Chapter 1 General Provisions

Article 1 (Terms)

These Terms and Conditions shall apply to the Taxnote service (the "Service") provided by freee K.K. ("freee") between freee and Users.

Article 2 (Definitions)

For the purposes of these Terms and Conditions, the terms listed in the following items shall have the meaning respectively prescribed in those items.

(1) User

means any corporation, organization, association, or individual who agrees to these Terms and Conditions and uses the Service.

(2) Website

means the websites operated by freee in connection with the provision of the Service.

(3) Software

means an application software that freee produces and publishs to provide the Service, including updates, modifications, substitutions and reproductions thereof.

(4) Registration Information

means any and all information on User as designated by freee which is required to be registered in connection with the use of the Service.

(5) User Information

means any and all information stored on servers used by freee for the Service, recoded communication, and other User’s information, including the Registration Information, information provided by freee or obtained by User through the Service.

(6) Paid Service

means individual service provided for a fee.

(7) Paid User

means User who has chosen to use the Paid Service.

Article 3 (Modification to Terms and Conditions)

3.1 freee may modify these Terms and Conditions whenever freee deems necessary.

3.2 If freee modify these Terms and Conditions, freee will notify or publish to User the fact of such modification, the effective date of the modification, and the details of such modification in accordance with the provisions of these Terms and Conditions.

Article 4 (Notification and Publication)

4.1 When freee notifies or publishes to User the information in connection with the Service, freee will do so in a manner freee deems appropriate, such as posting on the Software or sending e-mail to an e-mail address registered as the Registration Information.

4.2 Any inquiry about the Service or any other communication or notice to freee from User shall be made in the manner designated by freee.

Chapter 2 Conclusion of Agreement

Article 5 (Agreement to Terms and Conditions)

5.1 User shall be deemed to have validly agreed to these Terms and Conditions upon commencement of the use of the Software as well as in the event of the consent procedures under these Terms and Conditions.

5.2 If a minor wants to use the Service, he/she shall obtain the consent of his/her legal representative. In the event a minor commences the use of the Service, he/she shall be deemed to have obtained the consent of his/her representative upon the use of the Service and the contents of these Terms and Conditions.

Article 6 (Conclusion of Agreement, Fees, and Payment Method for Paid Service)

6.1 The use agreement for the Paid Service shall be effective when User who wants to use the Paid Service submits an application in a manner separately designated by freee and freee accepts the application.

6.2 Paid User shall pay freee the fee separately determined by freee for each Paid Service in consideration of the use of the Service. Paid User shall pay the fee by the prescribed means and method of settlement, and freee shall in no event refund the fee received by freee.

6.3 Communication expenses required to use the Service (including communication expenses incurred for downloading and using the Software) and communication devices shall be prepared upon User’s sole responsibility and costs, provided, however, that freee does not guarantee that the Software will operate normally with the communication devices used by User.

Chapter 3 Precautions for Use of Service

Article 7 (ID and Password)

7.1 When an ID (e-mail address) and password is set for this Service, User shall manage strictly them upon his/her sole responsibility, and shall be responsible for any acts or omissions relating to the use thereof.

7.2 User shall not allow anyone other than himself/herself to use the Service.

Article 8 (Change of Registration Information)

In the event of a change in the Registration Information, User shall promptly notify freee in the manner designated by freee. freee shall not be liable for any damage caused to User due to the failure of notification thereof.

Article 9 (Third-Party Services)

9.1 Any services operated by third parties other than freee on the websites or application software (the "Third-Party Services") and the linking function of the Services (including the function of inputting and inputting data in the Services) shall not mean any partnership, coordination, authorization or any other cooperative relationships between freee and the operator of the Third-Party Services. User shall also confirm routinely the accuracy and completeness of the data outputted or inputted by the function of linking with the Third-Party Services.

9.2 User shall use the Third-Party Services upon User’s sole responsibility and expense, and shall settle any and all disputes and debts between the operator or any other third party with respect to such services arising from the function to link with the Third-Party Services, upon User’s sole responsibility and expense, and shall indemnify freee against any damage (including attorney's fees) incurred by freee as a result thereof.

9.3 User acknowledges beforehand that data output or input in cooperation with Third-Party Services may not be accurately displayed in the Software or Third-Party Services due to a change in communications facilities.

9.4 The use of the Third-Party Services shall be subject to a separate agreement between User and the operator of the Third-Party Services.

Article 10 (Backup)

10.1 User shall record, store and handle all User Information upon his/her sole responsibility.

10.2 User shall back up the User Information upon his/her sole responsibility, and freee shall not be liable for any damage or disadvantage to User caused by the absence of backup data or User's failure to properly perform backups.

10.3 freee may record the User Information as backup. Provided, however, that this does not supplement backups performed under the responsibility of User as set forth in the Article 10.2, nor does it guarantee the restoration of the User Information.

10.4 User acknowledges beforehand that some of the User Information may be automatically deleted after a certain period of time.

Article 11 (Prohibited Acts)

User shall not engage in any of the following acts in connection with the Service:

(1) Acts to make false statements to freee;

(2) Use of the information and services, including the Website and Software, for purposes other than the use of the Service;

(3) Acts that infringe or likely to infringe the property (including intellectual property rights), privacy, reputation, trust, portrait, publicity or any other rights or interests of freee or any third party;

(4) Acts other than the preceding item that infringes or likely to infringe upon the rights or interests of us or a third party;

(5) Acts that violate or likely to violate laws and regulations or public order and good morals;

(6) Unauthorized use or acquisition of the ID or password of a third party or any other acts in which User uses the Service pretending to be a third party;

(7) Use or transmit or likely to use or transmit harmful programs such as computer viruses; and

(8) In addition to the acts provided in the preceding item, any unauthorized access or any other acts as freee reasonably believes to interfere with or likely to interfere with the performance of our business, the performance of the Service, or our communications facilities, etc.

Chapter 4 Cancellation, Termination, and Withdrawal

Article 12 (Cancellation of Paid Service)

12.1 In the event Paid User cancels the agreement for the Paid Service, Paid User shall follow the cancellation procedures in the manner prescribed by freee, and upon completion of the relevant cancellation procedures, the agreement for the Paid Service shall be cancelled.

12.2 Even if User cancels the agreement for the Paid Service in accordance with the Article 12.1, freee will not refund the fee already received by it.

12.3 In the event User cancels the agreement for the Paid Service in accordance with Article 12.1, freee may delete the User Information.

Article 13 (Termination or Suspension by freee)

13.1 In the event that User falls under any of the following items, freee shall have the right to terminate the agreement in whole or in part for the Paid Service or suspend the use of the Service in whole or in part without giving any notice to User (the "Termination or Suspension"):

(1) In the event of any violation of these Terms and Conditions;

(2) In the event of any false, errors or omissions of the Registration Information, in whole or in part, provided to freee;

(3) In the event that User is an individual with limited legal capacity or has become an individual with limited legal capacity and no written consent or written authorization bearing the name and seal of a statutory agent(s) has been submitted to freee after a reasonable period of time has elapsed since freee required User to submit those documents;

(4) In the event that (i) User is an anti-social force (which means an organized crime group, a member of an organized crime group, a rightist group, an anti-social force, a quasi-member of an organized crime group, a racketeer groups, a groups engaging in criminal activities under the pretext of conducting social campaigns, a crime groups specialized in intellectual crimes, or any other persons equivalent thereto; the same shall apply hereinafter), (ii) User is engaged in any interaction or involvement with an anti-social forces such as cooperating or participating in the maintenance, operation, or management of an anti-social forces through the provision of funds or other means, or (iii) freee reasonably determines that User is an entity in which an anti-social forces substantially involved in the management;

(5) In the event that the means for payment of fee designated by User or freee is suspended;

(6) In the event of a petition for provisional seizure, attachment, auction, commencement of bankruptcy procedures, commencement of corporate reorganization procedures, commencement of civil rehabilitation procedures, or other dispositions for failure to pay taxes and other public charges;

(7) In the event that it is found that User has been subject to the Termination or Suspension for the Service; or

(8) In the event that freee reasonably believes User is inappropriate.

13.2 Even if User is subject to the Termination or Suspension pursuant to the Article 13.1, freee shall not refund the fee already received by freee, nor shall be liable for any damage or disadvantage incurred by User or any third party.

13.3 In the event User is subject to the Termination or Suspension pursuant to Article 13.1, freee may delete the User Information.

Chapter 5 Suspension, Change and Termination of Service

Article 14 (Suspension of Service)

14.1 Freee may suspend any or all of the Service without prior notice to User in the event of any of the following events:

(1) In the event that failure of the system, equipment or others required for providing the Service occurs or the maintenance, maintenance, or construction thereof is needed.

(2) In the event that it becomes impossible to provide the Service due to actions by a third party other than freee, such as discontinuation of the provision of telecommunications services;

(3) In the event that it becomes impossible or likely to be impossible to provide the Service due to an emergency (natural disaster, war, terrorism, riot, civil commotion, orders by government officials, labor disputes, etc.);

(4) In the event that it becomes impossible to provide the Service due to applicable laws, regulations, administrative orders, etc; and

(5) In the event that freee determines that a suspension of the Service is unavoidable due to reasons not attributable to the freee.

14.2 freee shall not be liable for any damage or disadvantage incurred by User or third parties as a result of the suspension of the Service in accordance with the Article 14.1.

Article 15 (Change of Service)

15.1 freee may add or modify any part of the Service at its sole discretion. freee do not guarantee that the addition or modification to the Service under this Article will maintain all functions and performance of the Service prior to the modification.

15.2 freee shall not be liable for any damage or disadvantage incurred by User as a result of the addition or modification to the Service pursuant to the Article 15.1.

Article 16 (Discontinuation and Termination of Service)

16.1 freee may, at its own discretion, cease or terminate the provision of the Service, in whole or in part, upon prior notice to User. Provided, however, that if the contents of discontinuation or termination are not material, freee is not required to give any notice to User.

16.2 freee shall not be liable for any damage incurred by User as a result of the discontinuation or termination of the Service in accordance with the Article 16.1.

CHAPTER 6 DELIVERY OF THE SOFTWARE

Article 17 (License)

Subject to these Terms and Conditions, freee grant a non-exclusive license to use the Software to User who has downloaded the Software upon usage of the Service.

Article 18 (Prohibited Acts in relation to Software)

In connection with the use of the Software, User shall not engage in any of the following acts in addition to the acts stipulated in Article 11:

(1) To reproduce, translate, adapt or otherwise dispose of the Software;

(2) To sell, distribute, sublicense, publicly transmit (including make available for transmission), lease, assign or otherwise dispose of the Software;

(3) To use in a way that avoids technical protection measures provided in the Software, such as copy guards;

(4) To reverse-engineer, decompile or disassemble or otherwise extract the source code, in whole or in part, of the Software;

(5) To publish the Software for reproduction by a third party; and

(6) In addition to the preceding items, any acts that freee believes inappropriate for the purpose of using the Software.

Article 19 (Restriction on Use)

19.1 The use, in whole or in part, of the Software by User may be limited, if freee is unable to confirm User's qualification through the authentication process such as verification of ID and password.

19.2 freee are not obliged to provide support or modifications (including updates) with respect to the Software. freee may modify, change or update the Software or terminate the provision of the Software without any prior notice to User.

Chapter 7 General Terms

Article 20 (Warranty)

20.1 freee will use our best efforts to make the Service workable in the recommended environment. Provided, however, that freee makes no warranty with respect to the accuracy, validity, usefulness, and completeness of the User Information. User shall use the User Information after changing or modifying it as necessary in his/her sole discretion and responsibility.

20.2 freee will not provide User with the certified public accountant services stipulated in the Certified Public Tax Accountants Act or the certified public accountant services stipulated in the Certified Public Accountants Act through the Service.

Article 21 (Intellectual Property Rights)

All intellectual property rights, including copyrights, moral rights of author, patent rights, utility model rights, design rights, trademark rights, and publicity rights, relating to the Service are reserved to freee or third parties who are the lawful rights holders.

Article 22 (Damages and Indemnification)

22.1 In the event of the willful misconduct or gross negligence of freee, freee shall compensate User for the damage directly arising from freee’s willful misconduct or gross negligence in connection with the Service up to the amount equivalent to the one month’s fee paid by User, and shall not be liable for any other damages.

22.2 User must compensate freee for any damage caused to freee arising from any breach of these Terms and Conditions or the use of the Service.

22.3 In the event of any dispute between User and any third party with respect to the Service, User shall settle such dispute upon his/her sole responsibility and expense and shall not hold harmless against and indemnify freee against any damage (including attorneys' fees) incurred by freee as a result thereof.

Article 23 (Delegation)

freee may delegate to a third party the whole or part of the services relating to the Service.

Article 24 (Information Management)

24.1 freee shall not disclose the User Information to any third party without the prior consent of User. Provided, however, that this shall not apply to the following events:

(1) In the event that freee receives a request for disclosing the User Information under applicable law or from a public authority and acknowledges the necessity to comply with the request;

(2) In the event that it is necessary to protect life, body or property of a person and it is impossible to obtain the consent of User; or

(3) In the event that freee discloses information to any designee or agent necessary for the provision of the Service or the improvement of its functions.

24.2 Notwithstanding the Article 24.1, freee may aggregate and analyze the User Information and perform data processing so as not to be able to identify User and use such data for the Service and other services of freee. In addition, freee may disclose such processed data to third parties.

24.3 freee will take all reasonable safety precautions against the risks of loss, destruction, falsification, or leakage of the User Information.

Article 25 (Personal Information)

freee shall handle personal information in accordance with its privacy policy.

Article 26 (No Assignment of Rights and Obligations)

User shall not assign (including business succession such as merger, company split, etc.) to any third party his/her rights and obligations relating to the Service or pledge them as a collateral without obtaining prior written consent of freee.

Article 27 (Governing Law and Jurisdiction)

27.1 These Terms and Conditions shall be construed in accordance with and governed by the laws of Japan.

27.2 Any dispute between User and freee that arises in connection with these Terms and Conditions or the Service shall be brought in the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 28 (Severality of these Terms and Conditions)

If any provision of these Terms and Conditions is held to be in violation of any law or regulation, such provision shall not apply to the Service to the extent of such violation, and the other provisions of these Terms and Conditions shall remain in full force and effect.

This is an English translation of the Japanese language version of these Terms and Conditions (the “Japanese Version”) and, in the event of any conflict between the Japanese Version and an English translation thereof, the provisions in the Japanese Version shall take precedence over any other translation.

Date of last update: 10th, Augst 2021