Terms of Use of Picky-Pics Services

Article 1   Definitions

As used in these Terms, the following words and expressions shall have the meanings as defined below:

  • "Terms" means these Terms of Use of Picky-Pics Services.
  • "Agreement" means an agreement based on these Terms between the Company and each User.
  • "Company" means Fenrir Inc.
  • "Services" means the services operated by the Company known as "Picky-Pics" (including such services as are renamed or changed for any reason).
  • "Other Rules" means product introductions, guidelines, help and rules for the Services other than these Terms.
  • "User" means any person who uses the Services upon entering into an Agreement with the Company.
  • "Potential User" means any person who desires to use the Services as a User.
  • "Registered Matters" means certain information specified by the Company when a Potential User applies for the use of the Services.
  • "ID/Password" means such ID and/or password required for the use of the Services.
  • "Site" means the website (https://picky-pics.com) operated by the Company in connection with the Services.
  • "Use Environments" means environments required for the use of the Services such as hardware, software, Internet connection, security preservation and so forth.
  • "Transmitted Information" means such texts, illustrations, images, motion pictures and other information specified by the Company (including information automatically generated therefrom as well as processing results thereof) transferred by a User to the Company, other Users or third parties by using the Services.
  • "Intellectual Property Rights" means any patent rights, utility model rights, design rights, trademark rights, copyrights, rights protected under the Unfair Competition Prevention Act, and any other property rights or personal rights.
  • "Material" means any illustration, photo, frame, shape, text or graph available for use in the Services. There are paid materials ("Paid Materials") and free materials.
  • "Output" means to convert a design created by a User into a format such as PNG, PDF or Web format.
  • "24h Output Right" means the right to freely output a Paid Material used in the Services for up to 24 hours, where each Paid Material selected shall be subject to the right.
  • "Permanent Output Right" means the right to freely output a Paid Material used in the Services indefinitely, where each Paid Material selected shall be subject to the right.

Article 2   Scope of Application

  1. These Terms shall apply to the Company and Users. Users shall be deemed to have accepted all of these Terms by registering as a User of the Services.
  2. The Company may set forth Other Rules on the Site. Other Rules shall constitute a part of these Terms; provided, however, that in the event of inconsistency between the content of these Terms and Other Rules, these Terms shall prevail.

Article 3   Contents of Services

  1. The principal contents of the Services are as follows:
    1. to create a design by selecting a form, arranging materials, and inserting texts etc. on the Services;
    2. to output the design created under (1) above; and
    3. to save on the server, or share with third parties the design created under (1) above.
  2. Users acknowledge in advance that the Company is entitled to improve, make additions to or deletions from the specifications of the Services without individually notifying the same. In addition, the Company may entrust the implementation of the Services to a third party when necessary.
  3. Users are entitled to use the Services within the scope approved by these Terms and in accordance with procedures designated by the Company only during the effective term of these Terms.
  4. The Company does not warrant that:
    1. no error or failure in the Use Environments will occur due to the use of the Services;
    2. the Services are accurate and complete;
    3. the Services will operate perpetually;
    4. the Services will be fit for the purpose of a User and be useful; or
    5. the Services comply with laws, regulations or internal industrial rules etc. applicable to a User.

Article 4   User Registration

  1. A Potential User of the Services shall apply for registration upon accepting the content of these Terms, by following the procedures specified by the Company. A Potential User warrants that no false information is contained in the Registered Matters.
  2. The Company shall determine whether or not to approve registration of such Potential User based on the Company's criteria, and if it approves, a notice stating such approval and information necessary for starting the use will be dispatched. From the time designated in said notice, the Potential User shall be registered as a User, and an Agreement shall come into force between said User and the Company.
  3. The Company reserves the right to refuse registration of any Potential User who is determined by the Company to be subject to any of the following, in which case the Company has no obligation to disclose the reason for its determination:
    1. an application for registration was made in a manner other than as specified by the Company;
    2. any false information, error or omission was contained in the Registered Matters in whole or in part;
    3. the Company determines that such Potential User is likely to be in violation of these Terms;
    4. the Company determines that such Potential User was in violation of these Terms in the past, or is related to any such person;
    5. such Potential User is a minor, adult ward, person under curatorship, person under assistance or person not having the right to represent a judicial person, and has not obtained a consent etc. from his/her statutory agent, guardian, curator, assistant or person having the right to represent;
    6. such Potential User is currently providing, or is expected to provide in the future, services identical or similar to the Services; or
    7. the Company otherwise determines that registration is inappropriate.
  4. In the event of any change in the Registered Matters, the relevant User shall immediately undertake procedures to amend the Registered Matters by means designated by the Company. The Company shall absolutely have no liability to a User who fails to comply with the above obligations for any damage suffered by such User.

Article 5   Management of ID/Password

  1. Users shall properly manage and store their IDs/Passwords at their own responsibility and refrain from disclosing to or causing any third party to use the same, lending, transferring, selling or purchasing the same to or from any third party, or otherwise collateralize the same for the benefit of any third party.
  2. If an ID/Password used for log-in is confirmed by the Company by means designated by it to be consistent with the registered ID/Password, the Company shall deem such person who logged-in to be a proper User.
  3. In no event shall the Company be liable to a User for any damage caused by inadequate management, misuse or unauthorized use etc. of an ID/Password on the part of said User.

Article 6   Service Fees

  1. The Services may be used at no cost; provided, however, that when outputting a design containing Paid Materials, service fees depending on the types of output rights (24h Output Right or Permanent Output Right) must be paid by such means designated by the Company by the date designated by the Company. Charges for settlement through Paypal and other costs required for arranging the Use Environments for the use of the Services shall be borne by each User.
  2. Service fees are not refundable by the Company even if the Services become unavailable to or unnecessary for a User during the effective term of the Agreement for any reason whatsoever.
  3. When it becomes necessary to revise service fees due to any business reason, enactment, amendment or abolition of law or regulation, or change in economic situation etc., the Company is entitled to revise service fees in accordance with Article 16 hereof.

Article 7   Ownership of Rights

  1. All Intellectual Property Rights related to the Services, save those licensed to the Company, are owned by the Company.
  2. Unless otherwise expressly set forth in these Terms, the right to use the Services granted under these Terms shall not be construed as granting Users any rights with respect to the Company's Intellectual Property Rights related to the Services. Users may not use the Services beyond the scope of use contemplated by the Services.

Article 8   Transmitted Information

  1. Each User warrants that he/she has the legitimate right to transfer the Transmitted Information and that the same does not infringe any right of the Company, other Users or third parties.
  2. Intellectual Property Rights related to the Transmitted Information shall remain with the relevant User after transmission. The Company shall have the right to use or utilize the Transmitted Information (including but not limited to reproducing, adapting, publicly transmitting the same and formatting the same as necessary for such public transmission) to the extent necessary for the operation of the Services. Users agree not to exercise their moral rights against the Company or a third party who has duly obtained such right from the Company, or any successor of the right of such third party.
  3. If the Company determines that any of the following has occurred, it may inspect, save, restore or disclose to any third party the Transmitted Information in whole or in part (hereinafter referred to as "Inspection etc.") without prior notice. In such case, the Company has no obligation to disclose the reason for its determination:
    1. A User's consent has been obtained;
    2. A User has not responded to the Company's request for consent to Inspection etc. within seven (7) days after said notice;
    3. Inspection etc. has been duly requested by a public body such as a court or the police etc. in accordance with applicable laws and regulations;
    4. the Company is under an obligation to conduct Inspection etc. in accordance with applicable laws;
    5. A User has committed any act prohibited by these Terms;
    6. it is required for protecting a User or any third party from death or injury, or otherwise protecting their material rights;
    7. it is necessary for the maintenance of the Services or resolving technical malfunctions thereof; or
    8. it is otherwise necessary in any event similar to the foregoing.
  4. If the Company determines that any of the following has occurred, it may delete, or suspend the publication or display of the Transmitted Information in whole or in part (hereinafter referred to as "Deletion etc.") without the prior notice. The Company shall in no event be responsible for such deleted Transmitted Information including recovery of the same, and has no obligation to disclose the reason for its determination:
    1. A User's consent has been obtained;
    2. A User has not responded to the Company's request for consent to Deletion etc. within seven (7) days after said notice;
    3. Deletion etc. has been duly requested by a public body such as a court or the police etc. in accordance with applicable laws and regulations;
    4. the Company is under an obligation to conduct Deletion etc. in accordance with applicable laws;
    5. A User has committed any act prohibited by these Terms;
    6. it is required for protecting a User or any third party from death or injury, or otherwise protecting their material rights;
    7. these Terms come to an end for any reason whatsoever;
    8. the Services are changed, suspended or terminated in accordance with Article 12; or
    9. it is otherwise necessary in any event similar to the foregoing.
  5. Notwithstanding the preceding two (2) paragraphs, the Company has no obligation to monitor the Transmitted Information.

Article 9   Prohibited Acts

  1. Users shall refrain from any of the following acts after outputting designs containing materials (whether free or paid) which can be used in the Services:
    1. to commercially manufacture or sell new products utilizing any material;
    2. to utilize any material as a logo mark of a specific company or a character representing a corporate philosophy;
    3. to utilize any material as an image symbolizing goods or services of a specific company;
    4. to utilize any material in a manner offensive to good public order and morals; or
    5. to alter any material (other than altering any material during the use of the Services).
  2. In addition to the above, while using the Services, Users shall refrain from any act which the Company determines falls under any of the following:
    • any act in violation of laws or regulations;
    • a criminal act or any act closely related to the same;
    • any act offensive to good public order and morals;
    • infringement of any Intellectual Property Rights, privacy rights, personal rights, creditworthiness, rights of likeness, or any other rights or interests of the Company, other Users or third parties;
    • any act interfering with the operation or maintenance of the Services;
    • any act excessively burdening the network or system etc. of the Services;
    • fraudulent access to the network or system etc. of the Services;
    • reverse engineering of the Services;
    • passing oneself off as another User or third party;
    • allowing a third party to utilize the Services by using a User's ID;
    • promotion, advertising, solicitation or operation in a manner not approved by the Company in advance;
    • collection of information concerning other Users;
    • transmission to the Company of any information which, as the result of reproduction, alteration, transmission or otherwise of the same by the Company to the extent necessary for the operation of the Services, could constitute infringement of any Intellectual Property Rights, privacy rights, personal rights, creditworthiness, rights of likeness, or any other rights or interests of other Users or third parties;
    • tampering with any information made available by the Services;
    • any act constituting a relationship or involvement with Anti-Social Forces (meaning an organized crime group (boryokudan), organized crime group member, an anti-social force or other entity similar to the foregoing; hereinafter the same), such as cooperating or participating in the preservation, operation or management of Anti-Social Forces;
    • inducing or facilitating directly or indirectly any of the foregoing acts; or
    • any other act which the Company determines inappropriate for the operation of the Services.

Article 10   Cancellation of Registration etc.

  1. In the event that the Company determines that a User is subject to any of the following, it may, without prior notice, suspend such User's use of the Services, or terminate the Agreement by canceling the registration of such User. In such case, the Company has no obligation to disclose the reason for its determination:
    1. a User is in breach of any provision of these Terms;
    2. a User suspends payments, or becomes insolvent, or a petition for commencement of proceedings of bankruptcy, civil rehabilitation, reorganization, special liquidation or any similar proceedings is filed by or against a User;
    3. a bill or check issued or accepted by a User is dishonored;
    4. a petition for attachment, provisional attachment, provisional disposition or auction is filed against a User;
    5. a User fails to pay taxes and dues and becomes subject to preservative seizure;
    6. a User is dissolved or its business is suspended;
    7. the Company determines that a User's creditworthiness has materially changed due to any event other than those set forth in (3) through (6);
    8. a User has not used the Services for two (2) years or longer;
    9. a User has not responded to an inquiry from the Company by e-mail for six (6) months or longer (including a case where e-mail to the registered e-mail address cannot be delivered); or
    10. the Company otherwise determines that the use of the Services by a User is inappropriate.
  2. In the event that the Company determines that a User is subject to any event set forth in the preceding paragraph, all obligations owed by said User to the Company shall be accelerated and immediately become due and payable, and such User must immediately pay all obligations to the Company.
  3. Even if a User is under the proceedings set forth in Paragraph 1 above, said User shall be obliged to pay service fees as long as the Agreement continues.
  4. The Company shall absolutely not be liable to a User for any damage suffered by said User due to an action taken by the Company pursuant to this Article.

Article 11   Term and Termination of Agreement

  1. An Agreement shall continue in effect for one (1) year from the date of registration as a User.
  2. In the absence of notice by the Company or a User of intention to terminate the Agreement up to thirty (30) days prior to the expiration of the Agreement, the effective term thereof shall be extended by another one (1) year term, with the same to apply thereafter.
  3. In the event that the registration of a User is cancelled and the Agreement is terminated in accordance with the preceding Article during the effective term of the Agreement, the Agreement shall forthwith come to an end at such time. In that case, a User shall pay to the Company service fees in a lump sum corresponding to the period from the time of termination until the expiration of the Agreement (if already paid, such service fees shall not be refundable).
  4. During the effective term of an Agreement, a User may at anytime terminate the Agreement by such method as is initially set forth. In that case, the preceding paragraph shall apply mutatis mutandis to the handling of service fees corresponding to the period from the time of termination until the expiration of the Agreement.

Article 12   Change, Suspension or Cessation of the Services

  1. The Company reserves the right at anytime to change, suspend or cease the Services due to any business reason, system overload, system failure, maintenance, enactment, amendment or abolition of law or regulation, act of God, accident, electric power failure, telecommunication malfunction, unauthorized access or any other reason, and the Company shall not be liable for any damage suffered by Users due to the foregoing.
  2. The Company shall make efforts to give reasonable prior notice of any change, suspension or cessation as set forth in the preceding paragraph, except that this shall not apply in emergencies.

Article 13   Dispute Resolution and Compensation for Damage

  1. A User shall be responsible for compensation for any damage to the Company caused by said User in relation to the use of the Services.
  2. In the event that a User receives a claim from a third party or is involved in a dispute with a third party in connection with the Services, said User shall immediately notify the Company of the details thereof, resolve such claim or dispute at said User's cost and responsibility, and report to the Company on the progress and results thereof.
  3. In the event that the Company receives a claim from a third party or is involved in a dispute with a third party in connection with the use by a User of the Services, said User shall resolve such claim or dispute at said User's cost and responsibility, report to the Company on the progress and results thereof, and compensate for any amount that the Company has been forced to pay or any other damage.
  4. In the event that the Company has caused any damage to a User in connection with the provision of the Services, it shall compensate such damage only if the same was due to the Company's willful misconduct or gross negligence.
  5. The scope of damage for which the Company shall be liable to a User is limited to actual damage suffered by said User (excluding lost profit etc.), and the amount of compensation shall be limited to the total service fees paid by said User to the Company up to the time of occurrence of such damage. This Article shall apply to all compensation for damages etc. whether the cause of claim is based on default, warranty, obligation of restoring to the original state, unjust enrichment, tort or otherwise.

Article 14   Confidentiality

Without the prior written consent of the Company, Users shall not use for any purpose other than the purpose of original disclosure or disclose to any third party any information disclosed by the Company to Users in connection with the Services specifying confidential treatment thereof.

Article 15   Personal Information

The Company shall appropriately handle personal information in accordance with the "Privacy Policy" set forth by the Company.

Article 16   Amendment of Terms

  1. The Company reserves the right at anytime to arbitrarily amend these Terms for any reason whatsoever, to which Users shall consent in advance.
  2. Unless otherwise set forth by the Company, such amendment of these Terms shall be notified to Users by displaying the same on the Site.
  3. The amendment of these Terms shall become effective as of the date designated in the notice under the preceding paragraph.
  4. The Company shall make efforts to give notice under Paragraph 2 above of changes in important matters such as service fees etc. reasonably prior to the effective date designated in said notice under Paragraph 2.
  5. The sole remedy available to a User who does not agree to such amendment of these Terms shall be the termination of the Agreement.

Article 17   Communications between the Company and Users

  1. The Company shall communicate with Users in such manner as deemed appropriate by the Company, such as sending a letter, transmitting an email, or displaying on the Services or the Site etc. If a notice is given by transmitting an email or displaying on the Services or the Site, the notice shall be deemed to have reached Users when the same is distributed over the Internet.
  2. When contacting the Company, Users shall use a query form designated by the Company, or send an email to an email address exclusively for queries. The Company will not respond to any query other than through a query form or email address exclusively for queries.

Article 18   Assignment of Rights or Obligations

  1. The Company may assign claims against Users to any third party, and Users shall in advance agree that personal information etc. of Users will be provided to such third party.
  2. Users may not assign, transfer, pledge or otherwise dispose of to a third party any contractual status under these Terms or any right or obligation based on the Services without the prior written consent of the Company.

Article 19   Entire Agreement

An Agreement constitutes the entire agreement of the parties concerning the subject matter of these Terms, and supersedes all previous agreements, representations or understandings, whether oral or in writing, between the parties concerning the subject matter of these Terms.

Article 20   Severability

In the event that any portion of a provision of these Terms is determined to be illegal, invalid or unenforceable by any law or regulation or any court, the remaining portion of that provision and any other provisions of these Terms shall continue in effect.

Article 21   Governing Law.

These Terms shall be governed by the laws of Japan.

Article 22   Jurisdiction

Any dispute between a User and the Company arising out of or in connection with the Services shall, depending on the amount of claim, be subject to the exclusive jurisdiction of the Osaka District Court or the Osaka Summary Court as the court of first instance.

Established on June 1, 2014