Terms | D-Live

Terms

These Terms of Use (these "Terms") set forth the rights and obligations of DAIDO KOGYO CO., LTD.. and you in relation to your use of our D-Live (“Service”). Please read them carefully before starting use of the Service. These Terms govern your access and use of the Service. In order to use the Service, you must agree to these Terms. If you do not agree to these Terms, you may not use the Service.

Article1. General Provisions

1.1 These Terms set forth conditions regarding the use of the Service and form a binding agreement in relation to the use of the Service (“Service Agreement”) between you and DAIDO KOGYO CO., LTD., a corporation organized and existing under the laws of Thailand, having its head office at [I-197, Kumasaka-machi, Kaga-shi, Ishikawa, 922-8686, Japan]. You shall comply with these Terms upon the use of the Service.

1.2 The Individual Provisions (as defined in Article3) are incorporated herein by reference and become a part of the Service Agreement. If there is any conflict between these Terms and Individual Provisions, Individual Provisions prevail.

1.3 If an individual who belongs to a certain organization applies for and uses the Service on behalf of the organization (including legal entities), the individual is deemed to have an authority to consent to these Terms and execute the Service Agreement with us on behalf of the organization; in such case, the organization is a party to the Service Agreement and shall comply with these Terms (in this case, "you" and “your” in these Terms refers to the organization).

1.4 If you are under 20 years old, before agreeing on these Terms, you must obtain express consent to use the Service and enter into the Service Agreement with us from your parents or guardians who have the authority to give such consent in accordance with applicable laws. You shall not use the Service without such prior consent. Upon agreed on these Terms, you are deemed to have obtained necessary consent from a person having such authority.

1.5 You here by agree that we may require you to satisfy certain conditions designated by us for the use of whole or a part of the Service.

Article2. Modification, Amendment, or Addition

2.1 We may, at our sole discretion, modify, amend, or add provisions to these Terms and Individual Provisions from time to time.

2.2 In the event of any modifications, amendment, or addition in these Terms, we will notify you of those modification, amendment, or addition by posting on our website or the Service, or other means determined by us.

2.3 If, after we notify you of those modification, amendment, or addition, you use the Service or do not terminate the Service Agreement within the term specified by us (if any), you are deemed to have agreed to those modification, amendment, or addition of these Terms.

Article3. Definition

In these Terms, the following words and terms have the following meanings, unless otherwise provided herein:

(a) “Individual Provisions” means any provisions, application forms, contracts, and any other documents distributed or posted by us that are separately agreed between you and us;

(b) "Intellectual Property Rights" mean patent rights, utility model rights, design rights, trademark rights, copyrights (including the rights of translation and adaptation and the rights of the original author in the exploitation of a derivative work), and any other intellectual property rights, domestic and international, including the rights to register these rights;

Article4. Registration for Use

4.1 In order to use the Service, you need to create your account by registration as a user in a manner designated by us. Upon registration, you shall agree to comply with these Terms and Individual Provisions and provide all information required by us ("Registration Information") and shall not provide us with false information.

4.2 If we approve your application for registration, we notify you of our approval in a manner determined by us. Provided, however, we may, at our sole discretion, determine whether we approve your application. Even though your application is unapproved, we are not required to disclose to you the reason thereof.

4.3 The Service Agreement between you and us becomes effective at the time of notice of our approval to you.

4.4 If there is any error or change in the Registration Information, you shall promptly notify us of the error or change, or correct or amend it by yourself, in a manner designated by us at your own responsibility. You shall be solely responsible for any loss or damage incurred due to any falsity, error, or omission, or failure of change in the Registration Information; we are not liable in any way for such loss or damage.

4.5 You shall provide us with materials relating to the Registration Information upon our request.

Article5. Account

5.1 You shall keep and safeguard your own ID, password, and other information related to your account at your own responsibility and be liable for taking all actions to prevent unauthorized or wrongful use thereof.

5.2 You shall not lend to, share with, or transfer or assign to, any third party, or otherwise cause any third party to use, your own account.

5.3 When we confirm the match of your ID and password, we may deem that you, as a holder of the account, use the Service. You shall be solely responsible for any loss or damage arising from your deficiencies in management, inappropriate use, or use by a third party, of your account; we are not liable in any way for such loss or damage.

5.4 In the event you discover an unauthorized use of your account by any third party or a possibility thereof, you shall immediately notify us of that.

Article6. User’s Information

We will treat any Personal Data and other information which is provided by you or we collect upon your use of the Service in accordance with the provisions of the Privacy Policy separately established by us; you hereby agree to such treatment of the Personal Data and other information.

Article7. Provision of the Service

7.1 The Service provides you exchangeable points ("Miles") in accordance with the distance measured by your information device ("Device") which has completed the installation of the designated application by the Service.

7.2 Your driving data, location data, map information, and other information specified on the Service ("Driving Data") that is measured by the Device will be handled as described in the following items. However, if your Device is not turned on or if the communication environment of the Device is not adequate, the Driving Data may not be measured.

(a) the Driving Data is transferred directly to the server managed by us or the specific third party designated by us;

(b) the Driving Data transmitted to the server specified in the preceding item can be confirmed on the Service;

(c) the Driving Data may be anonymized into a format that does not identify individuals, published within the Service, and shared with a third party.

7.3 We grant Miles to you based on the driving distance as calculated from the Driving Data. You can use Miles to exchange for rewards issued by us or other providers according to the number of Miles you have. Provided, however, Miles are valid for 180 days only from the date they are acquired.

7.4 We may, at sole discretion, change the types and details of rewards redeemable for Miles, as well as the conditions for the exchange of Miles, at any time.

Article8. Prohibited Acts

In the course of using the Service, you shall not conduct any of the following acts:

(a) acts to violate or be likely to violate any applicable laws or regulations, court’s judgments, decisions, or orders, or mandatory administrative measures;

(b) acts to be or be likely to be against public orders and morals;

(c) acts to infringe or to be likely to infringe Intellectual Property Rights, privacy rights, or other rights or benefits of us, other Users, or any third party;

(d) acts of using or causing any third party to use the Service outside the scope approved by these Terms;

(e) acts of reverse engineering, decompiling, disassembling, modifying, or transforming the Service, attempting to decode the source code, or other analytical acts;

(f) acts of placing an excessive burden on the network, servers, or system in connection with the Service;

(g) acts of unauthorized or improper access to the system of the Service, improper rewriting or delete of information accumulated in our facilities, or any other acts to damage or be likely damage to us;

(h) acts to be contrary to the purposes of these Terms or the objectives of the Service;

(i) acts to violate the agreements of the affiliate services in alliance with us;

(j) acts to, directly or indirectly cause, initiate, or facilitate any of the foregoing acts;

(k) any other acts that we deem to be inappropriate.

Article9. Modification and Discontinuation of the Service

9.1 We reserve the right to modify, amend, or add whole or a part of the contents of the Service at any time, without any prior notice to you.

9.2 We may, without any prior notice to you, temporarily discontinue to provide the Service, in whole or in part, if any of the following events occur:

(a) regular or urgent maintenance or repair of the hardware, software, communication equipment, or other related equipment or systems regarding the Service that is deemed necessary by us;

(b) system overload due to excessive access or other unexpected factors;

(c) system security or other issue that needs to be dealt with;

(d) telecommunications carriers do not provide their services;

(e) it becomes difficult to provide the Service due to Force Majeure as defined in Article16;

(f) we are required to discontinue to provide the Service by laws or regulations, judgments, decisions, or orders of court, or mandatory administrative measures;

(g) any other events similar to any of the preceding items.

9.3 We reserve the right to cease to provide the Service at its sole discretion. In the event we discontinue the whole of the Service, we will notify you of it 3 months in advance in a manner deemed appropriate by us, except for emergency case.

9.4 We are under no circumstances liable for any damages incurred by you arising out of any modification, amendment, or addition of the contents of the Service, or the discontinuation of the Service pursuant to this Article.

Article10. Confidentiality

10.1 You shall maintain in confidence and safeguard all information which is disclosed by us and designated as confidential or secret by us and which is obtained by you in connection with the Service and designated as confidential or secret by us (collectively, “Confidential Information”).

10.2 You shall utilize the Confidential Information solely for the purpose of using the Service and performing your obligation hereunder. You shall not disclose it to any third party without our prior written consent.

Article11. Suspension and Termination

11.1 We may, without any prior notice to you, (i) temporarily suspend or limit your use of the Service or (ii) delete the information, in whole or in part, provided by you on the Service (collectively, "Suspension of Use"), if you fall or are considered by us to fall under any of the followings:

(a) you fail to comply with any of the provisions of these Terms;

(b) any of the Registration Information provided to us, in whole or in part, is found to be false;

(c) you become unable to make payments for your obligations or insolvent, or you are suspended the payment;

(d) you file a petition or have a petition filed against you by any person or entity, for bankruptcy, civil rehabilitation, sale by public auction, or similar procedure, or for corporate rehabilitation, special liquidation, or similar procedure (if organization);

(e) significant deterioration in creditworthiness, or significant changes in business operations affecting creditworthiness occurs (if organization);

(f) a resolution for dissolution, a merger, partition of business, or other fundamental change of the business structure has been made (if organization);

(g) you do not respond to inquiries from us or other communications requiring your response for [30] days or more;

(h) you are or have been subject to the Suspension of Use;

(i) we determine that you are or are likely to be a criminal, a crime organization or a member thereof, or engaged in any exchange or involvement with, providing benefits to, or otherwise cooperating or involved in the maintenance, operation, or management of a crime organization;

(j) we determine that there is a circumstance similar to any of the preceding items.

11.2 If you fall under or we determine that you are likely to fall under any of the items prescribed in the preceding paragraph, we may, without any prior notice to you, terminate the Service Agreement. In such case, all unpaid amounts owed to us by you become immediately due and payable; you shall immediately pay to us such amounts in full.

11.3 You will not be relieved of any and all obligations and liabilities accrued under these Terms even after the Suspension of Use or termination of the Service Agreement.

11.4 Under no circumstances are we liable or responsible for any losses or damages incurred by you arising out of the Suspension of Use or termination of the Service Agreement pursuant to Article11.1 and Article11.2.

Article12. Ownership of Rights

12.1 You acknowledge that any and all Intellectual Property Rights and other rights and titles in relation to the Service and any information and data which we provide to you relating to the Service Agreement belong to us (or our licensor) and that we in no way grant you these titles or rights, unless otherwise expressly provided herein.

12.2 We acknowledge that all rights and titles, including Intellectual Property Rights, in relation to information or data that you provide us upon the use of the Service belong to you (or your licensor) (“User's Property”); provided, however, you hereby irrevocably agree that you grant us the right to indefinitely utilize the User's Property in any way, including, without limitation, reproduction, public transmission, rent, modification, translation, adaptation, sublicense, and exploitation of a derivative work, for the purpose of conducting our businesses, unless otherwise provided herein.

12.3 You hereby agree not to claim, assert, or exercise against us any Intellectual Property Rights and other rights, including authors’ moral rights, with regard to our utilization of such User's Property prescribed in Article 12.2.

Article13. Disclaimer of Warranty

13.1 WE DISCLAIM ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, BENEFIT THAT YOU MIGHT EXPECT, FUNCTIONALITY, MERCHANTABILITY, USEFULNESS, COMPATIBILITY, COMPLETENESS, INTEGRITY, ACCURACY, CONTINUITY, RELIABILITY, OR UTILITY, AVAILABILITY, ACCESSIBILITY, LEGALITY, OR THE ABSENCE OF SECURITY FLAWS, NON- ERRORS, NON-BUGS, NON-VIRUS, OR OTHER DEFECTS, AND NO INFRINGEMENT OF THIRD PARTIES’ RIGHTS IN THE CONTENTS AND OTHER INFORMATION PROVIDED THROUGH THE SERVICES, UNLESS OTHERWISE EXPRESSLY PROVIDED BY US.

13.2 We are not liable to you and/or any third party for any loss of information or data provided by you arising out of or in relation to your use of the Service to the extent permissible by applicable laws,

13.3 If a dispute arises with any third party in connection with the use of the Service, you shall promptly notify us of details of the dispute and resolve such dispute at your own cost and responsibility. If we deal with the complaints from or dispute with any third party in relation to you, you shall compensate us for any damages, losses, and expenses incurred by us due to the dispute.

13.4 We are not required to back up information or data provided by you; you shall back up all the information or data at your own responsibility.

Article14. Indemnification

14.1 You shall defend, indemnify and hold us harmless, to the extent permissible by applicable laws, from and against any and all actions, liabilities, obligations, damages, and losses including, without limitation, settlement costs, attorneys’ fees, litigation costs, and other reasonable expenses, arising out of (i) your breach or default of any provision hereof and/or (ii) your intentional or negligent act in relation to the use of the Service.

14.2 You hereby acknowledge and agree that a breach of your obligations hereunder might cause irreparable harm to us and that the remedy or remedies at law for any such breach might be inadequate, and that, in the event of such breach, in addition to all other available remedies, we are entitled to an injunction restraining any breach and requiring immediate and specific performance of the obligations.

Article15. Limitation of Liability

Notwithstanding anything contained herein, we are in no event liable for incidental, consequential, indirect, or special damages, including, without limitation, damages for loss of revenue and punitive damages, even if we are notified of the possibility of such damages.

Article16. Force Majeure

We are not liable for any delay or failure in the performance of any obligation under the Service Agreement in the event that such delay or failure is caused by force majeure (“Force Majeure”), including but not limited to, acts of God, war, threat of war, warlike conditions, hostilities, mobilization for war, blockade, embargo, detention, revolution, riot, port congestion, looting, strike, lockout, plague or other epidemic, fire, typhoon, earthquake, flood or accident, or acts of governmental or quasi-governmental authorities or any political subdivision or department or agency thereof not due to our fault, or any shortage or curtailment of labor, material, transportation, or utility not due to our fault, or any labor trouble at the place of our business or our suppliers, or any other cause beyond our control.

Article17. Term

17.1 The Service Agreement between you and us becomes effective at the time we issue the notice of our approval to you and continues until terminated as provided in these Terms.

17.2 Unless otherwise expressly provided in these Terms, you may terminate the Service Agreement at any time in accordance with the procedure separately set forth by us.

17.3 Upon the termination of the Service Agreement pursuant to the provisions of the preceding paragraph, you shall forfeit all of the right in relation to use of the Service; provided, however, you are not relieved of any and all obligations and liabilities under these Terms even after the termination.

17.4 You agree that we are not required to retain any information or data provided by you upon the use of the Service after termination of the Service Agreement.

Article18. Survival

Article[10], Article[12], Article[13], Article[15], Article[19], Article[20], Article[25], and any other provisions that, by their nature or terms, are intended to survive will survive the expiration or termination of the Service Agreement for any reason.

Article19. Notice

19.1 Unless otherwise provided herein, we may give to you a notice or any other communications from us concerning the Service by posting on the Service, the website operated by us, email, or in other manner determined by us.

19.2 Unless otherwise provided herein, you shall give to us a notice, inquiry, and other communications relating to the Service in other manner designated by us.

19.3 Contents, business hours, or other details of our supports relating to the Service are separately determined by us.

Article20. No Assignment

20.1 In no event may you sell, assign, or otherwise, by merger or by corporate divide, mortgage, pledge, or otherwise encumber, or deal with, this Service Agreement or any right or obligation hereunder, in whole or in part, to any third party without our prior written consent. Any attempt to do so in contravention of this Article is void and of no force and effect.

20.2 You hereby agree that if we assign or transfer our business in relation to the Service to a third party (“Business Assignment”), we may transfer any and all of our titles, rights, and obligations hereunder and all information obtained by us in relation to the Service to the third party. For the avoidance of doubt, the Business Assignment includes the comprehensive succession due to the merger, company split, or other rehabilitation in which we become a disappearing company or a splitting company.

Article21. Waiver

Our failure at any time to require your performance of any responsibility or obligation hereunder in no way affects the full right to require such performance at any time hereafter. Nor do our waiver of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision hereof or constitute a waiver of the responsibility or obligation itself.

Article22. Severability

If any provision of these Terms is deemed illegal, invalid or unenforceable in any jurisdiction, such provision is deemed null and void, but these Terms remains in force in all other respects.

Article23. Headings for Reference Only

All headings used in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of these Terms or any clause or provision hereof.

Article24. Controlling Language

These Terms is drawn up in the English language. These Terms might be translated into any language other than English; provided, however, the English text prevails in any event.

Article25. Governing Law and Jurisdiction

25.1 The Service Agreement is governed and construed in accordance with the laws of Thailand, without regard to its conflict of law rules.

25.2 We and you hereby consent to and confer the exclusive jurisdiction upon the court located in Bangkok over all action or proceedings arising out of or relating to the Service Agreement.

Established on 22,Dec,2022