Terms of Service for LAST CLOUDIA Pass (the “Subscription Agreement”)


Article 1 Definition
(1) A "Subscription Applicant" is an individual who wishes to use the Service.
(2) The term "Subscriber" refers to an individual who has applied to use the Service in accordance with this Subscription Agreement and has been approved by the Company to use the Service.
(3) The terms "LAST CLOUDIA" refer to the application "ラストクラウディア LAST CLOUDIA" provided by the Company and the services provided through the aforementioned application.
(4) The term "LAST CLOUDIA Terms of Service" refers to the Terms of Service for use of "LAST CLOUDIA" as separately stipulated by the Company.

Article 2 Application of the Subscription Agreement
1. This Subscription Agreement is between the Subscription Applicant, Subscriber and the Company.
2. This Subscription Agreement shall supplement the "LAST CLOUDIA" Terms of Service.
3. Notwithstanding the provisions of the preceding paragraph, in the event of conflict between the provisions of this Subscription Agreement and the provisions of the "LAST CLOUDIA Terms of Service," this Subscription Agreement shall take precedence except as otherwise provided.
4. Guidelines, policies, and other terms and conditions (hereinafter referred to as "Individual Terms") separately established by the Company with respect to the Service, shall constitute a part of this Subscription Agreement and shall supplement this Subscription Agreement.
5. Notwithstanding the provisions of the preceding paragraph, in the event of a conflict between the provisions of this Subscription Agreement and the provisions of the Individual Terms, the Individual Terms shall take precedence over this Subscription Agreement, except as otherwise provided.

Article 3 Subscription Application
1. A Subscription Applicant shall apply for use of the Service in a manner separately specified by the Company.
2. The Subscription Applicant must agree to this Subscription Agreement and the LAST CLOUDIA Terms of Service prior to the application in the preceding paragraph. In the event that a Subscription Applicant applied for the Service in the preceding clause, the Subscription Applicant shall be deemed to have agreed to both this Subscription Agreement and the LAST CLOUDIA Terms of Service.
3. A Subscription Applicant who is a minor shall obtain the consent of his/her legal representative prior to the application in Paragraph 1. In the event that a minor applies for or uses the Service as described in Paragraph 1, the minor shall be deemed to have obtained the consent of his/her legal representative.
4. In the event of an application as described in Paragraph 1, the Company shall screen the application in accordance with the standards separately stipulated by the Company, and may not allow the use of the Service to a Subscription Applicant who does not meet said standards. If the Company refuses the application of a Subscription Applicant, the Company shall not be obligated to notify the Subscription Applicant of the fact that he or she will not be permitted to use of the Service or the reason for such refusal.
5. This Subscription Agreement shall come into effect when the Subscriber has completed all of the procedures for the application in Paragraph 1 and is able to use the Service. The Subscription Applicant shall be treated as a Subscriber from the time of agreeing to this Subscription Agreement.

Article 4 Content of the Service
1. Subscriber may use the Service within the scope set forth in this Subscription Agreement.
2. Subscriber may use the Service for the period separately determined by the Company (hereinafter referred to as the "Subscription Period") under the conditions separately determined by the Company (hereinafter referred to as the "Subscription Conditions") by paying the fee separately determined by the Company (hereinafter referred to as the "Subscription Fee").
3. This Subscription Agreement shall be automatically renewed under the terms and conditions separately stipulated by the Company unless this Subscription Agreement is cancelled by the Subscriber or is terminated (regardless of the cause of termination) by the Company in its sole discretion or expires upon the deadline separately stipulated by the Company.
4. The Subscription Fees, Subscription Period, Subscription Conditions and other details and terms relating thereto shall be as separately stipulated by the Company.
5. The Subscriber may not exchange the benefits or status gained from the Service for money, goods, securities, or other property (regardless of name), or use the Service outside of LAST CLOUDIA.
6. The Company may add or change the contents of the Service, or suspend or terminate the provision of the Service, without the consent of the Subscriber.

Article 5 Optional Services
The Company may provide services incidental to the Service (hereinafter referred to as "Optional Services") to Subscriber for a fee. Subscribers who wish to use the Optional Services shall apply for the use of the Optional Services in accordance with the method separately specified by the Company, and shall separately conclude a contract for the use of the Optional Services with the Company.

Article 6 Payment of Subscription Fees
1. The Subscriber shall be obligated to pay the applicable Subscription Fee for the applicable Subscription Period to the Company. Even if the start or end of the Subscription Period is in the middle of the month, the full Subscription Fee for such applicable period shall be payable (the Subscription Fee shall not be prorated).
2. The Subscriber shall pay the Subscription Fee by the deadline separately determined by the Company in a manner separately determined by the Company.
3. In the event that the Subscriber fails to pay the Subscription Fee, the Subscriber shall pay to the Company a late fee calculated at the rate of 14.6% per annum from the day following the deadline set forth in the preceding paragraph to the date of payment.
4. The fees required for the payment of Subscription Fees and late fees shall be borne by the Subscriber.
5. The Company shall not issue receipts or other certificates for Subscription Fees, late fees, or any other money received by the Company from the Subscriber, except as otherwise required by law.
6. The Company shall not accept any refunds of Subscription Fees, late fees, or any other money received by the Company from the Subscriber, except as provided by law.

Article 7 Suspension of Provision of the Service
1. In the event that the Company deems that a Subscriber falls under any of the following items, or is likely to fall under any of the following items, the Company may immediately suspend the provision of all or part of the Service without notice to such Subscriber.
(1) When the payment of the Subscription Fee is delayed.
(2) In the event that the Subscriber provide false information to the Company.
(3) If Subscriber is a member of a crime syndicate, an antisocial force, or any other similar group (hereinafter referred to as "antisocial force"), or if Subscriber is involved in or interacts in any way with antisocial forces.
(4) A violator of the LAST CLOUDIA Terms of Service or this Subscription Agreement.
(5) A past violator of the LAST CLOUDIA Terms of Service or this Subscription Agreement (regardless of which term is violated).
(6) Other cases in which it is inappropriate to continue the provision of the Service.
2. The Company shall not be liable for any damages incurred by the Subscriber due to the suspension of provision of the Service as described in the preceding paragraph.

Article 8 Subscriber Compliance
1. Subscriber shall comply with both this Subscription Agreement and the LAST CLOUDIA Terms of Service when using the Service.
2. Subscriber shall use the Service at his or her own risk, and shall be responsible for any and all acts performed in the Service and the results thereof.
3. Subscriber shall not engage in any of the following acts (including acts that induce, encourage, or assist such acts) when using the Service.
(1) Actions that violate this Subscription Agreement or the LAST CLOUDIA Terms of Service
(2) Acts that interfere with the business or operation of the Company, including the provision of the Service
(3) Acts of impersonating a third party in the use of the Service.
(4) Analyzing, duplicating, distributing, modifying, adapting, translating, adding, changing, or otherwise altering, or making secondary use of all or part of the system (including programs, software, specifications, and other works) or data related to the Services.
(5) Reproducing, copying, modifying, storing, or transferring the contents of the Service without the Company's prior written consent.
(6) Granting, transferring, lending, selling, or otherwise disposing of the right to use the Service to a third party.
(7) Use of the Service for the purpose of improving the services of a third party that competes with the Company or provides services that are similar to the Services, or for any other improper purpose.
(8) Any other actions that the Company deems inappropriate.

Article 9 Disclaimers
1. The provisions regarding disclaimers and disclaimers of warranty in the LAST CLOUDIA Terms of Service are incorporated into this Subscription Agreement by reference thereto. For purposes of such incorporated disclaimers and disclaimers of warranty, the term "Service" in the LAST CLOUDIA Terms of Service shall be deemed to be replaced with "Service" in this Subscription Agreement, and the term "User" in the LAST CLOUDIA Terms of Service shall be deemed to be replaced with "Subscriber" in this Subscription Agreement.
2. In the event that the Company is liable for compensation to a Subscriber for any reason, the amount of compensation shall be limited to the amount of the Subscription Fee paid by the Subscriber to the Company for one Subscription Period (or, if the amount paid is less than such amount, the amount equivalent to the Subscription Fee for one Subscription Period). However, the foregoing limitation shall not apply in the event that the damage to the Subscriber is caused by the Company's intentional or gross negligence.

Article 10 Cancellation of this Subscription Agreement and Obligations at the time of Subscription Agreement Cancellation.
1. In the event that the Subscriber falls under any of the following items, the Company shall be able to cancel all or part of this Subscription Agreement without any notice or demand to the Subscriber.
(1) In the event that any of the items in Article 7, Paragraph 1 apply.
(2) In the event that Subscriber receives a petition for seizure, provisional seizure, or provisional disposition from a third party, or receives a disposition of public auction, tax delinquency, or other public authority.
(3) In the event that there are reasonable grounds to believe that the performance of Subscriber’s obligations under this Subscription Agreement will be difficult.
(4) When there are reasons similar to the preceding items.
2. In the event that a Subscriber falls under any of the items of the preceding paragraph, such Subscriber shall be required to perform all obligations under this Subscription Agreement immediately, without any notice or demand from the Company, and shall immediately perform all obligations.
3. The provisions of this Article shall not preclude the Company from claiming compensation for damages from the Subscriber.

Article 11 Cancellation of this Subscription Agreement by the Subscriber
1. In the event that the Subscriber wishes to cancel this Subscription Agreement, the Subscriber may do so at any time in accordance with the procedures separately stipulated by the Company.
2. The Subscriber may continue to use the Service until the end of the Subscription Period for which the Subscriber has paid the Subscription Fee, even after the cancellation of this Subscription Agreement by the Subscriber. Moreover, even after the cancellation of this Subscription Agreement by the Subscriber, the Subscriber may continue to use the Service pursuant to the terms of the LAST CLOUDIA Terms of Service. Provided, however, Subscriber may not continue to use the Service and LAST CLOUDIA after Subscriber’s cancellation of this Subscriber Agreement in the event that the Subscriber falls under any of the items in Paragraph 1 of the preceding Article, or in the case specified in the following Article.

Article 12 Termination of this Subscription Agreement
1. Upon termination (regardless of the cause of termination) of the LAST CLOUDIA Terms of Service between the Subscriber and the Company, this Subscription Agreement shall automatically terminate.
2. In the case of the preceding paragraph, the Subscriber shall not be able to use the Service from the point of termination of this Subscription Agreement.

Article 13 Compensation for Damages
In the event that a Subscriber causes damage to the Company as a result of violating this Subscription Agreement, the Subscriber shall compensate the Company for such damage (including indirect and special damages such as reasonable legal fees and lost profits).

Article 14 Rights related to the Service
All intellectual property rights and other rights related to the Service shall belong to the Company or its licensor(s) who has such rights.

Article 15 Compliance with Privacy Policy
The Company shall handle the personal information of the Subscription Applicant and the Subscriber obtained in the course of providing the Service in accordance with the "Privacy Policy" separately stipulated by the Company, the Act on the Protection of Personal Information, and other applicable laws, regulations, and guidelines.

Article 16 Revision of this Subscription Agreement
1. The Company may revise this Subscription Agreement without the prior consent of the Subscriber.
2. In the event that the Company revises this Subscription Agreement, the Company shall notify, publish or announce the revised Subscription Agreement and the effective date of the revised Subscription Agreement to the Subscriber in a manner separately determined by the Company.
3. In the event that the Subscriber uses the Service after the notice, publication or announcement in the preceding paragraph, the Subscriber shall be deemed to have agreed to the revised Subscription Agreement.

Article 17 Severability
Even if a part of the provisions of this Subscription Agreement is declared illegal or invalid by a law or court, the remaining provisions shall continue to be valid.

Article 18 Governing Law
This Subscription Agreement shall be governed by the laws of Japan.

Article 19 Court of Jurisdiction
The Tokyo Summary Court or the Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes related to this Subscription Agreement or the Service, depending on the amount of the suit.

Supplementary Provisions

This Subscription Agreement shall come into effect as of Septenber 30, 2022.