unless such third party's use of user ID and password is due to HDE's willful conduct or negligence.

Article 11 (Backup)

Customer shall, under its own responsibility, save and back up the data which is provided and/or transmitted through the Service by Users. Except as set forth in the exhibit hereto, HDE shall not be liable for any storage, saving, or backing up of such data. 

Article 12 (Specification Change or Service Content Change)

  1. HDE shall be entitled to change, update, or upgrade the Service to improve the functionalities or add or modify the features without Customer's consent and at HDE's sole discretion.
  2. HDE shall be entitled to change the Service to perform its obligations to provide the Service or due to any other reason.
  3. HDE shall provide a prior notice to Customer in the event of change, update or upgrade of the Service or change of utilization method of the Service, or other changes which are sure to affect Customer; provided however in the event of emergency or due to inevitable reasons, such prior notice may not be available.
  4. Customer shall, at its own responsibility and cost, make any necessary change or adjustment of Customer's environment such as the configurations of Customer's appliances and alike which may become necessary for Customer to continue to utilize the Service as a result of the changes of the Service.

Article 13 (Suspension of Service)

  1. In the event of either of the following cases, HDE is entitled to suspend the Service;
    (1) Maintenance, inspections, construction work of the facility which is utilized to provide the Service ("Service Facility") by the telecommunications carrier, or due to other inevitable reasons such as failure of the Service Facility;
    (2) Due to inevitable reasons such as power outage at the sites of HDE or the telecommunications carrier;
    (3) Due to circumstances where HDE or the telecommunications carrier may not be able to appropriately manage, such as the government authorities' decisions, war, subversive activities, armed conflicts, embargo, fire, flood, or other serious disasters, pandemic, strikes or other labor dispute, stoppage or delay of transportation, failure, stoppage, or delay of any third party's service or communication methods which are not attributable to the supplier of the infrastructure, attacks by unknown viruses and alike, denial-of-service attacks, mass transmission of spam mails, failure of any third party software, unavailability of raw materials, supplies, power supply, or appliances which are necessary to provide the Service, and any other reasons when the Service needs to be suspended due to reasons which are not attributable to HDE; and
    (4) Due to any other reason which HDE determines as temporary suspension of the Service is necessary.
  2. In the event that the Service needs to be temporary suspended in accordance with the preceding paragraph, HDE shall provide Customer a prior notice; provided however in the event that such prior notice is not available due to emergency or other reasons, HDE shall provide a notice as soon as practicable.
  3. In the event that HDE becomes aware of any failure with the Service Facility, HDE shall immediately notify Customer and repair or recover the facility without delay to provide the Service.
  4. When HDE becomes aware of any failure with the telecommunication line which is leased to HDE in order to connect to the Service Facility, HDE shall instruct the telecommunications carrier which provides the telecommunication line to repair or recover it.
  5. In the event of any other problem with the Service as stated above, Customer and HDE shall notify each other without delay and take necessary measures which are to be taken by each party upon consultation by both parties to determine such measures.
  6. HDE shall not be liable for any damage incurred by Customer due to suspension of the Service which is set forth in the Paragraph 1.

Article 14 (Restriction of Use of Service)

In the event of any emergency situations including but not limited to natural disasters or any possibility thereof, HDE may, based on the Article 8 of the Telecommunications Business Act of Japan, temporary restrict or suspend the utilization of the Service in order to prevent disasters or to facilitate rescues, transportation, communications, or to secure power supply or to give priorities to emergency communications which are necessary to maintain the order of the society or for public interests. 

Article 15 (Guarantee of Service Availability)

  1. Among any of the service which consists the Service, in the event that the functionalities of the services which are covered by the service level guarantee ("Guaranteed Services") stop and the monthly operation rate falls lower than a certain level, HDE shall, with its commercially reasonable efforts, partially reduce the amount which will be charged to Customer for the renewal term of the Individual Agreement if such renewal is made, based on Customer's reduction request and after the date of such reduction request.
  2. The details of the Guaranteed Services as well as reduced amount shall be set forth in the exhibit hereto. 

Article 16 (Discontinuation of Service)

  1. HDE may discontinue the Service, whole or a part, at its discretion at any time.
  2. In the event of any discontinuation of the Service, whole or a part in accordance with the preceding paragraph, HDE shall provide Customer with at least six (6) months' prior notice.
  3. Notwithstanding the provisions of the Article 5 and the Article 7, Paragraph 3 herein, in the event that the Service is discontinued, whole or a part, HDE shall, after such discontinuation date, refund Customer the amount which is equal to the Service Fee and consumption tax thereon calculated for the number of days of Customer's Inability to Use of the Service due to such discontinuation (any fraction less than one (1) day shall be rounded up) from the Service Fee which was already paid by Customer. 

Article 17 (Termination of Individual Agreement by Customer)

  1. Customer may terminate the Individual Agreement by sending HDE at least one month prior notice from the date of its desired termination in a designated manner.
  2. In the event that Customer fails to provide any notice in a designated manner until one month prior to the expiration date of the Individual Agreement, such failure shall be deemed as Customer's intention to renew the Agreement and regardless of actual use of the Service or not, Customer shall pay HDE the Service Fee for such renewal.
  3. Customer shall, upon arrival of notice set forth in the preceding paragraph at HDE, immediately pay any unpaid Service Fee and/or late payment penalties, if any.
  4. In the event of cancellation during the effective term of the Individual Agreement, unless otherwise specified herein, Customer shall pay HDE a penalty whose amount is equal to the Service Fee for the remaining period of the effective term.

Article 18 (Process upon Termination)

  1. Upon termination of the Agreement, Customer shall immediately delete the software which was provided by HDE in order to utilize the Service as well as any related data (including but not limited thereto and any materials and copies thereof, whole or a part, which may be stored in the facilities which was set up by Customer in order to utilize the Service; same applies hereafter) under Customer's responsibility.
  2. Upon termination of the Individual Agreement based on this Agreement, HDE shall delete the data which was provided by Customer in order to utilize the Service (including any materials and copies thereof, whole or a part, which may be stored in the Service Facility; same applies hereafter) under HDE's own responsibility.
  3. HDE shall not be liable for any damage incurred by Customer or any third party in relation to the data after termination of the Agreement.

Article 19 (Suspension of Service and Termination)

  1. In the event that any of the following takes place to the Customer, HDE may suspend provision of the Service or terminate any Individual Agreement based on this Agreement without notice;
    (1) If Customer ceases payment or if any note or check issued or underwritten by Customer is dishonored;
    (2) If a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed;
    (3) If a petition for provisional seizure, seizure, provisional disposition or auction is filed;
    (4) If merger, dissolution, whole or a substantial part of business transfer, or discontinuation of its business is resolved;
    (5) If Customer interferes with the operation of the Service or defames HDE;
    (6) If Customer engages in an act to interfere with any third party's utilization of the Service or there is a possibility that Customer engages in such act;
    (7) If any false statement by Customer is discovered in the Service application form; or
    (8) If Customer is in breach of this Agreement.
  2. Service Fee during such period when the Service is suspended in accordance with the preceding paragraph shall remain payable by Customer.
  3. In the event that any Individual Agreement based on this Agreement is terminated in accordance with the Paragraph 1 herein, Customer shall lose the benefit of time in relation to any debt Customer owes to HDE and such debt shall become immediately due and payable by Customer to HDE.
    (1) If HDE ceases payment or if any note or check issued or underwritten by the Customer is dishonored;
    (2) If a petition for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed;
    (3) If a petition for provisional seizure, seizure, provisional disposition or auction is filed;
    (4) If merger, dissolution, whole or a substantial part of business transfer, or discontinuation of its business is resolved by HDE;
    (5) If HDE defames Customer; or
    (6) If HDE is in breach of this Agreement;
  4. In the event that any Individual Agreement based on this Agreement is terminated in accordance with the preceding paragraph, HDE shall refund the amount which is equal to the Service Fee and consumption tax thereof calculated for the remaining number of days of the Individual Agreement even if such termination takes place in the minimum use period which is set forth in the Article (any fraction less than one (1) day shall be rounded up)

Article 20 (Subcontract)

HDE may subcontract to any third party, its necessary work to provide Customer with the Service, whole or a part, at HDE's sole discretion. In such case, HDE shall ensure that its subcontractor shall bear the same obligations as HDE and HDE shall be responsible to supervise its subcontractor. 

Article 21 (Intellectual Property Rights)

All the intellectual property rights including but not limited to copyrights, patents, trademarks in relation to the Service, any other service which is necessary to provide the Service, as well as any copyrighted material shall remain the properties of HDE and their original right holders.

Article 22 (Assignment of Rights and Obligations)

Customer may not license, assign or transfer or any of its rights nor obligations in relation to utilization of the Service nor offer them as security to any third party nor cause any third party to succeed them without prior written consent by HDE.

Article 23 (Damage Compensation)

In any event HDE's entire liability to any damage incurred by Customer due to reasons attributable to HDE shall not exceed the total amount of Service Fee which was actually paid to HDE by Customer during the twelve months period retroactively calculated from the date when the relevant damage occurred.

Article 24 (Disclaimers)

  1. Except as otherwise specified herein, all the information, contents, and services available to Customer through HDE shall be provided on "as is" basis and HDE shall make no warranties whatsoever, express or implied. Customer is deemed to have expressly agreed and accepted to utilize the Service under its own responsibility.
  2. HDE's liability in relation to or arising out of the Service or the Agreement shall be limited to the scope specified by the preceding article regardless of their reasons and in no event whether in default, tort, nor regardless of the cause of action, shall HDE be liable for any damage incurred by Users due to following reasons;
    (1) Force majeure such as natural disasters, riots, and public disturbance;
    (2) Problems in Customer's network environment such as problems of Customer's facility or internet connection service failure to the Service Facility;
    (3) Damage due to performance values of the internet connection service, such as response time from the Service Facility;
    (4) Damage due to Customer's non-compliance of HDE's designated procedures and/or security measures;
    (5) Damage due to services provided by any other third party than HDE;
    (6) Compulsory dispositions based on the provisions of Criminal Procedure Code or laws related to communication interception for criminal investigations, court orders or based on applicable laws and regulations; or
    (7) Any other reason which are not attributable to HDE.
  3. HDE shall not be liable for any dispute between Customer and any third party which was caused due to Users' utilization of the Service.

Article 25(Prohibited Matters)

  1. Customer shall be prohibited from the following conducts in relation to utilizing the Service;
    (1) Infringe HDE or any third party's intellectual property rights such as copyright, trademark, or any other rights, or such conduct which is likely to cause infringement of such rights;
    (2) Alter or delete the content of the Service or any information which may be made available by the Service;
    (3) Make the Service available to any third party in breach of this Agreement;
    (4) Share one user ID among multiple people; provided however it shall not apply in the event that the number of user IDs which are applied by Customer is larger than total number of actual Users;
    (5) Act in violation of laws and regulations or public order and morality or to cause harm to HDE or any third party;
    (6) Discriminate, dishonor, or defame others;
    (7) Act which is or may be linked to a crime, such as a fraud;
    (8) Transmit or upload obscene, child-pornographic, or child-abusive images and/or materials;
    (9) Open chain mail accounts or solicite thereof;
    (10) Utilize the Service pretending to be somebody else (spoofing);
    (11) Transmit or upload malicious computer programs, such as computer viruses, warms, or Trojan Horses;
    (12) Send unsolicited advertising or promotional emails or send spam emails and other emails which are or which may be annoying to a third party;
    (13) Act which may cause problems to utilization or operation of a third party facility or the Service Facility or act which is likely to cause such problems;
    (14) Unauthorized access to the HDE website, services, and other related network; or
    (15) Provide links in such a manner or a purpose to encourage any act knowingly that such act falls under either of those listed above,;
  2. When either of such conduct as listed above come to Customer's knowledge or such conduct may be anticipated by Customer, Customer shall immediately notify HDE.
  3. In the event that HDE comes to know that User's conduct which fall under either of the items listed in the paragraph 1 above, or information provided by User is related to any of the conduct which falls under either of the items in the said paragraph, HDE shall be entitled to suspend the Service, whole or a part, or delete any information which is affected by such conduct; provided however that HDE shall have no obligation to monitor User's conduct or the information (including but not limited to data and contents) which is provided or transmitted by User (which may be deemed as use by Customer).

Article 26 (Resale)

Customer may be able to utilize the Service for the sole purpose of its own use and may not utilize the Service without prior consent from HDE to incorporate as a part of Customer's service to be provided to a third party or as another service provided by Customer or as an ancillary service to such services provided by Customer, whether such service is charged or free-of-charge. 

Article 27 (Amendment of the Agreement)

  1. HDE may amend the Agreement at its discretion at any time. In the event of any amendment, the utilization of the Service thereafter shall be governed by the newly amended Agreement.
  2. In the event that HDE amends the Agreement, HDE shall provide Customer at least one month prior notice on its web support site.

Article 28 (Notice)

  1. Any notice from HDE to Customer shall be sent by email or be announced on its web support site unless otherwise specified herein or in the Individual Agreement. 
  2. Based on the preceding paragraph, in the event that HDE provides a notice to Customer by email or announcement on its web support site, such notice shall take effect at the time of sending such email or posting such announcement on its web support site.

Article 29 (Protection of Information)

  1. HDE shall not, in providing the Service, disclose to or provide any third party with any information which is acquired from Customer nor utilize such information beyond the scope which is necessary to provide the Service.
  2. Notwithstanding the foregoing, HDE may disclose Customer's personal information to a third party in case of either of the following;
    (1) Customer's prior consent is obtained;
    (2) HDE is obligated based on applicable laws and regulations or by a court order;
    (3) In the event that HDE is required to cooperate with governmental institutions or local governments, or any party which is entrusted thereby to fulfill their work based on the applicable laws and regulations and obtaining Customer's consent will be likely to cause an adverse effect on such fulfillment of work.
  3. In the event that Customer is in breach of this Agreement or engages in any conduct to disturb the provision of the Service, HDE may utilize the information related to Customer or provide it to a third party to the extent necessary in order to ensure smooth provision of the Service.

Article 30 (Elimination of Anti-social Forces)

  1. HDE and Customer hereby represent and warrant that the parties themselves, their officers (including their advisors, consultants, executive officers and those who factually participate in the management of the entities regardless of their titles) and their employees do not and will not fall under either of the following ("Anti-social Forces) "as well as they do not and will not have any relationship with Anti-social Forces;
    (1) "Boryokudan" gangsters, members or associated members of Boryokudan gangsters, Boryokudan-affiliated companies, professional troublemakers at stockholders' meetings (Sokaiya), new gangs pretending to be social activists, organized crime-related specialists and alike" listed in the "Measures Against Organized Crimes" published by the National Police Agency of Japan and other similar type of people;
    (2) those who have strong personal, financial, and/or economic relationship with such people as listed above, such as providing funds or benefits to them, or utilizing them in order to gain unfair advantages;
  2. HDE and Customer covenant that they will not engage in or cause any third party to engage in any of the following conducts;
    (1) Conducts resorting to fraudulent method, violence, or menacing speech;
    (2) Illegal conducts or making undue demands;
    (3) interference of others' businesses;
    (4) defamation of others; and/or
    (5) any other similar conduct to those as listed above;
  3. HDE and Customer shall cooperate in the event that the other party requests any necessary measures to counter any of such conduct listed in the preceding paragraph; also, either party shall respond within a reasonable period of time in the event that one party notifies of the possibility of the other party's violation of any paragraph herein.
  4. Either HDE or the Customer may immediately terminate the Agreement without notice in the event that other party is in violation of either of the paragraph herein (including when the response provided based on the preceding paragraph is not reasonable) without incurring any liability to the other party.

Article 31 (Court of Jurisdiction)

Any dispute related to utilization of the Service between Customer and HDE shall be governed by and construed in accordance with the laws of Japan and shall be submitted to the Tokyo District Court as the exclusive jurisdictional court of first instance.

Article 32 (Consultation)

All issues that are not set forth in this Agreement or all disputes, controversies or differences which may arise between the parties, out of or in relation to or in connection with this Agreement shall be resolved by the parties after discussion in good faith. 

Exhibit

These provisions herein apply only in relation to the services for which Customer has submitted an application form to HDE;
1. Service Menu
(1) HDE One Missending/Information Leakage Prevention Service:
Provides SMTP service for transmission relay as well as service to prevent missending of mails which are sent via the SMTP service for transmission relay.
(2) HDE One Archive Service:
Provides SMTP service for transmission and reception as well as archive relay, and a mail storage service up to 4000 mails per day and up to a certain total capacity in a searchable manner for a certain period of time for mails which are sent via the SMTP service for transmission and reception and archive relay, as well as other ancillary services.
(3) HDE One Access Control Service:
Provides access control service to be utilized for single sign-on, restriction of access, and so on.
(4) HDE Secure Browser:
Provides application to securely utilize such devices as PCs, tablets, and smartphones.
(5) HDE One Large File Transferring Service:
Provides service which allows a sender User or a receiver User to download files from the web service which are uploaded by them to the web service within such limitations as up to a certain capacity and the number of downloads.
(6) HDE One Anti-Virus/Spam Service (Incoming Mails) (*Optional)
Provides a virus check and spam check service as well as other ancillary services for SMTP service for reception relay and mails which were received via the SMTP service for reception relay.
(7) HDE One SMTP Relay Service (*Optional)
Provides SMTP service for transmission relay and service to send mails via the SMTP service for transmission relay up to a certain flow rate and other ancillary services.
(8) HDE One Mail Distribution Service (*Optional)
Provides batch distribution service of mails to destination addresses which are stored in the database up to a certain number of mails and a certain number of destination addresses.
(9) HDE Device Certificate (*Optional)
Provides access control service by using Cybertrust Device ID, install HDE Device Certificate in a device and specify available HDE Device Certificate.
※Cybertrust and Cybertrust Device ID are trademarks or registered trademarks of US Cybertrust Inc or Cybertrust Co.,Ltd..

2.Terms of Provision
Supported Mail Services:
As listed below; provided however separate terms may apply depending on the service.
①Transmission as well as mail transmission service to the SMTP service for archive relay
:Office 365, Exchange Online、Google Apps™ for work, Gmail™ for Business Web Mail Service
② Service for destinations of mails transmitted by the SMTP service for reception relay
:Office 365, Exchange Online 、Google Apps™ for work Gmail™ for Business Web Mail Service
*Office 365, Exchange Online is a trademark or a registered trademark of US Microsoft Corporation in the United States and other countries.
※Google Apps™ and Gmail™ Web Mail Service are trademarks or registered trademarks of US Google Inc. in the United States and other countries.

3.Supported Browser on the Operational Screen
Either of the following browsers;
① The latest versions of Chrome, Safari, Firefox and Internet Explorer as well as major releases thereof right before the latest versions (upon release of the latest versions, support for the latest versions will commence and support for the versions which are two or more generations older than the latest versions will terminate at the same time).
*Internet Explorer is a trademark or a registered trademark of US Microsoft Corporation, in the United States and other countries.
*Firefox is a trademark or a registered trademark of US Mozilla Foundation in the United States and other countries.
② Supported Browsers for Google Apps for Work
Equivalent to (http://www.google.com/support/a/bin/answer.py?hl=ja&answer=33864 ).
③ Supported Browsers for Office 365
Equivalent to (https://products.office.com/ja-JP/office-system-requirements/) .
*Microsoft Edge is not supported.

Support Menu and Conditions of Support
Items Content Notes
Support Time Japan Domestic 10:00〜18:00 HDE business days (excluding Saturdays, Sundays, national holidays and other HDE holidays) in principle.
*Same day response is not guaranteed.
24 hours (For emergencies) 24 hours support in case of emergencies, such as major technical problems and recovering the service shall be the highest priority. During outside of service hours, however, update is provided on the status dashboard.
Overseas 24 hours 24 hours support. Cases which are not classified as "High" in terms of priority, however, will be supported during Japanese business hours.
*Same day response is not guaranteed.
Accepting Support Request Japan and Overseas Telephone During outside of service hours, requests only for cases which are classified as "High" in terms of priority as described in the following Paragraph 4 herein by both parties shall be accepted.
Among requests and inquiries which are made outside of service hours, cases which are classified as "Medium" and "Low" shall be only accepted on the same day and their support shall commence from the next business day or later.
*The contact phone number shall be notified upon commencement of the service.
Emails Accepted 24 hours. However please note that responses are made during Japanese business hours.
*Contact us by telephone in case of emergencies.
*The contact mailing address shall be notified upon commencement of the service.
Coverage All functionalities of the Service and all technical problems of the Service Regular Support:
Only for such problems which cannot be resolved by Customers' referring to the operational manual and the web support site.
Emergency Support:
Only for cases which are agreed as "High" in terms of priority as described in the next page by both parties shall be accepted.
Number of Customer's Support Liaison No more than 1 Customer's liaison interfacing with HDE for support issues shall be no more than one person.
*Support outside the scope of Regular Support may be provided as a separate Premium Support. Please ask your HDE Sales contact for details.

4.Case Management and Initial Response Time
(1) Case Management and Definitions of Priorities
HDE shall manage the support cases based on the relative priorities and deal with them accordingly.

Priorities are determined based on the following criteria;
High✓ Problems which affect the continuity of Customer's business by interruption of the service functionality;
✓ Problems which may cause loss of data or security issues;
✓ Other problems which are agreed as high priority between Customer and HDE;
Medium✓ Requests for setting change
✓ Problems with workaround solutions;
✓ Problems which manifest under certain conditions;
Low✓ Inquiries on general operational procedures, settings, and functionalities;
✓ Inquiries, requests and other matters which are not urgent;
✓ Inquiries regarding support knowledge;
*Priorities may be adjusted after investigation by the support engineers.
e.g., Revising the priority from "High" to "Medium" after workaround is found and provided.
*Regardless of the criteria, resolution may take several days due to necessary investigations and analysis.

(2) Target Initial Response Time by Priority
HDE sets the Target Initial Response Time by priority. In order for our initial response to be precise and relevant, it is mostly appreciated that Customer provides as much information as possible with respect to the problem, such as its impact and scope, whether it can be reproduced or not, what steps to take to reproduce, and so on.
HighTargeted to provide within 2 business hours of initial response and HDE's biggest focus is to recover the service.
MediumTargeted to provide within 6 business hours of initial response.
LowTargeted to provide within 8 business hours of initial response.
*Inquiries and requests arrived after 17:00 Japan time shall be dealt from the next business day or later in principle except for "High" priority cases.

5.Guarantee of Service Availability
(1) Guarantee of Availability
HDE guarantees 99.99% of service operation rate.
*Except for as set forth in the Article 13 and 14 of the Agreement in which case the Service is not available.

(2) Covered Services
Services which are covered by the guarantee of availability shall be as follows in terms of each service menu.
Service MenuService which are covered
HDE Missending/Information Leakage Prevention Service SMTP mail reception service of the SMTP service for transmission relay; SMTP mail transmission service of the SMTP service for transmission relay
HDE Archive ServiceSMTP mail reception service of the SMTP service for transmission and reception as well as archive relay; SMTP mail transmission service of the SMTP service for transmission and reception as well as archive relay
HDE Access Control ServiceSingle sign-on service via HTTP
HDE Large File Transferring ServiceFile upload service via HTTP
File download service via HTTP
HDE SMTP Relay ServiceSMTP mail reception service of the SMTP service for transmission relay

(3) Definition of Operation Rate
・Operation rate shall mean the rate where the total operational minutes of each month less the total downtime minutes of each downtime period of the month divided by the total operational minutes of the month.
・Downtime period shall mean the timeframe when the downtime which lasts for more than 10 minutes which is detected by the HDE monitoring system. Downtime which is less than 10 minutes will not be counted as the downtime period.
・Downtime shall mean the total of time when the covered service is completely stopped due to any failure or problem. When the service continuity is not affected even with partial technical failure or a problem, such period shall not be considered as the downtime, while HDE shall work hard to resolve such failure or problems.
・In the event that the downtime takes place due to following factors or in relation with following causes, it shall not be counted as the downtime;
・Article 13 and 14 of the HDE One Service Agreement;
・Unavailability or delay of SMTP due to third party's flow limitation;
・Infinite loupe of mails due to Customer's designated or authorized transfer settings and alike by Customer or any third party;
・Inaccessibility due to Customer's environment, such as Customer's internet network and firewall;
・Failure of the Internet which hinders access to Customer's account;
・DNS-related problems which are beyond HDE or telecommunication service provider's control;
・Inaccessibility to the administrator console;
・Customer's acts or omissions(or of any third party designated or authorized by Customer)
・In spite of actual availability, access is seemingly unavailable due to DNS cache issues and alike.

(4) If the event that monthly operational rate becomes less than 99.9%, HDE shall reduce its yearly Service Fee of the Individual Agreement as follows;
Monthly Operational RateReduction of Fees for the Next Contractual Term
99.0% or more but less than 99.9%5% of the monthly charge calculated based on the yearly contractual amount
97.0% or more but less than 99.0%10% of the monthly charge calculated based on the yearly contractual amount
95.0% or more but less than 97.0%25% of the monthly charge calculated based on the yearly contractual amount
90.0% or more but less than 95.0%50% of the monthly charge calculated based on the yearly contractual amount
Less than 90.0%100% of the monthly charge calculated based on the yearly contractual amount
*Microsoft and Office 365 is a trademark or a registered trademark of US Microsoft Corporation in the United States and other countries.
*Google Apps™ and Gmail™ web mail service are trademarks or registered trademarks of US Google Inc.in the United States and other countries.
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