Assured, Inc. (“we”, “our”, “us” or “Assured”) has set out the following Assured
Company Evaluation Service Terms of Use (“Terms”) for the use of the Contractor Company (as defined below) which register for the Assured Third-Party Security Assessment Service.
1. These Terms aim to stipulate the rights and obligations of the Contactor Company that has agreed to these Terms and that has entered into an Assured Use Agreement. These Terms shall apply to any and all relations concerning the use of Assured Third-Party Security Assessment Service between the Contractor Company and us.
2. The Contractor Company shall confirm that these Terms apply to any and all circumstances when they use Assured Third-Party Security Assessment Service, and that shall be provided Assured Third-Party Security Assessment Services upon acceptance and compliance with these Terms.
3. In addition to the services stipulated in these Terms, we may separately establish the terms for various services (which will be included in the definition of the Assured Third-Party Security Assessment Services) individually provided under the Assured Use Agreement. In this case, if there is any discrepancy between the contents of these Terms and the contents of the individual service terms (“Individual Terms”), the Individual Terms shall prevail.
4. In addition to the provisions of the preceding paragraph, we may separately establish a term regarding Assured Third-Party Security Assessment Services by posting on our website or by any other means that we deem appropriate. In this case, unless otherwise stated in the separate terms, the contents of the separate terms shall become part of these Terms.
1. We may amend these Terms and the Individual Terms, or establish guidelines and special terms concerning the use of various services (i) if the amendment is in conformity with the interests of the Contractor Company or (ii) if the amendment is not inconsistent with the objectives of the Assured Use Agreement and is reasonable in light of the circumstances concerning the amendment (collectively “Amendment of These Terms”).
2. If we decide to make an Amendment to These Terms, we shall notify the Contractor Company in advance that we will make an amendment, as well as the effective date and contents of such amendment, by posting the amendments on Assured System or by any other means that we deem appropriate.
3. If the Contractor Company uses Assured Third-Party Security Assessment Services after being notified of any Amendment of These Terms set forth in the preceding paragraph, it shall be deemed that the Contractor Company has consented to all matters set forth in the Amendment of These Terms.
We may amend the content of Assured Third-Party Security Assessment Services to the extent deemed reasonable in light of the Assured Use Agreement.
1. If we notify the Contractor Company in connection with Assured Third-Party Security Assessment Services, we may do so in a manner that we deem appropriate, such as posting on our website, sending e-mails to the e-mail address of the Contractor Company registered in Assured System.
2. If the delivery of the e-mail to the e-mail address of the Contractor Company registered in Assured Third-Party Security Assessment System failed because the Contractor Company did not conduct notification specified in Paragraph 1 of Article 25, the notification to the Contactor Company shall be deemed to have been delivered, and in this case, we may stop sending notifications to such e-mail address.
1. When a company wishes to register its Security Information in Assured or it has accepted the consultation of Assured’s Security Information from us (“Applicant”), the Applicant shall apply for the Assured Use Agreement by agreeing to all the content of these Terms and completing an online form specified by us on the registration application screen provided by us.
2. When applying for the Assured Use Agreement set forth in the preceding paragraph, the Applicant shall submit clarification materials upon our request.
3. In response to the application under Paragraph 1 herein, we shall notify the Applicant of the ID/password required for the use of Assured Third-Party Security Assessment Service (“Admin IDs”) by e-mail, written notice, Assured System notice, or in any manner that we deem reasonable. The Assured Use Agreement becomes effective upon the notification of such Admin IDs. However, if the Applicant failed to satisfy the transaction requirement specified by us, we may cancel the Assured Use Agreement only within two weeks after the application is made.
The term of Assured Use Agreement shall continue as long as the Contractor Company registers its Security Information on Assured System. However, the Contractor Company may cancel the Assured Use Agreement by voluntarily deleting the registration of its Security Information at any time.
1. Unless otherwise provided in these Terms, the Contractor Company with effective Admin IDs under the Assured Use Agreement may use Assured System.
2. The Contractor Company shall, at its responsibility, strictly control Admin IDs so that they will not be used by any third party. The Contractor Company shall assume all the responsibility for any actions taken on Assured using the Admin IDs of the Contractor Company, regardless of whether such actions are performed by the Contractor Company.
1. The Contractor Company shall register its Security Information in Assured System by undergoing an Assessment (including, but not limited to, the completion of the Check Sheet) promptly after issuing the Admin IDs.
2. The Contractor Company has the right to grant access to the Security Information registered in Assured System when requested by the User Company to view and use it (the right to access and use is referred to as the “Access Right”). However, in the event the Contractor Company does not make the decision of whether to grant access within a reasonable period, it shall be treated as having refused to grant the access.
3. If the Contractor Company grants the Access Right as set forth in the preceding paragraph, the licensed User Company shall be entitled to view and use the Security Information in accordance with the terms and effective period stipulated in the application form, Terms, and/or the Individual Terms. In this case, the User Company’s Access Rights may be renewed.
4. If the Contractor Company revokes the grant of such Access Right after granting Access Right to a particular User Company, it shall apply for the revocation of Access Right on Assured System in the manner prescribed by us, and such Access Right shall be revoked accordingly. However, the Security Information that was available to the User Company at the time of revocation may still be viewed even after the revocation.
5. If the Contractor Company does not grant the Access Right under Paragraph 2 of this article, the User Company will not be able to view or use the Security Information.
1. The Contractor Company must report to our Assessment on a factual basis and register as objective and accurate Security Information as possible.
2. The Contractor Company must update their Assessment including the Check Sheet to keep it up to date as soon as circumstances that affect or change the Security Information registered in Assured System occur.
3. Notwithstanding the provisions of the preceding two paragraphs, if the Security Information registered in Assured System lacks accuracy or timeliness, the Contractor Company shall be responsible for the liability arising from therein, and we shall not be liable to the User Company or any other third parties.
1. The Contractor Company may publicly announce that Security Information is registered in Assured System to indicate externally that their security level is secured. In doing so, the Contractor Company may use Assured’s trademarks, logos, URL of landing page for Limited Access User Companies (“Assured Trademarks”) by posting them on their websites, sales materials to the extent provided in the following paragraph.
2. We may specify the content of Assured Trademarks available to the Contractor Company and the manner of use thereof, and the Contractor Company shall comply therewith. The details of Assured Trademarks and the manner of use thereof shall be posted on Assured System or communicated in a manner designated by us.
1. Copyright or any other rights related to Assured System, Check Sheets, Security Information, software, content, manuals (“Software”) that provided or built by us concerning Assured Third-Party Security Assessment Service shall belong to us or the legitimate owner who granted such rights to us.
2. Except for those expressly granted in Assured Use Agreement, the conclusion of Assured Use Agreement does not license the application, use, or utilization of the intellectual property rights held or controlled by us, that means copyrights, patent rights, utility model rights, trademark rights, design rights, including the right to acquire such rights or to apply for registration of such rights, and the same shall apply hereinafter. In addition, except as set forth in the preceding article, the Contactor Company may not use the trademarks (including the service marks) held by us without permission.
3. The Contractor Company may not reproduce, modify, adapt, analyze, decompile, disassemble, reverse engineer or perform any other similar acts concerning the Software without our prior written consent, and shall not have any third party to do so.
In addition to the acts prohibited by other provisions of these Terms, the Contractor Company shall not engage in any of the following acts concerning the Assured Use Agreement;
(1) Acts that infringe or may infringe upon the property, privacy, portrait rights, intellectual property rights, or other rights of any third party or ours;
(2) Acts that damage the fame or reputation of any third party or ours;
(3) Acts that cause or may cause demolition, destruction, theft of Assured System or data stored in Assured System;
(4) Disclosure, leakage to, or unauthorized use of Admin IDs by a third party, including Contractor Company’s subsidiaries, parent companies, or affiliated companies;
(5) Acts that overload the network or system of Assured System;
(6) Collection of information related to Assured Third-Party Security Assessment Service or Security Information of Contractor Companies registered in Assured Systems for purposes other than Assured Use Agreement;
(7) Acts that are used for the purpose of designing, developing, and selling systems, products, and services similar to or competing with Assured Third-Party Security Assessment Service (including having third parties to do so);
(8) Acts that interfere with or may interfere with the third party’s use of the Assured System
(9) Acts that result in the input of the material and information (including but not limited to check sheets) obtained through the Assured Third-Party Security Assessment Service into any generated artificial intelligence system for the purpose of training, development or improvement of such artificial intelligence system;
(10) Other acts that are considered the same or similar to the acts prescribed in the preceding items.
1. The Contractor Company shall pay a service fee to us per the indication on Assured System and the manners set forth in these Terms and applicable Individual Terms.
2. If the Contactor Company fails to pay the service fee by the date specified in our invoice, the Contractor Company shall pay the unpaid amount together with the delay damages stipulated in the Civil Code of Japan calculated from the following date of the due date.
1. The Contractor Company shall keep strictly confidential the information concerning the specifications of Assured Third-Party Security Assessment Services (not including the factual content reported by the Contractor Company in response to an assessment conducted by us), data and information including Security Information registered in Assured System, documents concerning Assured Third-Party Security Assessment Services (including contracts, proposals, quotations, purchase orders, invoices and any other relevant documents.) and any other information that specified by us as confidential, and shall not use such information for any purpose other than the performance of Assured Use Agreement, and shall not disclose or divulge such information to any third party without our prior written consent.
2. We will strictly maintain the confidentiality of any information specified by the Contractor Company as confidential and Security Information registered with Assured, and will not use such information for any purpose other than the performance of Assured Use Agreement, and will not disclose such information to any third party without the prior consent of the Contractor Company.
3. The provisions of the preceding two paragraphs shall not apply to the information specified in each of the following items.
(1) Information already in possession at the time of disclosure
(2) Information legitimately obtained from a third party after disclosure without any obligation of confidentiality
(3) Information already in the public domain at the time of disclosure
(4) Information that has become publicly known through no fault of the receiving party after disclosure
(5) Originally developed information
4. Notwithstanding the provisions of Paragraphs 1 and 2, if the disclosure of confidential information is required under laws and regulations, the Contractor Company and we may disclose such confidential information to the minimum extent necessary after giving prior notice to the other party and taking measures to protect confidentiality as much as possible.
5. Notwithstanding the provisions of Paragraph 2, for purposes of operating our business, we may disclose and provide the existence of Assured Use Agreement and the transaction history between the contracting party and us ("Contract Information") to our group companies (meaning our affiliated companies and companies having the same parent company as us; hereinafter the same), and such group companies may use the Contract Information within the scope of such purpose. In this case, we will be responsible for the use of the Contractual Information by our relevant group company.
6. Notwithstanding the provisions of Paragraph 2 above, we may disclose confidential information to a subcontractor engaged in providing the Assured Third-Party Security Assessment Services (if deemed necessary at our sole discretion) without obtaining prior consent from the Contractor Company to the extent necessary for the purpose of performing such subcontract. However, in such cases, we shall ensure that the subcontractor is subject to the same standard of confidentiality obligations as are required to be complied by us under this Article 15.
1. We may back up the data entered by the Contractor Company in the application form when using Assured or into Assured System (“Contractor Company Data”) for the purpose of maintaining and managing Assured Third-Party Security Assessment Service, and may use it for the purpose of providing, maintaining, and improving Assured Third-Party Security Assessment Service.
2. Assured Third-Party Security Assessment Service is provided under the security measures as much as possible by us. However, in the event of any damage to the Contractor Company Data or Security Information of the Contractor Company due to malicious acts by a third party, we shall not be liable for such damages, including, without limitation to, restoration or compensation for damages.
1. Except for the circumstances prescribed in this article, we will acquire and use personal information contained in the Contractor Company Data only for the purpose of providing and maintaining Assured Third-Party Security Assessment Service.
2. We may freely use personal and corporate information contained in the Contractor Company Data and record of use of Assured Third-Party Security Assessment Service by the Contractor Company and individuals as statistical information after proper processing to prevent identification of a particular individual or company, and the Contractor Company agrees to such use.
3. In addition to the preceding two paragraphs, we may handle the personal information of the Contractor Company obtained through Assured Third-Party Security Assessment Service as stated in our Personal Information Policy.
1. Except to the extent that any loss is caused solely by our (a) willful misconduct or (b) gross negligence deemed equivalent to willful misconduct, we shall not be liable for any damages, losses, expenses or any other liability, whether direct or indirect, incurred by the Contractor Company in connection with or arising from the Assured Third-Party Security Assessment Service. Such damages, losses, expenses or liability include, but are not limited to, hardware or software corruption or malfunction, alteration or deletion of registered data, suspension of application functions, or malfunctions due to excessive server load. It is hereby clarified that we shall not be liable regardless of the type of losses, damages, expenses or other liability, including ordinary losses, special losses, consequential losses, or indirect losses, and this shall also apply to loss of profits on the part of the Contractor Company and / or losses arising from claims by third parties.
2. Notwithstanding the cause or nature of the claim, our total liability to the Contractor Company shall be limited to the actual service fees paid by the Contractor Company to us in the fiscal year during which the initial damage occurred (or, in the case of an applicant who did not ultimately enter into a contract, the annual service fee stated in the application form).
3. In the event that we incur any direct or indirect losses or damages on account of or in connection with a breach of the Terms by the Contractor Company, the Contractor Company shall indemnify and hold us harmless, promptly upon demand, from all such losses (including but not limited to attorney’s fees), regardless of whether the Assured Use Agreement has been executed and regardless of whether or not such agreement has been terminated.
1. We do not make any warranty concerning the following situations or assume any liability for troubles, handling of troubles, or damages caused by any of the following situation’s items and any situation prescribed in any other provision of these Terms:
(1) Assured Third-Party Security Assessment Service has the function expected by the Contractor Company regardless of our service’s environment or the Contractor Company’s environment.
(2) The use of the Assured Third-Party Security Assessment Service by the Contractor Company complies with the laws and regulations applicable to the Contractor Company or the internal rules of the industrial organization.
(3) Completeness, certainty, and usefulness of information and data including Security Information that Contractor Company obtained through Assured Third-Party Security Assessment Service.
2. We shall not be liable for any damages incurred by the Contractor Company due to the loss or leakage of data by the Contractor Company or the use of Assured Third-Party Security Assessment Service other than the intended purpose for which Assured Third-Party Security Assessment Service is provided.
3. We shall not be liable in any way other than as provided herein for damages to the Contractor Company arising in connection with the delay, suspension, modification, cessation, cancellation of the Assured Third-Party Security Assessment Service, or loss, leakage of the information and data including the Security Information registered or provided.
4. We do not guarantee that Assured Third-Party Security Assessment Service is compatible with all the information terminals. The Contractor Company acknowledges in advance that there is a possibility that bugs may occur during the operation of Assured Third-Party Security Assessment Service due to the operating system of the information terminal used for Assured Third-Party Security Assessment Service or version update of the browser. In the event of such bugs, we will endeavor to resolve such bugs by correcting the program, but we shall not be liable for such bugs.
5. We are not responsible for the condition of communication networks that are not under our control or equipment that does not belong to us, including circumstances of natural disasters.
Without prior notice to the Contractor Company, we may temporarily suspend or cease all or part of Assured Third-Party Security Assessment Service in the event of any of the following circumstances. However, except for emergent situations, we shall notify the suspension or cessation of Assured Third-Party Security Assessment Service in advance.
(1) Regular maintenance
(2) In the event of inevitable circumstances, such as emergency maintenance, equipment maintenance, failure correspondence, etc.
(3) If the Assured System is heavily loaded due to excessive access to Assured Third-Party Security Assessment Service or other unexpected reasons
(4) When it is necessary to safeguard the Contractor Company or the security of the Contractor Company
(5) In the event of natural disasters including earthquake, typhoon, flood, tsunami, or any other emergencies, or the occurrence of such risks, making it difficult to continue providing Assured Third-Party Security Assessment Service.
(6) Where the telecommunications carrier has suspended telecommunications services.
(7) If we determine that the provision of Assured Third-Party Security Assessment Service should be suspended for operational or technical reasons
1. Where the Contractor Company falls under any of the following circumstances, we may suspend the provision of all or part of Assured Third-Party Security Assessment Service to the Contractor Company without prior notice:
(1) When it is found that the information or Security Information of the Contractor Company registered with Assured is defective or contrary to the fact or is in such doubt.
(2) When there are changes specified in Paragraph 1 of Article 25, and the Contractor Company did not conduct the notification procedure for such changes.
(3) If the Contractor Company fails to repay liability to us, or we determine that the Contractor Company’s credit status deteriorated significantly and there is the risk of non-performance.
(4) If the Contractor Company breached Assured Use Agreement or these Terms, or we determine that there is a risk of such breach.
(5) If the Contractor Company’s location is unknown or is out of contact.
(6) In the event of a seizure, collection of tax delinquency, petition for bankruptcy, civil rehabilitation, corporate reorganization, corporate consolidation, special liquidation, or voluntary petition.
(7) In the event of being suspended from trading at the clearinghouse or subject to seizure or collection of tax delinquency.
(8) Other acts that are considered to be the same as or similar to the acts prescribed in the preceding items.
2. We shall not be liable for any damages to the Contractor Company caused by the suspension of Assured Third-Party Security Assessment Service.
1. If the other party breaches these Terms and Assured Use Agreement, the Contractor Company or we may terminate Assured Use Agreement upon two weeks prior notice and demand for performance.
2. Notwithstanding the preceding paragraph, if we determine that the Contractor Company falls under any of the items in Article 20, we may terminate the Assured Use Agreement, regardless of whether notice or demand for performance is given to the Contractor Company.
1. We have the right to abolish any or all of Assured Third-Party Security Assessment Services at any time. Under these Terms and any applicable provisions, we shall not be liable for any damage caused to the Contractor Company or any other third parties as a result of such abolition.
2. In the event of the abolition of any or all of Assured Third-Party Security Assessment Services, we will notify the Contractor Company not less than three months before abolition. Such abolition shall take effect from the time such notice is delivered to the Contractor Company.
3. If the service is abolished due to unforeseen reasons or unavoidable reasons such as laws and regulations, natural disasters, etc., and if three months of prior notice is not possible, we shall promptly notify the Contractor Company after the abolition.
The Contractor Company may not assign, pledge rights and status under Assured Use Agreement, such as the right to receive the provision of Assured Third-Party Security Assessment Service to a third party, or otherwise establish third-party rights without our prior consent.
1. The Contractor Company shall promptly notify us of any changes of the following circumstances per the manner designated by us.
(1) When intending to change the address or location.
(2) When intending to change the trade name or commercial name.
(3) When intending to change the representative or business owner.
(4) When intending to change the registered telephone number or e-mail address of the Contractor Company in the Assured Use Agreement.
2. In the event of notification of changes, the Contractor Company shall submit clarification materials designated by us if we deem necessary.
1. Each of us and the Contractor Company represents and warrants to the other party that neither we / it nor our / its representatives, responsible persons, or individuals with substantial control over management over us / the Contractor Company are members of any Anti-Social Forces (Anti-Social Forces means organized crime groups, members of organized crime groups, individuals who ceased to be members of organized crime groups within the past five years, associate members of organized crime groups, companies affiliated with organized crime groups, corporate racketeers, groups engaging in criminal activity under the guise of social movements, or special intellectual violence groups, and other similar entities), and further warrant that neither us nor the Contractor Company shall take any action which would result in our categorization Anti-Social Forces as defined in these Terms in future.
2. Each of us and the Contractor Company warrants to the other party that we / it shall not undertake any of the following acts, or any other action which would result in or have the same effect as the following acts:
(1) Making demands by means of violence;
(2) Making unjust or unreasonable demands which are not required under any law to us;
(3) Using threatening behavior or violence in connection with any transactions undertaken by or on behalf of us / it;
(4) Spreading false rumors, using fraudulent means, or using force to damage the other party's credibility or interfere with their business operations;
(5) Having, inducing, allowing or assisting a third party which is Anti-Social Forces engage in the acts listed under paragraphs (1) to (4) whether or not on our behalf and whether or not such act results in any tangible benefits to us;
(6) Providing funds to Anti-Social Forces under any pretext;
(7) Conducting transactions with a third party knowing that such party is an Anti-Social Force;
(8) Having, inducing, allowing or assisting representatives or other person engage in, or assist in any criminal acts or acts which are contrary to public order and morals; and
(9) Any other person who engages in conduct of a similar nature as outlined above.
3. Each of us and the Contractor Company shall immediately notify the other party in case of any breach of or non-compliance with or risk of breach of or non-compliance with the representations and warranties set out in Paragraph 1 by any party which comes to our / its knowledge, or engage in any of the acts listed in the preceding paragraphs.
4. Each of us and the Contractor Company agree to cooperate in investigations conducted by the other party regarding their potential relationships with Anti-Social Forces and respond to any reasonable and objective requests from the other party.
5. If either us or the Contractor Company undertake any action which results in or a breach of or non-compliance with any of the provisions in the preceding paragraphs, then the non-defaulting party may terminate all contracts entered into between us and the Contractor Company without prior notice.
6. Neither us nor the Contractor Company shall bear any liability for damages incurred by the other party as a result of the termination of the contracts under the preceding paragraph.
1. We will not refund any payment that we have received upon the termination of the Assured Use Agreement.
2.If there are any of our outstanding credits against the Contractor Company at the time of termination of Assured Use Agreement, such unpaid debts shall become due and payable, and the Contractor Company shall promptly make the payment per our request.
3. The standard for calculating the amount of outstanding credits shall follow the Terms and, if not provided for in the Terms, shall be paid in accordance with our instructions.
In the event of termination of Assured Use Agreement, from the day following the date of termination of Assured Use Agreement, we may delete all the registered information of the Contractor Company and all the information provided by us to the Contractor Company. However, we may retain the Security Information at the time of the termination of the Assured Use Agreement. The Contractor Company shall download the necessary information on its responsibility by the termination date of the Assured Use Agreement and we shall not provide the information after the termination date.
If any provisions of these Terms, or any part thereof, is held to be invalid or unenforceable, the remaining provisions of these Terms (other provisions and sections that are not held invalid or unenforceable) shall not be affected and shall continue in full force and effect thereafter.
If the business relating to Assured Third-Party Security Assessment Service is transferred to a third party, upon the transfer of such business, we may transfer the status as the operator of Assured Third-Party Security Assessment Service, the status under these Terms and Assured Use Agreement, the rights and obligations under these Terms and Assured Use Agreement, as well as the registered information and other information of the Contractor Company to the transferee. The Contractor Company of Assured Third-Party Security Assessment Service shall agree in advance to the transfer of the status as the Contractor Company, the status under these Terms, the rights and obligations under these Terms and Assured Use Agreement, and the transfer of the registered information and other information of the Contractor Company.
1. We may outsource all or part of the services related to the provision of Assured Third-Party Security Assessment Service to a third party at our own expenses and responsibility, without obtaining the approval of the Contractor Company.
2. If we outsource the services to a third party per the preceding paragraph, we shall impose on the subcontractor, equivalent obligations as are imposed on us under these Terms and shall continue be liable for any breaches of such obligations by the subcontractor.
1. These Terms, Assured Use Agreement, and the relationship between the Contractor Company and we shall be governed by the laws of Japan.
2. The Tokyo District Court shall be the exclusive jurisdictional court for the first instance in the event of any litigation concerning these Terms, Assured Use Agreement, or Assured Third-Party Security Assessment Service.
Drafted on April 1, 2025
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