Terms of service

Agreement outline

NO.

Item

Provision

Detail

Term

Article 7, Paragraph 1

1 month from the registration date

Service Name

FL-UX Football

Purpose of Use

Strengthening and analysis of sports (soccer, basketball, rugby, etc.). Usage by business divisions is not covered.

Usage Fee

Article 19

Free Plan: Free
Paid Plan: Described in FL-UX Management

Video Recording Duration

Free Plan: Up to 20 hours/month
Paid Plan: Described in FL-UX Management

Administrator

Article 13

Contact detail: Registered email address

Option Services

Article 8, Paragraph 3

Support

Article 8, Paragraph 4

FL-UX operation support

FL-UX Football terms of service

Please read in full and consent to these Terms of Service for the online image analysis and communication platform service FL-UX Football and FL-UX Sports (the “Service”) provided by RUN.EDGE Limited (“RUN EDGE”). It is required to consent this Terms of Service to use the Service and it will be deemed that you consent the Terms of Service if You use the Service.

Article 1. Purpose of terms of service

These Terms of Service set out the terms and conditions for the service provided by RUN.EDGE

Article 2. Definition of Terms

The following terms have the meanings respectively below in these Terms of Service.

(1) Agreement: agreement for the provision of the Service entered into by RUN EDGE and a Subscriber pursuant to these Terms of Service

(2) Individual Conditions: conditions of the Agreement that are agreed with individual Subscribers, such as agreement term, use conditions, Number of User IDs, storage capacity, usage fee, etc.

(3) Agreement Outline: outline of Individual Conditions on a Subscriber’s Management Console.

(4) Applicant: a corporation or an organization, etc. that applies to RUN EDGE for the subscription of the Service

(5) Subscriber: a corporation or an organization, etc. that enters into an Agreement with RUN EDGE for the subscription of the Service

(6) User(s): Analysts, athletes, and coaches, etc. that have been approved by the Subscriber for the use of the Service

(7) User ID: a code used to identify Users designated by Subscriber

(8) Terminal Device: a device for using the Service (PC, smartphone, tablet, etc.)

(9) Usage Information etc.: Images, video, audio, text and usage history, etc. recorded, input or uploaded by Subscriber using the Service

Article 3. Content of the service

The Service is a cloud service for analyzing sports images and videos.

Article 4. Scope of terms of service

1. RUN EDGE shall provide the Service in accordance with the provisions of the Agreement, and Subscriber shall use the same in compliance with the Agreement and terms and conditions, Guidelines established by our company, and rules regarding the use of this service, etc. (hereinafter referred to as “guidelines, etc.”) specified by RUN EDGE.

The guidelines, etc. in the preceding paragraph shall form part of this agreement, and if there is a contradiction between the contents of this agreement and the guidelines, etc., the provisions of this agreement shall take precedence.

Article 5. Amendments of terms of service

1. RUN EDGE may from time to time amend these Terms of Service without obtaining the prior consent of Subscriber to the extent an amendment does not cause a material disadvantage to Subscriber. The new Terms of Service shall apply to the Service after the amendment.

2. When making the amendment in the preceding paragraph, RUN EDGE shall provide at least 14 days’ prior notice period and notify Subscriber of the content and effective date of the new Terms of Service, or display it within the Service; provided, however, no notice is required if RUN EDGE determines the amendment is minor and will not particularly disadvantage Subscriber.

3. Notwithstanding Article 31, if a Subscriber cannot consent to the new Terms of Service after the amendment, Subscriber may cancel the Agreement by notifying RUN.EDGE during the notice period in the preceding paragraph.

Article 6. Application for the agreement

1. Applicants shall apply for the use of the Service by the method specified by RUN EDGE with consent of these Terms of Service. The Agreement is concluded when RUN EDGE approves the application under the procedure prescribed by RUN EDGE. These Terms of Service constitute a part of the Agreement.

2. Notwithstanding the preceding paragraph, RUN EDGE may reject or reserve approval of the Agreement application in the following situations.

(1) The Applicant does not exist;

(2) The application form prescribed by RUN EDGE contains a false entry or an omission;

(3) The Applicant has been late in, or willfully attempted to avoid, paying for the Service in the past;

(4) In cases where it is suspected that the purpose of use of the Service is evaluation, analysis of the Service or other purposes which is different from the original purpose;

(5) The Applicant or its representative or officer is, or may be, an antisocial force (meaning an organized crime group or organized crime group member, etc.)

(6) RUN EDGE has reasonable grounds for determining the application unsuitable.

3. RUN EDGE shall notify Applicant (Subscriber) if RUN EDGE rejects or reserves approval of the application for the Agreement in accordance with the preceding paragraph; provided, however, RUN EDGE is not liable for the rejection or reservation.

Article 7. Terms of the agreement

1. The Term of the Agreement shall be as described in the Agreement Outline.

2. The Agreement shall be renewed for a further one year (if a different period is set out in the Agreement Outline, then such period) after the expiration date of the Agreement unless the Subscriber applies for cancellation using the method designated by RUN EDGE no later than one month prior to the expiration date of the Agreement (if a different period is set out in the Agreement Outline, then such period), and the same shall apply thereafter.

3. For the renewal of the Agreement in the preceding paragraph, RUN EDGE may amend Individual Conditions based on the Service usage situation of the Subscriber over the past year.

Article 8. service scope

1. RUN EDGE shall provide an environment which enables the use of the Service by connecting Terminal Devices managed by a Subscriber to a designated server via the Internet according to the terms and conditions designated by RUN EDGE.

2. Subscriber may obtain smartphone and tablet applications which is necessary to use the Service through an application distribution platform offered by a third party (“Application Platform”). RUN EDGE does not guarantee the functions, content, or continuity of the Application Platform. RUN EDGE is not liable for failure by Subscriber to obtain smartphone and tablet applications for all or part of the Application Platform due to a disruption or suspension caused by a defect or other cause.

3. RUN EDGE shall provide the Option Services set out in the Agreement Outline. These Terms of Service shall be applied to the Option Services to a necessary extent, but if other terms and conditions are separately specified, such terms and conditions shall be applied to the Option Service on a priority basis.

4. RUN EDGE shall provide the support services set out in the Agreement Outline. These Terms of Service shall be applied to a necessary extent in relation to the provision of such support services, but if other terms and conditions for such support services are separately specified, such terms and conditions shall be applied on a priority basis.

Article 9. Restrictions

1. The Service is provided for the purpose of being used in Subscriber’s own operation, and must not be used for commercial purposes (such as providing services etc. for third parties, whether or not for remuneration).

2. Subscriber shall use the Service by connecting to the URL designated by RUN EDGE from its Terminal Device, and excluding Smartphone applications provided by RUN EDGE, Subscriber shall not download the software that makes up the Service or obtain the software that makes up the Service by a method such as copying etc.

3. Subscriber shall not use the same User ID by more than one person.

4. Subscriber shall only let its officers, employees, managers, athletes and coaches within the teamSubscriber operates use the Service and shall not permit any other third parties to use them. Subscriber must obtain the prior written approval of RUN EDGE when having a third party use the Service.

5. Subscriber shall not use the Service for any purpose other than the purpose set forth in the Agreement Outline.

6. Subscriber shall familiarize Users with the terms and conditions stipulated in these Terms of Service and have them comply with the same.

Article 10. changes to the service

RUN EDGE may at its discretion add, modify or change part of the Service for the purpose of adding or improving functions of the Service; provided, however, such addition, modification or change does not guarantee that all the functions and capabilities of the Service prior to the change will be retained.

Article 11. service level

1. RUN EDGE shall make all commercially reasonable efforts to provide the Service.

2. RUN EDGE does not guarantee that the analysis results etc. obtained by using the Service will help or benefit the business of Subscriber, or that they are accurate.

3. RUN EDGE will provide the Service 24 hours 365 days a year in principle, but it may be suspended due to system damage or maintenance, etc. RUN EDGE shall make efforts to provide the Service so that any suspension of the Service pursuant to Article 30 or due to any other circumstance (“Unavailability Situation”) does not prevent Subscriber from using the Service for more than 24 consecutive hours.

4. Images, Videos and other data registered by Subscriber to the Service shall be stored for one year (365 days) from the date of register. . An optional storage plan needs to be separately executed to store such data for more than one year.

Article 12. user ID and password

1. Subscriber shall be responsible for closely managing Users’ User IDs and passwords to prevent unauthorized use.

2. Subscriber shall not, under any circumstance, disclose or make use of User IDs to third parties.

3. RUN EDGE shall not be liable for damage caused to Subscriber due to unauthorized use of User IDs and passwords. Under the authentication with User IDs and passwords, RUN EDGE is entitled to attribute all operations and results relating to the Service to Subscriber.

Article 13. administrator

1. Subscriber shall appoint an administrator for the use of the Service and notify RUN EDGE of this in writing, or other communication method specified by RUN EDGE. with RUN EDGE shall be conducted via such administrator.

2. Subscriber shall promptly notify RUN EDGE of any change of administrator.

3. Subscriber shall manage and supervise compliance with Terms of Service via the administrator, and be responsible for operations, notifications and other behavior of the administrator.

Article 14. users

1. Subscriber shall specify Users and assign User IDs to them.

2. Subscriber shall be responsible for the assignment of User IDs and the use of the Service by Users, and shall prevent unauthorized use to the extent of its responsibility.

Article 15. internet environment

Subscriber shall secure and maintain, at its own responsibility and expense, the Internet environment to connect between Terminal Devices and the Service, and RUN EDGE has no liability for this.

Article 16. data management

1. Subscriber shall be responsible for preserving necessary information and data etc. they input, provide, or transmit in relation to the use of the Service.

2. RUN EDGE will record and store information and data used by Subscriber for a certain period with the purpose of restoring such information and data if such information and data is lost or destroyed due to the failure of equipment etc. that provide the Service, but is under no obligation to restore such information and data for the Subscribers.

3. RUN EDGE shall endeavor to save data input or recorded by Subscriber for the purpose of recovery following damage or misoperation, etc. but does not guarantee that all data will be saved and restored.

Article 17. management of personal information

1. If any personal information (including User’s names and attributes, etc.) is contained within data input into the Service, RUN EDGE shall take reasonable safety and protection measures to protect such information from loss, destruction, falsification or leakage, etc. pursuant to the Act on the Protection of Personal Information and related laws, regulations and guidelines (“Personal Information Protection Act etc.”) and carefully manage the personal information.

2. RUN EDGE shall be responsible for promptly destroying and/or deleting personal information that is no longer required to provide the Service without leaving any copy, excluding those set out in the following article.

3. Subscriber shall guarantee that it complies with the Personal Information Protection Act etc. if it handles personal information for the use of the Service or provides personal information to RUN EDGE.

4. This Article shall remain valid after the expiration of the Agreement.

Article 18. management and use of information by RUN.EDGE

1. For the purposes of improvement of the Service, maintenance and management of services, research and development, etc. RUN EDGE may store, use, analyze, edit and create derivative works on the usage of the Service by Subscriber and Usage Information etc. of Subscriber, and Subscriber consents to the storing, analyzing, editing and creating derivative works of such data.

2. RUN EDGE shall manage the data in the preceding paragraph with the due care of a prudent manager.

3. RUN EDGE may improve the Service by using various data obtained from specific Subscriber; provided, however, it shall not provide data that identifies specific Subscriber or individuals and images and audio to third parties without the prior written consent of Subscriber.

4. RUN EDGE may publish the results of its editing or analysis of various data at an academic society, the media or other locations and disclose them to third parties. In such case, the proviso in the preceding paragraph applies.

Article 19. usage fee for the service

The Service comprises of a free plan and a paid plan. The usage fee for the Service is the usage fee set out in the Agreement Outline.

Article 20. Payment method of usage fee for paid plan

1. Subscriber shall pay the usage fee and applicable consumption tax (“Usage Fee etc.”) for the Service that corresponds to the plan selected by the Subscriber for the period from the date the Agreement is formed to the termination date.

2. Subscriber shall pay the Usage Fee etc. for the entire Term by the payment method set out in the Agreement Outline by the last day of the month following the month in which the Agreement was formed and subsequently for the period closing on the final day of each month, by the last day of the following month. Subscriber shall pay necessary transfer fees and other costs for the payment.

3. If the Service plan is changed, the number of User IDs increased, or the usage fee for the Service is revised during the Term, Subscriber shall pay the Usage Fee etc. up to the termination of the Term (the difference with the payment already made) in accordance with the instructions of RUN EDGE.

Change service plan to higher plan

The change of the plan on the same day will be reflected, and the functions of the upper plan will be available.The usage fee associated with the plan change will be applied from the day after the change procedure, and the difference in the usage fee of the changed plan will be added up at the next billing on a daily basis.

Change service plan to lower plan

The previous plan will be applied until the expiration date of the contract period, and the change to the new plan will be reflected when the contract is renewed. We will charge the usage fee of the changed plan from the next billing.

Change the number of users, change the video retention period

The change will be reflected on the same day. The usage fee associated with the change will be applied from the day after the change procedure, and the usage fee before and after the change will be added up on a daily basis and billed.

4. If an Unavailability Situation arises during the agreement term of the Agreement, RUN EDGE shall refund the Usage Fee etc. for the period corresponding to period of the Unavailability Situation (with periods of less than one day discarded) by the method specified by RUN EDGE; excluding, however, if the Unavailability Situation is attributable to a Subscriber, due to a defect in a Terminal Devices, application platform service or the Internet line in Article 15 or due to a force majeure in Article 36.

Article 21. amendment of individual conditions of the service

1. Subscriber may apply for an amendment to Individual Conditions during the agreement term using the method specified by RUN EDGE. Article 6 shall apply to the application procedure etc. If RUN EDGE accepts the amendment of Individual Conditions, it may also increase the usage fee at the same time depending on the amendment of Individual Conditions.

2. RUN EDGE may request an amendment to Individual Conditions and increase of the usage fee during the agreement term depending on the use of the Service by a Subscriber.

Article 22. late payment charge

If Subscriber fails to pay the Usage Fee etc. for the Service by the prescribed payment date, Subscriber shall pay RUN EDGE a late payment charge of 14.6% per annum on the unpaid amount calculated on a pro-rata basis from the day after the prescribed payment date to the day before the actual payment date.

Article 23. outscore

RUN EDGE may outsource all or part of the services for the provision of the Service to a third party; provided, however, RUN EDGE shall be responsible for managing the outsourcee in such case.

Article 24. prohibited actions

Subscriber shall not carry out the following actions when using the Service:

(1) Action that breaches, or may breach, laws and regulations;

(2) Action that violates public order or morality;

(3) Action that prevents, or may prevent, use by other Subscribers;

(4) Unauthorized access to, or cracking of, hardware or software that makes up the Service, or action that otherwise hinders equipment etc.;

(5) Action that prevents, or may prevent, the provision of the Service;

(6) Analysis, reverse engineering or attempts to obtain the source codes of software that makes up the Service;

(7) Use of other person’s User ID or an attempt to obtain such User ID;

(8) Viewing, changing or falsification of data of other Subscribers, or action that may result in the same;

(9) Use of results from the Service for a use other than the purpose of the Service, or provision of such results to a third party; or

(10)Action that RUN EDGE considers unsuitable for the use of the Service.

Article 25. intellectual property rights

1. All intellectual property rights and other rights, including copyrights, relating to tangible/intangible components that constitute the Service (including software programs, learned AI data models, various data, icons, images, text and related documents such as manuals) belong to RUN EDGE or third parties that licensed these to RUN EDGE.

2. All intellectual property rights and other rights, including copyrights, relating to information recorded, input or uploaded for the Service by Subscriber belong to Subscriber or third parties that licensed these to Subscriber. Subscriber guarantees that such recording, inputting or uploading of information will not infringe on the rights of third parties. The information registered, entered, and uploaded by the Subscriber to this service includes the name, content, profile, other publicity, writings, and demonstrations of the contractor or a third party (hereinafter referred to as the “original right holder”). In this case, the Subscriber shall obtain consent from the original right holder in advance regarding the use of this service by the Subscriber, the user, the Company or other third parties, and the portrait right, publicity right, author personality right, and performer. It does not exercise personality rights and does not allow the original right holder to exercise such rights.

Article 26. liability for infringement

1. Subscriber shall immediately notify RUN EDGE in writing if a third party makes a claim or other demand against the Subscriber in relation to intellectual property and other rights, and RUN EDGE shall deal with the claim etc. at its own responsibility and expense.

2. Notwithstanding the preceding paragraph, in the following cases, RUN EDGE shall not be liable to deal with the claim etc. and the Subscriber shall deal with the claim etc. at its own responsibility and expense.

(1) The infringement of rights is due to usage information recorded, input or uploaded, etc. by the Subscriber

(2) Other than the preceding item, the claim etc. is attributable to the Subscriber

(3) RUN EDGE loses the opportunity to conduct an appropriate defense due to a failure by Subscriber to promptly notify RUN EDGE of the claim etc.

Article 27. Principle of personal responsibility

1. Subscriber bears all responsibility for the use of the Service, all actions (recording, viewing, deletion and transmission, etc. of the information) for the Service and the results of such actions (including analysis results proposed using the Service).

2. Subscriber shall deal with and resolve at its own responsibility and expense any damage to third parties that is attributable to the Subscriber, as well as all claims etc. from third parties.

3. Subscriber shall compensate RUN EDGE for any damage suffered by RUN EDGE due to the willful intent or negligence of Subscriber.

Article 28. limitations to guarantee

1. RUN EDGE guarantees that it shall normally provide the Service in all material aspects.

2. The responsibility of RUN EDGE for any material defects in the Service is limited to commercially reasonable attempts to correct or remove the defect.

3. This Article set outs the only guarantee for the Service.

Article 29. limitation of damages

1. RUN EDGE is responsible for the Service to the extent of the limitations set out in each provision of these Terms of Service. RUN EDGE bears no responsibility for matters which it does not guarantee, matters for which it does not bear responsibility and matters for which Subscriber is responsible according to each provision of these Terms of Service.

2. Even if the Subscriber is damaged due to reasons attributable to RUN EDGE, RUN EDGE’s liability for compensation shall be limited to the usage fee paid by the Subscriber to RUN EDGE in the past one year, except in cases where RUN EDGE is intentional or grossly negligent..

3. Even where it is liable, RUN EDGE shall bear no compensation liability for indirect damage, special damage, loss of business opportunity for Subscriber, lost profit, data loss or destruction and damage from other special circumstances, regardless of whether a claim is based on contractual liability, tort liability or any other basis.

4. The preceding paragraphs does not apply if an agreement (including the Agreement) between RUN EDGE and a Subscriber is a consumer contract (“Consumer Contract”) as set out in the Consumer Contract Act (Act No. 61 of 2000); provided, however, that even if this paragraph applies, RUN EDGE shall bear no compensation liability for indirect damage, special damage, loss of business opportunity for Subscriber, lost profit, data loss or destruction and damage from other special circumstances for non-performance liability or tort liability due to the negligence (excluding gross negligence) of RUN EDGE, regardless of whether or not it was foreseen or foreseeable, and shall bear its compensation obligation within the scope of damages which would directly or ordinarily arise from such negligence and up to an amount of the usage fee paid by the Subscriber to RUN EDGE in the past one year or 10,000 yen, whichever is higher.

Article 30. suspension of the service

1. RUN EDGE may temporarily suspend the Service periodically or from time to time as necessary to carry out maintenance.

2. When carrying out maintenance, RUN EDGE shall notify such fact to Subscriber in advance; provided, however, RUN EDGE may suspend the Service without prior notice in an emergency and notify Subscriber promptly after the fact.

3. In addition to Paragraph 1, RUN EDGE may temporarily suspend the Service if it determines that the continuation of the Service may cause a material obstruction to Subscriber due to interference by a third party etc., or for any other unavoidable reason.

4. RUN EDGE shall not be liable for any lost profit or damage suffered by Subscriber due to a suspension of the Service pursuant to this Article, excluding a refund of the Usage Fee etc. pursuant to Article 20, Paragraph 4.

Article 31. cancellation by subscriber

1. Subscriber may not cancel the Agreement during the term stipulated in the Agreement Outline. For any cancellation request made during this term, RUN EDGE is not required to return usage fees that have already been paid, and Subscriber shall pay usage fees for any remaining term.

Article 32. cancellations by RUN.EDGE

1. RUN EDGE may cancel all or part of the Agreement without any peremptory notice to Subscriber if it determines that any of the following applies to a Subscriber:

(1)Conducts an act that hinders the business of RUN EDGE;

(2)Is subject to attachment, provisional attachment, provisional disposition, tax delinquency disposition or other disposition by a public authority, or is subject to a filing for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings or commencement of special liquidation;

(3)Dissolves or transfers all its business, or passes a resolution for the same;

(4)Becomes unable to pay its debts as they become due, such as by a note or check it drew or accepted being dishonored;

(5)Is subject to a disposition for business suspension or revocation of business license or business registration by a regulatory authority; or

(6)Any of the events in Article 6, Paragraph 2 applies.

2. RUN EDGE may cancel all or part of the Agreement if a Subscriber breaches the Agreement etc. or if a material event that is attributable to a Subscriber occurs that makes the continued provision of the Service difficult (“Breach etc.”) and the Breach etc. is not rectified within 14 days of RUN EDGE providing written peremptory notice.

3. In the event of cancellation pursuant to this Article, RUN EDGE has no obligation to refund usage fees that have already been paid and Subscribers shall pay usage fees for any remaining term.

Article 33. treatment at the termination of the agreement

1. Subscriber shall immediately stop using the Service when the Agreement terminates for whatever reason and may not use the Service after the date of termination.

2. Subscriber consents to RUN EDGE holding/using data after the termination of the Agreement within the scope set out in Article 18.

3. RUN EDGE may delete data relating to Subscriber after the termination of the Agreement, and has no obligation to compensate for damage suffered by Subscriber as a result of such deletion.

4. After the termination of the Agreement, if requested by a Subscriber, RUN EDGE may for consideration export part of the data of that Subscriber saved as of the termination of the Agreement; provided, however, RUN EDGE does not guarantee that it will export all data or provide it in the form requested by a Subscriber.

Article 34. notifications

Notifications relating to the Service and other notifications from RUN EDGE to Subscriber stipulated in these Terms of Service shall be sent to the email address of the Administrator set out in the Agreement Outline or as otherwise specified by RUN EDGE. Notifications shall be effective when they are sent by RUN EDGE.

Article 35. no transfer of rights and obligations

Subscriber shall not have a third party succeed to its contractual status in the Agreement, transfer or provide as security all or part of its rights and obligation pursuant to the Agreement to a third party or have a third party succeed to the same.

Article 36. force majeure

Notwithstanding the Agreement and any other provision, RUN EDGE is not liable for damage suffered by Subscriber as a result of RUN EDGE being unable to provide the Service due to a natural disaster, epidemic, enactment or abolition of laws and regulations or rules, or other force majeure.

Article 37. discussion

The parties shall discuss in good faith and attempt to amicably resolve any objection or issues between the parties in relation to the interpretation of these Terms of Service or matters not set out in these Terms of Service.

Article 38. governing law and jurisdiction, etc.

1. The Agreement shall be construed and applied in accordance with the laws of Japan, and the Tokyo District Court shall be the exclusive court of first instance.

2. The official text of these Terms of Service is Japanese, and the Japanese version shall take precedence in the event of any contradiction or conflict between a translated version and the Japanese version.

End

Updated August 28, 2023