Terms of Use

These terms of use (“Terms”) stipulate the terms by which Tongpoo Shinryo Inc. (“Company”) provides the PAN chat audio conversion service (“Service,” and refers to the service stipulated in Article 3, Item 3). Use of the Service requires consent with these Terms. Furthermore, actual use of the service shall imply consent with these Terms.

Article 1 (Applicability)
1 Users (those persons stipulated in Article 3, Item 1) shall use the Service in compliance with these Terms. Use of the Service without compliance with these Terms is not authorized. Details of documents (“Separate Terms”) distributed or sent by the Company in connection with the Service shall be interpreted to form part of these Terms.
2 Where these Terms and Separate Terms are in conflict, unless stipulated elsewhere, the Separate Terms shall take precedence.

Article 2 Change to or amendment of these Terms
1 The Company reserves the right to change or add to these Terms at any time at its sole discretion. Excluding where stipulated elsewhere by the Company, new terms of use after applicable changes shall go into effect from the time posted on the Company (https://panchat.app (includes the subsequent domain where the web site domain or content changes, the reasons notwithstanding)) or Service.
2 Where a user continues using the Service after changes to these Terms and does not withdraw from the Service, the user shall be deemed to have consented to the new Terms. Users shall be subject to any changes to these Terms effective the time of said change.

Article 3 Terms
Terms used in these Terms of Use are defined as follows:
(1) User
Refers to individuals, corporations, and organizations registering as users of the Service per the following article.
(2) Paid user
Refers to a user paying a fixed monthly fee to the Company for use of the paid version of the Service.
(3) Service
Refers to the PAN service and application (where the name of the application is changed, includes the Service persisting thereafter) provided by the Company.
(4) Paid services
Refers to the tier of service provide solely to users paying for the Service.
(5) Service Agreement
Refers to the service agreement entered into between a user and the Company effective the time the user consents to these Terms per the stipulations herein and completes registration.

Article 4 Registration for the Service
1 Persons seeking to register for the Service (“Service Applicant”) can file for registration as a User (“User Filing”) by downloading the Service, consenting to these Terms, and providing to the Company an e-mail address, credit card information, and other requisite details (“Registration Details”) by a method the Company stipulates.
2 User Filings shall be reviewed by the Company per its review standards, and the Service Applicant notified in the event of approval.
3 The Company may request the provision of documents for the review of the applicant’s information. The Service Applicant shall provide said information without delay. Where a Service Applicant does not provide the requisite documents, the Company reserves the right to refuse filing by the Service Applicant.
4 Where the Company approves a filing by a Service Applicant, the Company shall issue the Service Applicant and ID, password, and account, thereby concluding user registration.
5 Where any of the below apply to a Service Applicant who has made a User Filing per Clause 1 above, the Company may refuse registration by the user.
(1) Where information provided to the Company, whether in whole or in part, was falsified, incorrect, or missing;
(2) Where the Service Applicant lacks the legal right or status to enter into these Terms;
(3) Where the Service Applicant has already been subject to account deletion or service suspension on the Service;
(4) Where the Service Applicant has been previously involved in disputes (including but not limited to lawsuits, complaints, demands, and bills) with other users or third parties in connection with the Service, irrespective of whether willfully or in negligence;
(5) Where the Service Applicant has violated these Terms or is at risk of violating these Terms;
(6) Where the Service Applicant resides in the European Economic Area (EU member country, Iceland, Lichtenstein);
(7) Where the Company deems the user to be an anti-social force (organized crime group or the member thereof, right-wing organization or the member thereof, anti-social or criminal force, or other equivalent parties and applicable mutatis mutandis hereafter), contributing to or collaborating with the maintenance or operation of an anti-social force through contribution of monies or other assets, or otherwise engaging with an anti-social force;
(8) Where authorizing the user’s registration would disturb or inhibit the execution of Company business or the technology therein;
(9) Other causes the Company deems unsuitable for registration.

Article 5 Changes to Registration Details
 1. The Company shall handle Registration Details and other information collected from users in accordance with its privacy policy, defined elsewhere.
2. Where there is an error in or change to a user’s Registration Details, the user shall, at its sole responsibility, immediately notify the Company of the applicable revision or changes, doing so by a method stipulated by the Company. The Company waives all liability for damages to users resulting from misrepresentation, error, or omission of information in the above.

Article 6 ID and password management
1 Users shall store and manage IDs and passwords associated with the Service at their sole discretion and liability and shall not change the name of, sell, loan, or transfer them to third parties, or allow third parties to use them.
2 Where an ID or password is correctly entered by a party other than the user of the information in question, the party shall be deemed to be the actual user of the account, and all actions taken therein deemed the responsibility of the original user owning the account.
3 Where a user’s account is stolen or found to have been stolen or used by a third party, the user shall contact the Company immediately and report said fact, following instructions given therefrom.
4 The Company waives all liability for damages sustained by users due to cases that include but are not limited to improper management of passwords, improper use, or use by third parties.

Article 7 Payment of fees
1 By paying a fixed monthly fee stipulated separately by the Company, a user is entitled to use of the paid Service. Usage fees shall be displayed on a separately-defined Company web site and/or service.
2 Users shall be subject to to a duty to pay the aforementioned usage fees for a one-month period from the date on which a user registers with the Company as a paid user (“Counting Date”) to the day prior to the date one month thereafter (or, for months in which there is no such date, the day immediately prior to the date that would have applied), irrespective of whether the paid services were used or when they were applied for. The same duty of payment for one month of usage fees is incurred each month thereafter for the period from the Counting Date to the date one month thereafter (or, for months in which there is no such date, the day immediately thereafter the date that would have applied).
3 Excluding where stipulated by law or in these Terms, usage fees as stipulated in Clause 1 above shall not be repaid in any event, including cases of Service maintenance or cases where the Service is unusable due to malfunction or other causes.
4 Where a paid user is late on payment of usage fees as stipulated in Clause 1 above, the user shall pay late fees at an annualized rate of 14.6%.

Article 8 Amendment of fees
Where the Company deems necessary, it reserves the right to revise the payment schedule for the paid Service after notifying users in advance. Users of the paid version of the Service subsequent to amendment of the fee schedule by the Company shall be deemed to have consented to the new fee schedule.

Article 9 Points
1 Users can purchase points for use on the Service by paying the Company an amount of compensation it designates. Users can use points on the Service in order to receive services thereon.
2 The amount of points, terms for obtaining and using them, and other details shall comply with terms notified or displayed by the Company.
3 Where any of the below apply to a user, the Company reserves the right to suspend the user’s use of points or invalidate the points.
(1) Where a user obtains points by unauthorized means or uses points known to have been obtained by unauthorized means;
(2) Where points are falsified or altered;
(3) Where the user violates these Terms;
(4) Other cases where the Company deems use of the user’s points is unsuitable.
4 Points shall be valid for a period of six months from the purchase date. Points become invalid after expiry and cannot be used thereafter. The Company waives all liability for lost points.
5 Users shall not transfer or otherwise dispose of, or pledge or pawn, points.
6 Users acknowledge in advance that the Company shall not return spent points.
7 Where a user concludes use of the Service, forfeits user privileges, deletes or loses the e-mail account provided to the Company when for User Filing, or loses or deletes the other service accounts provided to the Company for User Filing, the user forfeits all points retained up to that time. Even where a user re-commences use of the Service, regains user privileges, restores the e-mail account provided to the Company for User Filing, or restores the other service accounts provided to the Company for User Filing, the user does not regain points previously held up to that time.

Article 10 Use of Service
1 Users consent that their rights to use the Service are limited, non-exclusive, not sublicensable, and irrevocable, and intended for use on the Service within the scope of the license provided by the party possessing intellectual property and/or ownership rights of the Company. Unless explicitly indicated, new functionality added for new Service improvements shall be considered a part of the Service, and users shall comply with these Terms in the use thereof.
2 Users acknowledge that the telephone number issued to them by the Company for use of the Service is valid while registration on the Service applies or until the Service stops being provided, and that all rights associated with the telephone number vest with the Company and/or the entity providing the rights to the Company to issue the number.
3 Users acknowledge that the aforementioned telephone number can be changed or issued to another user at any time by the Company or the operator providing the Company with the right to issue numbers, irrespective of whether the applicable Service Agreement is in effect. The Company waives liability for loss or damages to users from the above.

Article 11 Limitations on use of Service
1 Users shall not engage in any of the acts below when using the Service. The Company reserves the right to investigate these acts, but shall not bear a duty to do so.
(1) Prohibitions concerning infringement on rights
a. Engaging in acts that infringe on, or run the risk of infringing on, the copyrights, trademark rights, or other intellectual property or asset rights of the Company or third parties;
b. Engaging in acts that would infringe on the right to privacy, likeness, or other rights, or acts that infringe on the same;
c. Engaging in unreasonable discrimination or slander of other parties or promoting unreasonable discrimination towards the same, or damaging their honor, or acts that run the risk of the same;
d. Submitting without consent advertising, promotional, or soliciting e-mail to other parties, or e-mails that would cause discomfort to other parties, or run the risk of the same;
e. Impersonating another person and using the Service.
(2) Prohibitions on submitted content
a. Submitting audio or video of obscene or lewd acts or child pornography or child abuse, or selling content containing the same, or advertising the submission or sale of the same;
b. Submitting content that leads, or is likely to lead, to fraud, use of controlled substances, child prostitution, illegal sale of deposit accounts or telephone numbers, or other crimes;
c. Submitting cruel information, including but not limited to that concerning acts of violence;
d. Submitting information encouraging people to engage in self-injury or harm;
e. Submitting information pertaining to meeting members of the other sex with whom one has not met before;
f. Submitting information violating laws, statutes, regulations, public order and morals, and common decency;
g. Submitting other information the Company deems inappropriate.
(3) Prohibitions concerning illegal acts
a. Creating pyramid/Ponzi schemes or soliciting for the same;
b. Encouraging, whether explicitly or explicitly, the undertaking of or intermediation for illegal acts (transfer of firearms, unauthorized production of explosives, provision of child pornography, forging public documents, homicide, intimidation or extortion);
c. Impelling others to engage in illegal gambling or wagers, or soliciting participation in the same;
d. Use of the Service in a manner that violates laws of Japan, the United States, or other countries on import restrictions and/or economic sanctions;
e. Violating other laws, statutes, regulations, ordinances, or public order and morals.
(4) Prohibitions for technical reasons
a. Unauthorized use without written consent of the Company by altering, changing, modifying, reverse engineering, or decompiling the Service or software or source code obtained therein;
b. Accessing emergency telephone numbers or emergency services through the Service;
c. When making voice telephone calls through an application on the Service, not disclosing the VOIP number issued to the User on the Service as the originating number;
d. Failure to observe rules on use of public telephone networks subject to regulation by law and administrative policies;
e. Directly relaying to other telecommunications providers SMS messages sent by telephone numbers provided by the Company on the service;
f. Using SMS messages on the Service for the purposes of marketing or advertising to large numbers of unspecified parties;
g. Use of programs that would damage or harm networks, servers, or other equipment (“Facilities”) of the Company or third parties;
h. Unauthorized access to Company or third party Facilities or unauthorized overwriting or deletion of information contained therein;
i. Submitting harmful computer programs, including but not limited to viruses;
j. Causing undue strain on the Facilities of the Company or third parties;
k. Unauthorized collection of e-mail addresses or telephone numbers of third parties through use of the Service;
l. Otherwise obstructing operation of the Service.
(5) Other prohibitions
a. Where the user resides in the European Economic Area or where the other party the user communicates with through the Service resides in the European Economic Area;
b. Failure to properly store and manage IDs and passwords issued by the Company and disclosing them without reason to third parties, impelling third parties to use them, or putting said information in a state where it could be usable by third parties;
c. Using the Service to engage in pranks, spam, or otherwise disturb third parties, or other acts the Company deems may run the risk of the same;
d. Use of the Service in a manner that does not meet the requirements stipulated by the Company for talk time and other terms;
e. Failure to follow instructions issued by the Company that it deems necessary for the smooth provision of the Service;
f. Collecting information on other users through the Service;
g. Use of other Service IDs and/or passwords;
h. Impersonating third parties;
i. Advertising, promotion, solicitation, or sales activities on the Service without prior authorization from the Company;
j. Other acts the Company deems unsuitable.
2 Where the Company is subject to a complaint, demand, bill, objection, or otherwise (collectively, “Demand”) from a third party due to a user’s violation of the prohibited terms or other terms herein, the user shall resolve the Demand at its sole discretion and liability. In the event that the Demand causes damages and/or legal fees to the Company, the user shall bear a duty of compensation for said damages and/or legal fees in their entirety to the Company.

Article 12 Rejection of anti-social forces
1 The Company and users make warranty and pledge to each other that they and their officers and personnel are not anti-social forces effective the time the Service Agreement goes into effect, nor shall be in the future.
2 Where the Company or a user deems that any of the below apply to the other party, said former party reserves the right to terminate the Service Agreement at any time without prior notice and without compensation for damages.
(1) Where the user is, or previously was, an anti-social force
(2) Engaging in any of the acts below, whether oneself or through a third party
a. Illegal or unreasonable demands;
b. Acts of violence, including but not limited to demonstrations, by means not limited to use of physical force;
c. Persistently demanding the subscription of information magazines or other services;
d. Making demands of other parties by impersonating affiliation with an organization for victims;
e. Other acts prohibited in the Act on Prevention of Unjust Acts by Organized Crime Group Members;
f. Communicating to other parties that one is an anti-social force or affiliated with the same.

Article 13 Confidentiality
1 Irrespective whether these Terms are in effect, users shall not, except where obtaining prior consent in writing from the Company, disclose confidential information to third parties or use it for purposes other than execution of these Terms. This shall not apply to the following cases and where stipulated otherwise in these Terms.
(1) Information already possessed by the User or public knowledge at the time of disclosure or obtaining;
(2) Information that is public knowledge, for reasons not imputable to the user, at the time of its disclosure or obtaining;
(3) Information independently developed by the user without reference to other information disclosed or obtained;
(4) Information lawfully obtained without a duty of confidentiality by the user.
2 Irrespective the terms of the preceding clause, where a user is required by applicable law, the regulations of a securities exchange, court decision or order, or administrative decision, order, or guidance to disclose and/or provide said information, the user shall immediately notify the Company of the need to disclose and/or provide the information and carry out said disclosure and/or provision such that the confidentiality of the information is preserved to the fullest extent possible.
3 Where the Service Agreement concludes or where requested by the Company at any time, users shall follow the Company’s instructions without delay to return and/or dispose of confidential information, documents containing or listing confidential information, and any and all other recording media containing confidential information.

Article 14 Vesting
The intellectual property rights of and relating to the Company web site and Service vest with the Company and its licensees. Authorization to use the Service as stipulated in these Terms of Use does not imply authorization to use the intellectual property rights of the Company or its licensees.

Article 15 Communication and notifications
Messages and/or notification from users to the Company, including but not limited to service inquiries, and messages and/or notification from the Company to users, including but not limited to notifications about changes to these Terms, shall be conducted by means stipulated by the Company.

Article 16 Suspension of the Service
1 The Company reserves the right to change or add to the Service, in whole or in part, without prior notification to Users.
2 The Company reserves the right to, at its sole discretion, conclude the Service by notifying users in advance on the Service, Company web site, or by another method the Company deems applicable. However, users may not be notified if the case is an emergency.
3 Where any of the below apply, the Company reserves the right to temporarily suspend, whether in whole or in part, provision of the Service without prior notice to the user.
(1) Where performing inspections or emergency maintenance of the computer systems used for the Service;
(2) Where the system is under heavy access or load due to other causes;
(3) Where computer or network failure causes suspension of the Service;
(4) Where service is not provided by a telecommunications provider;
(5) Where an earthquake, lightning, fire, flooding or water damage, power outage, or force majeure renders continued operation of the service impossible;
(6) Where fire, power outage, or other disaster or accident, or war, disturbance, riot, rebellion, or labor strike renders continued provision of the service impossible;
(7) Where the law or legal measures taken therein render operation of the service impossible;
(8) Any other cases the Company deems as grounds for temporary suspension or stoppage;
4 The Company waives all liability for damages sustained by users in connection with measures taken per the terms of this article.

Article 17 Withdrawal
1 Users reserve the right to withdraw from the Service and annul user registration by notifying the Company by the means it specifies. In said case, the Company shall not refund already collected payments and points.
2 Where a user has outstanding liabilities to the Company at the time of withdrawal, the user forfeits all benefit of time in paying said liabilities and shall immediately pay them in full to the Company.
3 Even after withdrawing from the service, users shall still be subject to duties and liabilities (including but not limited to compensation for damages) to the Company and third parties arising from these Terms.
4 After withdrawal, User information shall be handled per the terms of Article 22.
5 Where a user seeks to re-register for the Service, re-registration procedures are required. Users acknowledge that past data shall not be carried over after completion of re-registration procedures.

Article 18 Revocation by Company
1 The Company reserves the right to terminate the Service Agreement, in whole or in part, at any time and at its sole discretion. In said case, the Company shall not refund already collected payments and points.
2 Where any of the below apply to a user, the Company reserves the right to immediately suspend provision of the Service to that user or terminate the Service Agreement, in whole or in part, without refunding any payment or points received from the user up to that time.
(1) Where payment is late or the Company deems it is at risk of being late;
(2) Where it is found that the user’s Registration Details contained false information;
(3) Where subject to suspension of payment or in arrears, or where subject to bankruptcy, civil rehabilitation, corporate reorganization proceedings, special liquidation, or a filing for commencement of any of the same;
(4) Where the user does not use the Service for a period of one month or more;
(5) Where contacted by the Company and making no response for thirty days or more;
(6) Cases where any of the items in Article 4, Clause 5 apply;
(7) Where subject to a filing for bankruptcy or other proceedings, or where the user makes such a filing;
(8) Where violating the duties stipulated in these Terms;
(9) Other cases the Company deems unsuitable for use of the Service, registration as a user, or continuation of the service Terms.
3. Where any of the preceding items apply, the user forfeits all benefit of time in paying outstanding liabilities and shall immediately pay them in full to the Company.
4. The Company waives all liability for damages sustained by users in connection with measures taken by the Company per the terms of this article.

Article 19 Disclaimer of warranties and exemption from liability
1 The Company makes no representation or warranty as to the suitability of the Service for a specific purpose by users, the accuracy or usefulness of a specific function or the existence of commercial value, the compliance with a specific law or statute applying to a user using the Service, or internal industry or organizational regulation, or the non-existence of defects.
2 Where the Company suspends, terminates, or ends or provision of the Service, renders it unusable or changes it, deletes or loses messages or other information users have submitted to the Service, the data registered on the Service through use of the same is lost, devices implicated in operation of the service are damaged or malfunction, or users otherwise sustain damages connected with use of the Service (collectively, “User Damages”), the Company waives all liability for damages.
3 The Company makes no warranty that the Service is compatible with all information devices or the OS versions thereon, or that upgrades to the OS on an information device used on the Service shall not be subject to incompatibility. The Company makes no warranty that its revisions to programs in the event of a malfunction will resolve said malfunction.
4 The Company waives all liability for communications, disputes, or other issues arising between Users, and between Users and third parties, through use of the Service or Company web site.

Article 20 Handling of user information
1 Users consent that information they submit (“User Information”) to the Service shall be handled by the Company per its separately-stipulated Privacy Policy.
2 The Company reserves the right to use or publish, at its sole discretion and in an anonymized and statistical format, information and data provided by users to the Company. Users shall raise no objection to the above.

Article 21 Article 21: Compensation for damages
1 Where a user causes damages to the Company through violation of these Terms or use of the Service, the user shall be liable for all damages to the Company (including but not limited to legal and consulting fees and Company personnel expenses).
2 Where, pursuant to use of the Service by a user, the Company is subject to a claim or demand from another user or third party concerning infringement on rights, the user in question shall pay to the Company the amount it bore in paying the third party for the claim or demand and applicable legal fees (including but not limited to legal and consulting fees and Company personnel expenses) for resolution of the dispute.
3 The Company waives all liability for damages sustained by users in connection with the Service. Where the Company bears a duty of compensation for damages to a user due to causes that include but are not limited to violation of public order or morals, and irrespective stipulations exempting the Company from liability for compensation in this clause or elsewhere, the maximum amount the Company shall be liable for shall be direct and ordinary damages resulting from actual causes imputable to the Company and not exceeding the total amount in Service usage fees actually obtained from the user for a period up to three months prior to the occurrence of the cause.

Article 22: Transfer of rights and obligations
1 Excluding where consent is provided in writing in advance by the Company, users cannot transfer, pledge, or otherwise pass on to third parties their duties, position, or rights pursuant to these Terms.
2 Users consent in advance that, where the Company transfers the business implicated in the Service to a third party, or where the Company is dissolved or separated through a merger, acquisition, or equivalent and the business implicated in the Service is comprehensively inherited by another entity, the Company reserves the right to transfer the position, rights, and duties in the Service Agreement, and Registration Details pertaining to users, to the transferree or successor.

Article 23: Severability
1 Even where an article, clause, or part thereof of these Terms is deemed invalid or unenforceable by the Consumer Contract Act or other applicable legislation, the remaining stipulations of these Terms, and the remaining parts of any articles or clauses the other parts of which were deemed invalid or unenforceable (“Invalidated Sections”), shall fully persist. The Company and users shall revise the Invalidated Sections so as to be legally compliant and be enforceable, and to achieve the same legal and economic effects, and intent, of the original.
2 Even where an article, clause, or the constituent part thereof in these Terms is deemed to be invalid or unenforceable against a user, this shall not have any effect on validity of the same against other users.

Article 24: Survival of terms
Article7-2, 7-3,Article9-7, Article13, Article14, Article16-4, Article17-2,17-3,17-4,17-5, Article18-4, Article19, Article20, Article21 Article22, Article23, Article24, Article26, aspects of any articles or clauses of these Terms that would inherently survive remain in effect after the conclusion of the applicable service usage contract.

Article 25: Governing law and jurisdiction
These Terms are based on the law of Japan. All disputes concerning these Terms shall be adjudicated at the Tokyo District Court or Tokyo Summary Court as the exclusive court of first jurisdiction.

Article 26: Deliberation/resolution
In the event of issues concerning the interpretation of, or disputes over, these Terms or matters not stipulated herein, both parties shall collaborate in good faith in order to immediately resolve the issue.