These DNK Data Manager Terms of Service (these “Terms”) set 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 accepting these Terms during registration or otherwise 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.
1. Platform Service. Data Manager (the “Platform”) is a platform for managing property management reports (PMRs) and related data. The features included in Customer’s subscription and any separately priced services are as described on DNK’s website when Customer subscribes to or orders the relevant Services, or in the applicable agreed order form, subject to Article 6 and Exhibit 1. Subsequent changes to the Services are governed by paragraph 3 of this Article.
2. 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.
3. Modification and Termination. DNK may revise, modify or discontinue any part of the Services. Where reasonably practicable, DNK will give advance notice of changes that materially reduce the functionality of Customer’s subscribed Services.
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:
(1) “Customer Data” collectively refers to (i) PMRs and any other data uploaded or inputted into the Services by or on behalf of Customer, including authorized submissions by property managers, and (ii) customer-specific output data generated through the Services, including standardized data, reports, and exports. Customer Data excludes DNK’s software, algorithms, general reporting methods, and Derived Data meeting the requirements of Article 10. Customer’s ownership does not transfer any underlying intellectual property rights of DNK or any third party.
(2) “Property Management Report” or “PMR” refers to property management reports in Excel format created for each property.
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:
(1) Period The Use Right shall become effective on the Start Date, as defined in Article 7 (SUBSCRIPTION TERM AND TERMINATION), 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.
(2) Terms. The Use Right permits Customer and its authorized users to access and use the Services, including submitting reports and sharing Customer Data with other registered users through the Services’ available functionality, subject to applicable subscription terms and access permissions. Any other third-party access or use requires DNK’s prior written consent.
1. DNK shall provide Customer with user accounts (“User Accounts”) for access to and use of the Services.
2. 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.
3. 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.
4. Authorized Sharing Customer controls invitations and access permissions for its environment and is responsible for having the rights and authority required to collect, process, and share Customer Data, including submissions by property managers and disclosures to buyers, brokers, lenders, advisers, and other authorized counterparties. Such authorized activities do not require separate written approval from DNK.
5. Data Room Recipients Each recipient must create its own DNK environment and accept these Terms before accessing PMRs. A recipient shall access and use shared reports and data only within the permissions granted and for the business purpose authorized by the sharing customer, keep non-public reports and identifiable data confidential, and not disclose or share them onward without that customer’s authorization or a legal requirement. These recipient obligations apply regardless of whether the recipient pays for Services, continue after access is revoked for so long as the information remains non-public, and benefit the customer that shared the data. A recipient shall ensure its authorized personnel comply with these obligations. Customers may revoke access through available controls, but revocation cannot retrieve copies already downloaded or lawfully transferred to another environment. Such copies remain subject to applicable confidentiality and permitted-use obligations.
6. Property Handovers Customer may use the Services’ authorized handover functionality to transfer selected reports and standardized data to a buyer’s DNK environment when a property sale closes, while retaining its own copy. Customer is responsible for authority to make the transfer, including required third-party rights and data-protection notices or consents. The receiving customer must accept these Terms and is responsible for its subsequent use and handling of the transferred data. A handover does not transfer DNK’s intellectual property or assign the transferring customer’s subscription.
1. Prohibited Act
2. 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 shall give reasonable advance notice of scheduled maintenance, updates, or repairs where practicable. DNK may also suspend, interrupt, or limit access to all or any part of the Services, on shorter notice or without prior notice where reasonably necessary, (a) to perform 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.
1.The subscription fees, per-PMR usage rates, and separately priced Services shall be those displayed at https://dnk.co/pricing/ and presented to Customer when Customer subscribes to or orders the relevant Services, those specified in Exhibit 1 for the relevant optional service, or those set forth in an order form agreed between the Parties. An agreed order form prevails over public pricing and Exhibit 1 to the extent of any conflict. Subsequent website updates do not by themselves change fees already agreed with an existing Customer; paragraph 2 governs those changes. Exhibit 1 sets out certain optional services and their fees. All fees are exclusive of Japanese consumption tax, which shall be added where applicable.
2. 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 modification to subscription fees or per-PMR usage rates, 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. Customer may cancel before the modified fees take effect in accordance with Article 7. Any required payment authorization shall be obtained before charging the modified fees.
3. All payments shall be processed by credit card or bank transfer through DNK’s designated payment provider. Base subscription fees shall be billed monthly in advance, and usage charges for successfully processed PMRs shall be billed monthly in arrears. Credit card payments shall be charged automatically when due. Stripe invoices payable by bank transfer, including invoices for separately ordered setup services, shall be paid within ten (10) business days of the invoice date. This invoice payment period does not defer automatic credit card charges. Non-recurring service fees shall be charged or invoiced through Stripe as agreed when ordered. Outstanding usage charges remain payable after cancellation or termination and shall be included in a final bill.
4. All fees paid are non-refundable, except as required by applicable law or otherwise expressly agreed by the Parties or provided in these Terms. DNK shall correct billing errors by an appropriate adjustment, credit, or refund.
5. 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.
6. Billable PMRs One usage charge applies to each property report for a reporting period that is successfully processed through the Services, whether uploaded by Customer or an authorized property manager. Failed uploads, duplicate submissions, and corrections or replacements of the same property report for the same reporting period do not incur an additional PMR charge. Trial uploads are not chargeable. The applicable rate is determined under paragraphs 1 and 2, and billing errors shall be corrected under paragraph 4.
1. 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, DNK offers a fourteen (14) day free trial beginning when DNK makes trial access available to Customer (the “Free Trial”). The Free Trial includes all product features and unlimited PMR uploads at no charge, excluding custom API/data-piping setup and development work. The Free Trial does not automatically convert to a paid subscription and expires at the end of the trial period unless Customer affirmatively subscribes to paid Services. No subscription or PMR usage charges shall arise from use during the Free Trial. If Customer subscribes, the paid monthly billing period begins when paid access commences.
2. 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. Access shall continue through the end of that paid billing period, subject to any suspension or immediate termination permitted under these Terms. No prorated refund shall be provided for prepaid fees, except as required by law or expressly agreed. Customer remains responsible for usage charges incurred before access ends. If a Free Trial expires without a paid subscription, access ends at trial expiry. 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.
3. 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:
4. 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 4, paragraphs 4 through 6 (authorized sharing, Data Rooms, and handovers), 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).
1. 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. These rights include DNK’s software, algorithms, and general reporting methods, but do not transfer ownership of Customer Data, including customer-specific standardized outputs and exports, to DNK.
2. 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.
3. 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.
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.
1. Data Ownership All Customer Data shall remain the exclusive property of Customer. Subject to the safeguards in this Article and Article 11, 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:
DNK or its affiliates shall own all rights, title, and interest in and to Derived Data, provided that it does not identify Customer or any individual or disclose identifiable Customer Data. Customer-specific standardized data, reports, and exports remain Customer Data. DNK and its affiliates may retain, use, and disclose anonymized copies of Customer Data and Derived Data for product improvement, AI development, and aggregated benchmarks or analytics, including after termination of the Subscription Term, without attempting to re-identify Customer or any individual. Retention and deletion of identifiable Customer Data remain subject to paragraph 6.
2. Security Measures. DNK shall implement and maintain industry-standard security measures to protect Customer Data from leakage, loss, damage, unauthorized access and modification. Further information about DNK’s security practices is available at https://dnk.co/why-dnk/security/.
3. 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).
4. Data Breach Notification In the event of any leakage, loss, or damage of Customer Data or likelihood thereof, DNK shall:
5. 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.
6. Data Retention and Deletion. Customer is responsible for exporting Customer Data before its access ends. Upon termination or expiration of the Subscription Term, DNK shall securely delete Customer Data without undue delay, except for anonymized data retained under paragraph 1, records required by law, and routine backup copies retained under DNK’s backup-retention policies and protected under these Terms. Termination does not require deletion of copies lawfully shared or transferred to another customer’s DNK environment, which remain subject to these Terms and applicable law. Unless otherwise expressly agreed in writing, DNK shall not be obligated to provide migration or transition assistance.
7. 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.
8. Customer Representations and Indemnification Customer represents and warrants that it has the rights, consents, and lawful bases under the APPI to upload, process, share, and transfer Customer Data as authorized under these Terms, 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.
1. Definition of Confidential Information In this Article 11, “Confidential Information” shall mean (i) privately negotiated contract terms, agreed order forms, and non-public pricing 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 customer reports and identifiable Customer Data shall be Customer’s Confidential Information, subject to the permitted uses and disclosures in Article 10 and authorized sharing and handovers under Article 4. Publicly available standard Terms are not Confidential Information. Anonymized copies and qualifying Derived Data meeting Article 10’s requirements are subject to that Article’s permitted retention and use provisions. 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.
2. 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 or carry out the uses expressly permitted by Article 10, subject to its safeguards. 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.
3. 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.
4. Return of Confidential Materials Except that retention and deletion of Customer Data are governed by Article 10, paragraph 6, 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.
5. 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. The obligations relating to customer reports and identifiable Customer Data shall continue for as long as such information is retained, subject to authorized sharing and handovers under Article 4.
6. 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.
7. 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.
1. As Is Customer expressly understands and agrees that the Services are provided on an “as is” and “as available” basis, with all faults.
2. 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.
3. 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. Nothing in this Article overrides DNK’s express security, confidentiality, or data-handling obligations under these Terms. Article 14 continues to govern the limitations of liability.
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).
1. 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.
2. 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.
3. 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.
1. 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. Changes to fees remain subject to Article 6. 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.
2. 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.
3. 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.
4. Order of Precedence An order form expressly agreed between the Parties prevails over these Terms and public pricing to the extent of a conflict concerning the Services covered by that order form. These Terms govern billing mechanics and changes to existing agreed fees unless the order form expressly provides otherwise. References to public pricing do not permit retroactive changes to agreed charges.
5. Language Where DNK issues a Japanese version of these Terms following legal review, the Japanese version shall prevail over the English version to the extent of any inconsistency. Until such Japanese version is issued, this English version governs.
1. Data Manager Platform Service
The Platform Service is provided on a monthly subscription basis with per-PMR usage charges and unlimited seats, without an additional fee for each user. Applicable prices are stated at https://dnk.co/pricing/ or in an agreed order form, as provided in Article 6. Base subscription fees are billed monthly in advance and PMR usage monthly in arrears. No subscription or usage fees are charged during the fourteen (14) day Free Trial described in Article 7. Separately priced Services are described below.
2. Option Services
DNK may offer additional features, integrations, or services separately from the base subscription. Their scope and any recurring, setup, or development fees are as specified in this Exhibit, described on DNK’s website when ordered, or set forth in the applicable agreed order form, subject to Articles 1 and 6. Customer must request separately priced Services in the manner prescribed by DNK, and the order becomes effective upon DNK’s acceptance.
| Services | Price | |
|---|---|---|
| Data Piping | Data Piping is an optional service that provides Customer with API access to the Platform, enabling Customer to retrieve Customer Data and use such data in Customer’s own systems or repositories. | This service is provided on a subscription basis at US$500 per month, with a one-time setup fee of US$1,500. |