DNK Data Manager Terms of Service
These DNK Data Manager Terms of Service (these “Terms”) sets forth the terms and conditions governing Customer's access to and use of the Platform operated by DNK Japan K.K. (“DNK”), as defined in Article 1 (Service) (the “Platform Service”), together with optional services and any other services related to the Platform Service (together with the Platform Service, the “Services”). By accessing or using the Services, you (“Customer”) agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
Each of Customer and DNK is hereinafter referred to individually as a “Party” and collectively as the “Parties”.
Customer represents and warrants that it accesses and uses the Services solely for business purposes— and not as a consumer for personal, family, or household use. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to bind that organization or entity to these Terms, and references to “Customer” shall refer to that organization or entity.
Article 1. Service
Platform Service Data Manager (the “Platform”) is a platform for managing property management reports (PMRs) and related data. The Service includes the following features: (a) data import and export; (b) fund, portfolio, and PMR management; (c) BI-tool connections and an Excel plug-in; (d) user management and SSO; (e) notifications; and (f) user guides.
Option Services DNK may offer additional services set forth in Exhibit 1 (Services and Fees) (the “Option Services”) subject to the terms and conditions of these Terms.
Modification and Termination DNK reserves the right, at its sole discretion, to revise, modify or terminate any part of the Services.
Article 2. TERM DEFINITIONS
As used in these Terms, the following terms shall have the meanings set forth below, unless otherwise specified in a particular provision of these Terms:
“Customer Data” collectively refers to (i) PMR and any other data that Customer uploaded or inputted into the Services and (ii) any output data generated by Customer using the Services without infringing DNK’s or any third party’s rights.
“Property Management Report” or “PMR” refers to property management reports in Excel format created for each property.
Article 3. USE RIGHTS
DNK grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Platform Service (the “Use Right”), subject to the following terms and conditions:
Period The Use Right shall become effective on the Start Date, as defined in Article 7 (SUBSCTIPTION TERM AND TERMINATION), date and remain in effect until the subscription term expires or terminates. Upon expiration or termination of these Terms, Customer shall cease to use or access the Platform Service.
Terms The Use Right is granted solely for Customer and Customer’s officers, employees and representatives to access and use the Services. Customer shall not allow any third party to access or use the Services under the Use Right without DNK's prior written consent, and such consent may be conditioned on additional terms, including but not limited to the duration of use and applicable fees.
Article 4. USER ACCOUNT
DNK shall provide Customer with user accounts (“User Accounts”) for access to and use of the Services.
Customer shall be responsible for assigning User Accounts to its personnel and managing access rights. Customer shall ensure that each User Account is personal to the designated user and is not shared or used by more than one individual, unless DNK has provided prior written consent.
Customer shall ensure that all users comply with these Terms and shall be responsible for all activities conducted through or under the User Accounts, whether authorized or unauthorized. Customer shall promptly notify DNK of any unauthorized use of User Accounts or any other actual or suspected breach of security, take reasonable steps to prevent further unauthorized use or breach, and follow all reasonable instructions provided by DNK in connection with such unauthorized use or breach.
Article 5. RESTRICTIONS ON USE
Prohibited Act
Without DNK’s prior written consent, Customer shall not distribute, rent, lease, sell, sublicense, transfer, or otherwise permit any third party to exploit the Services, in whole or in part, and access thereto, or use the Services for the benefit of any third party.
Customer shall not modify, adapt, merge, disassemble, decompile, reverse compile or reverse engineer any part of the Services.
Customer shall not, directly or through a third party, use the Services or any part thereof to develop services with similar functions or create derivative works based on the Services.
Customer shall not circumvent or remove any form of technical protection utilized by DNK with respect to the Services, whether by use of equipment, devices, software or other means.
Customer shall not use the Services outside of the intended use and functionality of the Services.
Customer shall not interfere with or attempt to interfere with the proper functioning of the Services including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or other harmful code into the Services or interfering with or attempting to interfere with another user's use of the Services, host, or network, including by overloading, flooding, spamming, or crashing the Services.
In relation to the use of the Services, Customer shall not violate any applicable laws or regulations, and shall not infringe any intellectual property rights, privacy rights, publicity rights, or other rights of any third party.
Customer shall not use the Services for competitive benchmarking or to build a competing or similar service.
Service Suspension DNK may suspend, interrupt, or limit access to all or any part of the Services without prior notice if it reasonably believes that Customer is in breach of any provision of these Terms. DNK may also suspend, interrupt, or limit access to all or any part of the Services, without prior notice, (a) to perform scheduled or emergency maintenance, updates, or repairs; (b) to address security threats, system failures, or other technical issues; (c) to comply with applicable laws, regulations, or governmental orders; or (d) due to circumstances beyond DNK’s reasonable control. DNK shall not be liable to Customer or any third party for any damages, losses, or expenses arising out of or in connection with any suspension, interruption, or limitation of the Services undertaken in accordance with this provision.
Article 6. SERVICES FEES
The fees for the Services shall be as set forth in Exhibit 1 (Services and Fees). All fees are exclusive of Japanese consumption tax, which shall be added where applicable.
DNK may modify the fees for the Services at any time. Any modified fees shall apply to new Customers subscribing to the Services after such modification becomes effective. For existing Customers, DNK shall provide at least [sixty (60)] days’ prior written notice of any subscription fee modification, and the modified fees shall take effect upon the first renewal of the subscription term following the expiration of such [sixty (60)] day notice period.
For recurring subscription fees, DNK shall charge Customer’s registered payment method (such as a credit card) monthly in advance. For non-recurring services (such as setup services), DNK shall either charge Customer’s registered payment method or issue an invoice to Customer, and Customer shall pay all invoiced amounts within [ten (10) business days] of the invoice date.
All fees paid are non-refundable, except as otherwise expressly provided in these Terms.
If Customer fails to pay any amount when due, such overdue amount shall accrue interest at the rate of twelve percent (12%) per annum, calculated from the due date until the date of actual payment.
Article 7. SUBSCRIPTION TERM AND TERMINATION
The subscription term of the Platform Service (the “Subscription Term”) commences on the date on which DNK notifies Customer that the Platform Service is available (the “Start Date”) and continues on a month-to-month basis, automatically renewing for successive one-month periods until terminated by either Party. Notwithstanding the foregoing, if DNK offers Customer a free trial period for the Platform Service a “Free Trial”, the Subscription Term for such Free Trial shall not automatically renew and shall automatically expire at the end of the Free Trial period unless Customer subscribes to the paid Platform Service.
Either Party may terminate the subscription at any time by providing notice to the other Party (or, in the case of Customer, by canceling the subscription in the manner prescribed by DNK). Upon such termination, the subscription shall remain active until the end of the then-current billing period, after which the subscription shall terminate. No refunds shall be provided for any prepaid fees. Notwithstanding the foregoing, non-recurring services, such as setup services, are non-cancelable once ordered, and Customer shall be obligated to pay all applicable fees regardless of whether Customer uses such services.
DNK may terminate the subscription and any other agreements relating to the Services immediately upon written notice to Customer in the event of any of the following:
Customer is in breach of any of these Terms;
Customer fails to make any payment due under these Terms;
A petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or any similar legal proceeding is filed with regard to Customer, except where such petition is manifestly groundless, or when such petition is filed voluntarily by the other Party; and
Customer’s major assets become subject to seizure, provisional attachment, injunction, garnishment, auction, or other enforcement measures that significantly hinder Customer’s ability to perform its obligations under these Terms.
Survival of Obligations Notwithstanding the termination or expiration of Subscription Term, regardless of the cause of such termination or expiration, any provisions that by their nature or terms are intended to survive such termination or expiration shall remain in full force and effect. This includes, but is not limited to, Articles 5 (RESTRICTIONS ON USE), 6 (SERVICES FEES), 8 (ATTRIBUTION OF RIGHTS), 10 (CUSTOMER DATA), 11 (CONFIDENTIALITY), 12 (NO WARRANTY), 13 (COMPENSATION FOR DAMAGES), 14 (LIMITATION OF LIABILITY), and 15 (GENERAL PROVISIONS).
Article 8. ATTRIBUTION OF RIGHTS
All proprietary rights, copyright (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan) and any other intellectual property rights and other rights in and to the Services and any derivative works modified or created based thereon (including, for clarity, any further Services development by DNK at Customer’s request) shall remain with DNK or its affiliates.
Customer shall not infringe DNK or its affiliates’ proprietary rights, intellectual property rights or other rights in the Services, and shall notify DNK without delay if Customer becomes aware of any infringement by a third party and shall actively cooperate with DNK to protect its rights.
All proprietary rights, copyright (including the rights set forth in Articles 27 and 28 of the Copyright Act of Japan) and any other intellectual property rights of the Customer Data shall belong to Customer, as between DNK and Customer.
Article 9. SUBCONTRACTING
DNK may, without Customer’s consent, subcontract all or part of its obligations under these Terms to its affiliate and any other third party (a “Subcontractor”). Notwithstanding any subcontracting, DNK shall remain fully responsible for the performance of the Services.
Article 10. CUSTOMER DATA
Data Ownership All Customer Data shall remain the exclusive property of Customer. Notwithstanding the foregoing or anything to the contrary in these Terms, and to the extent permitted under the Act on the Protection of Personal Information (“APPI”) and other applicable laws, DNK and its affiliates may use and disclose Customer Data as necessary to (i) operate, maintain, support, develop, and improve the Services and other services and products of DNK or its affiliates, including by developing and enhancing features and functionality using machine learning or artificial intelligence technologies, and (ii) create data, models, algorithms, embeddings, analyses, insights, outputs, and other materials or information based on or derived from Customer Data (“Derived Data”), provided that:
Customer Data is aggregated, anonymized, or otherwise de-identified to the extent reasonably practicable before such use or disclosure;
Such use does not result in the disclosure of Customer Data to any third party in a manner that identifies Customer or any individual; and
DNK implements appropriate technical and organizational safeguards designed to prevent unauthorized access, use, disclosure, or re-identification.
DNK or its affiliates shall own all rights, title, and interest in and to the Derived Data, provided that such Derived Data does not identify Customer or any individual or disclose Customer Data in a non-aggregated or non-anonymized form. DNK and its affiliates may retain, use, and disclose Derived Data for their business purposes, including after termination of the Subscription Term. For the avoidance of doubt, the Derived Data shall not be deemed to be Customer Data.
Security Measures DNK shall implement and maintain industry-standard security measures to protect the Customer Data from leakage, loss, damage, unauthorized access and modification.
Data Access Control Access to the Customer Data shall be strictly controlled and limited to those personnel who have a legitimate business need for such access. DNK shall ensure that all personnel who have access to the Customer Data are bound by confidentiality obligations no less restrictive than those set forth in Article 11 (CONFIDENTIALITY).
Data Breach Notification In the event of any leakage, loss, or damage of Customer Data or likelihood thereof, DNK shall:
Notify Customer without undue delay;
Cooperate with Customer in investigating the incident and taking measures to prevent further damage; and
Support Customer in reporting to the competent authorities and notifying the affected data subjects, as required under applicable law.
Data Subjects’ Rights It shall be Customer who is responsible for responding to any request to exercise rights or other inquiries from a data subject regarding personal data contained in the Customer Data. If DNK receives any such request or inquiry, it shall notify Customer without undue delay and provide reasonable assistance to Customer in responding to the data subject.
Data Retention and Deletion Upon termination or expiration of the Subscription Term, DNK shall securely delete all Customer Data without undue delay, unless otherwise required by law. Unless otherwise expressly agreed in writing by the Parties, DNK shall not be obligated to perform any migration or transition work with respect to the Customer Data, including transferring it to Customer’s systems.
Compliance with Laws DNK shall ensure that its handling of personal data contained in Customer Data complies with all regulations under the APPI, to the extent such regulations are applicable to DNK. Customer shall ensure that all actions and procedures required for the lawful provision of Customer Data to DNK, as well as the lawful processing of such Customer Data by DNK in accordance with these Terms or Customer’s instructions, have been completed, including, where applicable, providing the required notices to data subjects in accordance with the APPI.
Customer Representations and Indemnification Customer represents and warrants that it has the rights, consents, and lawful bases under the APPI to upload Customer Data, and has given any required notices to data subjects. Customer shall defend and indemnify DNK against any third-party, government, or tenant claims and costs (including reasonable legal fees) arising from Customer Data, Customer’s breach of these warranties, or any unlawful or unauthorized upload.
Article 11. CONFIDENTIALITY
Definition of Confidential Information In this Article 11, “Confidential Information” shall mean (i) terms and conditions of these Terms and (ii) all information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure; provided that any technical information regarding the Services shall be deemed as DNK’s Confidential Information; provided further that the Customer Data and Derived Data shall not be deemed as Customer’s Confidential Information and shall instead be subject to Article 10 (CUSTOMER DATA). Notwithstanding the foregoing, information set forth in item (ii) above does not include any information that (a) is or becomes generally known (or available) to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
Use and Disclosure Restrictions Each Party shall only use any Confidential Information provided or obtained from the other Party for purposes directly related to performing its obligations and exercising its rights under these Terms and as expressly permitted herein. Neither Party may disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that DNK may, without Customer’s consent, disclose Customer’s Confidential Information to its affiliates or to any Subcontractor that is subject to confidentiality obligations that are no less stringent than those set forth in this Article 11, to the extent necessary or appropriate to provide the Services. Notwithstanding the foregoing, either Party may disclose Confidential Information to the extent required by applicable laws, regulations, court orders, or governmental authorities, provided that the disclosing Party, to the extent legally permitted, gives prior written notice to the other Party and cooperates reasonably to limit the scope of such disclosure.
Compliance by Employees and Third Parties Each Party shall ensure that its officers and employees and any third parties with whom it has disclosed Confidential Information pursuant to paragraph 2 adhere to the confidentiality obligations under this Article 11. Each Party shall remain liable for any breach of these obligations by its officers and employees or such third parties.
Return of Confidential Materials Upon termination or expiration of these Terms, each Party shall promptly return all materials containing Confidential Information received from the other Party or permanently and irreversibly delete the Confidential Information, unless otherwise agreed in writing; provided, however, that the Receiving Party and its officers and employees and any third parties may retain copies of the Confidential Information (i) for the purposes of compliance with internal document retention policies or any applicable law, rules or regulations, or (ii) pursuant to any automatic back-up and archiving systems or the ordinary operation of electronic devices.
Term The obligations under this Article 11 shall remain in effect for the Subscription Term and for two (2) years after its termination, provided, however, that the Confidential Information retained pursuant to the preceding paragraph shall be subject to the confidentiality obligations under this Article 11 until such Confidential Information is permanently and irreversibly deleted.
Third Party Beneficiaries The confidentiality obligations under this Article 11 shall also cover Confidential Information relating to the subsidiaries or affiliates of the Disclosing Party. In the event of a breach of such obligations by the Receiving Party, the affected subsidiary or affiliate shall have the right to claim for damages directly under these Terms as a third-party beneficiary.
Non-Public Price Sensitive Information The Parties agree and acknowledge that the Receiving Party will not receive information hereunder that constitutes non-public price sensitive information with respect to a public company.
Article 12. NO WARRANTY
As Is Customer expressly understands and agrees that the Services are provided on an “as is” and “as available” basis, with all faults.
No Warranty DNK expressly disclaims all warranties, representations, and conditions, whether express, implied, or statutory, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, DNK does not warrant that: (i) the Services will meet Customer’s requirements (including with respect to quality, effectiveness, reputation, or other characteristics); (ii) the Services will be uninterrupted, timely, secure, or error-free; or (iii) any advice, results, or information (whether oral or written) obtained from the use of the Services will be accurate or reliable. No advice or information, whether oral or written, obtained from DNK or through the Services shall create any warranty not expressly set forth in these Terms.
Output Verification Certain outputs generated by the Platform are AI-generated. Customer is solely responsible for verifying all outputs before relying on them for any investment, financial, or business decision. DNK shall bear no responsibility for any loss or damage arising from Customer’s reliance on unverified outputs.
Article 13. COMPENSATION FOR DAMAGES
If a Party causes damage to the other Party due to a breach of these Terms, the breaching Party shall compensate the non-breaching Party for the damage incurred (including reasonable attorney’s fees); provided, however, that DNK’s liability is subject to limitations set forth in Article 14 (LIMITATION OF LIABILITY).
Article 14. LIMITATION OF LIABILITY
Disclaimer of Certain Damages Customer understands and agrees that in no event shall DNK be liable for any loss of profits, or revenue, or for indirect, incidental, special, or consequential damages, including, without limitation, damages or costs arising from loss of production or use, business interruption, or procurement of substitute goods or services, whether or not DNK has been advised of the possibility of such damages, and whether arising out of or in connection with these Terms or the Services, under any theory of liability, including, but not limited to, to the extent resulting from: (i) the use or inability to use the Services; (ii) any data, information, or insights obtained through the Services; or (iii) any other matter related to the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory.
Cap On Liability In any event, DNK shall not be liable to Customer for more than the total amount of the fees paid to DNK by Customer for the Services during the three-month period immediately preceding the act, omission, or occurrence giving rise to such liability; provided, however, that this limitation of liability shall not apply to losses arising out of or in connection with DNK’s gross negligence or willful misconduct.
Force Majeure Neither party shall be liable for any delay or failure in performance of its obligations under these Terms to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, earthquakes, floods, wars, terrorism, riots, governmental actions, labor disputes, pandemics, power outages, or failures of internet or telecommunications networks (collectively, “Force Majeure Events”). The affected party shall notify the other party of the occurrence of any Force Majeure Event without delay and shall use reasonable efforts to mitigate the impact of such event and resume performance as soon as reasonably practicable.
Article 15. GENERAL PROVISIONS
Amendments to these Terms DNK may modify these Terms if (a) such modification is in the general interest of Customer, or (b) such modification is not contrary to the purpose of the subscription or relevant agreements and is reasonable in light of the necessity of the modification, the appropriateness of the modified terms, the existence and content of provisions regarding such modifications, and other circumstances relating to the modification. DNK shall notify Customer of the modified terms and the effective date of the modification via email or the Services dashboard in advance. The modified terms shall become effective on the effective date specified in such notice. This provision shall be interpreted in accordance with Article 548-4 of the Civil Code of Japan.
Non-Assignment Neither Party may assign, transfer or pledge any or all of its rights or obligations under these Terms to any third party without the prior written consent of the other Party; provided, however, that DNK may assign the subscription and any other agreements relating to the Services and any rights and obligations thereunder to its affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without Customer’s consent. Notwithstanding the foregoing, DNK may assign any monetary claims arising under these Terms for which the payment due date has passed to a third party without Customer’s consent.
Governing Law and Jurisdiction These Terms shall be governed, construed and interpreted in accordance with the laws of Japan, without giving effect to principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply. The Tokyo District Court of Japan shall have exclusive jurisdiction for the first instance to determine any dispute arising from or in connection with these Terms.