Meowsaur Reseller Terms

Article 1 (Status of These Terms)

These Reseller Terms are a supplement, applicable to any business ("Reseller") that wishes to register and act as a "Reseller" as defined in Article 2 of the Meowsaur Terms of Service (the "General Terms"), governing the digital visibility diagnostic service "Meowsaur" (the "Service") provided by PublicDesign Co., Ltd. ("we," "us," or "the Company"). These Terms supplement the General Terms; matters not addressed in these Terms are governed by the General Terms. Where these Terms and the General Terms conflict, these Terms take precedence with respect to the relationship with a Reseller.

Article 2 (Reseller Registration)

A business wishing to register as a Reseller shall apply through our designated online form. We will review the application and determine whether to approve registration. We may decline to approve a registration where we are unable to confirm the existence of a genuine business, where the applicant falls within the scope of anti-social forces, or where we otherwise determine approval to be inappropriate. Registration is established at the time we approve the application.

Article 3 (Scope of a Reseller's Activities)

A Reseller may introduce and provide onboarding assistance for the Service, and may provide support — within the scope of the reseller-facing administrative functions we make available — to contracting parties whom the Reseller has introduced, or with whom the Reseller has an existing relationship, and who are users of the Service ("Assigned Clients"). A Reseller shall not, without our prior written consent, present the Service as though it were the Reseller's own proprietary product or service under its own name or brand, or make any representation that could cause confusion as to its relationship with the Company.

Article 4 (Access to and Operation on Behalf of Assigned Clients' Data)

We provide functionality allowing a Reseller, through the administrative screen we provide, to view an Assigned Client's reports, analysis results, contracting-party information, and other data within the Service ("Client Data"), and to perform configuration changes and other operations on behalf of an Assigned Client ("Operation on Behalf") — to the extent necessary for the Reseller's business with respect to that Assigned Client. In exercising access to Client Data and performing Operation on Behalf, a Reseller shall comply with the following.

• Not use Client Data, and not perform Operation on Behalf, for any purpose other than legitimate business purposes such as providing support, onboarding assistance, or initial setup and data preparation for the Assigned Client;
• Not disclose Client Data to any third party without the Assigned Client's consent, and not use it for sales or solicitation purposes directed at anyone other than the Assigned Client;
• Where Client Data is copied, stored, or exported outside the administrative screen we provide, limit such handling to what is necessary for business purposes and manage it with the due care of a prudent manager;
• Perform Operation on Behalf only to the extent necessary for business purposes and with the due care of a prudent manager;
• Immediately report to us upon becoming aware of, or having reason to suspect, any leakage, loss, or damage of Client Data, or any unintended change resulting from Operation on Behalf, or any other incident.

Article 5 (Confidentiality)

A Reseller shall strictly manage Client Data and any confidential information disclosed by us or by an Assigned Client in connection with use of the Service, in accordance with Article 20 (Confidentiality) of the General Terms. This obligation survives termination of the Reseller's registration.

Article 6 (Fees, etc.)

Referral fees, compensation, and other monetary matters arising from Reseller activities are not set out in these Terms and shall instead be governed by a separate individual written agreement (including agreements concluded by electronic means) entered into between us and the Reseller. Absent such an individual agreement, a Reseller may not make any monetary claim against us.

Article 7 (Relationship with Assigned Clients)

The contract for use of the Service between an Assigned Client and us is formed directly between us and the Assigned Client under the General Terms, and a Reseller is not a party to that contract. A Reseller has no authority to act on our behalf to change contract terms with an Assigned Client, or to make any legally binding commitment on our behalf.

Article 8 (Termination of Reseller Registration)

A Reseller may, at any time, request termination of its Reseller registration by our designated method. We may terminate a Reseller's registration without prior demand if the Reseller breaches these Terms or the General Terms, or if we otherwise determine it inappropriate to continue the relationship. Even where a Reseller's registration is terminated, the contract for use of the Service between an Assigned Client and us continues, as a direct contract between us and the Assigned Client, under our prescribed conditions; the Assigned Client's use of the Service is not affected solely by reason of the termination of the Reseller's registration. Following termination of a Reseller's registration, the Reseller loses access to the Client Data of its former Assigned Clients.

Article 9 (Exclusion of Anti-Social Forces)

Article 26 (Exclusion of Anti-Social Forces) of the General Terms applies mutatis mutandis to a Reseller.

Article 10 (Changes to These Terms)

We may change these Terms, upon notice to Resellers, where we determine it necessary. Any revised Terms take effect from the time we publish them by our designated method.

Article 11 (Governing Law and Jurisdiction)

These Terms are governed by the laws of Japan. Any dispute arising in connection with these Terms shall be subject to the exclusive jurisdiction, as a court of first instance, of the court having jurisdiction over the location of our head office.

Contact

For inquiries regarding these Terms, please contact info@public-design.co.jp.