S/PASS Terms of Service

These Terms of Service (these "Terms") set forth the conditions for use of the event reception system "S/PASS" (the "Service") provided by Stats Inc. (the "Company"). To use the Service, you must agree to all of these Terms.

Last updated: 2026-10-13 (v2.1)

Effective date of v2.1: 2026-11-13. Until then, v2.0 (established 2026-05-19) applies. Please see the revision history at the end for the details of the revisions. This revision accompanies the change to the billing model (pay-per-event purchase of Event Slots) and the provision of the Member feature and the email text editing feature.

Article 1 (Definitions)

In these Terms, the following terms have the meanings set forth below.

1. Service: the event reception system "S/PASS" provided by the Company and all services incidental thereto
2. User: a corporation or individual that agrees to these Terms and uses the Service (including in its capacity as an event organizer)
3. Participant: a prospective event attendee whom a User registers in the Service
4. Account: the identification information that a User registers in order to use the Service
5. DPA: a data processing agreement concerning the handling of personal information that may be separately concluded between the Company and a User
6. Member: a person whom a User has invited by the method prescribed by the Company and to whom the User has granted operating permissions (edit or view) for the User's Account or for an individual event
7. Event Slot: the right of use required to run one event. Each Event Slot is subject to a maximum number of registered guests set by the Company

Article 2 (Application of These Terms)

1. These Terms apply to all relationships between Users and the Company concerning the use of the Service.
2. The individual guidelines posted by the Company on the Service from time to time, the Privacy Policy, and the DPA also form part of these Terms.
3. In the event of any conflict between these Terms and the individual guidelines, etc., the following order of precedence applies: any individual written agreement, the DPA, these Terms, and then the individual guidelines.

Article 3 (Account Registration)

1. A User registers an Account by providing the required information by the method prescribed by the Company.
2. Where a corporation registers, the person carrying out the registration procedure warrants that they have legitimate authority to represent or act on behalf of that corporation.
3. Registration information must be kept accurate and up to date at all times.
4. The Company may refuse or cancel a registration in any of the following cases:
   • Where false information has been registered
   • Where the applicant has previously had their use suspended due to a violation of these Terms or the like
   • Where the applicant falls under Anti-Social Forces as defined in Article 13
   • Where the registration is made by an individual under 18 years of age
   • Any other case where the Company deems the registration inappropriate

Article 4 (Account Management)

1. Users shall manage their Account information on their own responsibility.
2. Transferring, lending, or sharing passwords with any third party is prohibited.
3. The Company strongly recommends setting up multi-factor authentication (MFA).
4. If an Account is used without authorization, the User shall promptly notify the Company.
5. Any act performed through an Account shall be deemed an act of the holder of that Account.
6. A User may, by the method prescribed by the Company, invite Members and grant them operating permissions for the Account or for individual events. Any act performed by a Member on the Service shall be deemed an act of the User, and the User is responsible for having its Members comply with these Terms. Inviting Members and changing and removing their permissions shall be done at the User's own responsibility.

Article 5 (Fees and Payment)

1. Fees for the Service are as set forth in the fee schedule separately established by the Company. Unless otherwise indicated, prices in the fee schedule are tax-inclusive total amounts that include consumption tax and local consumption tax.
2. The Service has the following two billing types:
   • Event Slots (pay-per-event purchase): a billing type under which an Event Slot is purchased for each event
   • Monthly Plan: a billing type under which, for a monthly fee, events can be created within the number of events and the number of registered guests set by the Company
3. The first Event Slot is provided free of charge, limited to one per Account and within the number of registered guests set by the Company.
4. Payment shall be made by credit card through Stripe.
5. Fees for an Event Slot are charged upon completion of the purchase procedure. A purchased Event Slot is tied to the event specified at the time of purchase and cannot be moved to another event or another Account.
6. The Monthly Plan comes with a 14-day free trial period, during which no fees are incurred. After the trial ends, unless the User indicates an intention to cancel, the User is automatically moved to the Monthly Plan and billing begins. The Company will notify the User of the scheduled billing start date and the amount by email to the registered email address no later than three days before billing begins.
7. Monthly Plan fees are incurred on a monthly basis. Even if the User cancels in the middle of a month, the fee for that month is not prorated and the full amount is incurred.
8. When revising fees, the Company will, in principle, give notice on the Service or by email at least one month in advance. If the User does not agree to the revised fees, the User may cancel before the revision takes effect.
9. Fees once paid are non-refundable unless there is a reason attributable to the Company. The same applies to Event Slots that were purchased but not used.

Article 6 (Provision of the Service)

1. The Company aims to provide the Service 24 hours a day, 365 days a year, but does not guarantee any service level (SLA).
2. The Company may temporarily suspend all or part of the Service in the following cases:
   • Scheduled maintenance (in principle, announced at least one week in advance)
   • Emergency maintenance (where advance notice is difficult, notice will be given promptly afterward)
   • Failures of communication lines, computers, or the like
   • Force majeure (natural disasters, war, pandemics, etc.)
3. Notice of significant changes to specifications will, in principle, be given at least one month in advance.
4. If the Service is to be discontinued, notice will, in principle, be given at least three months in advance.

Article 7 (Prohibited Acts)

Users must not engage in any of the following acts when using the Service.

1. Acts that violate laws and regulations or public order and morals
2. Acts related to criminal acts
3. Acts that infringe the intellectual property rights, portrait rights, privacy, reputation, or the like of the Company, other Users, Participants, or third parties
4. Acts that place an excessive load on the Company's servers or network, or using the Service with automated tools beyond the scope permitted by the Company
5. Reverse engineering, decompiling, or analyzing the source code of the Service, or similar acts
6. Unauthorized access, or unauthorized acquisition or use of authentication credentials
7. Impersonating other Users or third parties
8. Using Participant information obtained through the Service for purposes other than the purpose of registration (running the relevant event)
9. Transmitting viruses or other harmful programs
10. Including, in the text or images of emails sent from the Service, content that infringes the rights of third parties, false content, or content that violates laws and regulations (including the Act on Regulation of Transmission of Specified Electronic Mail)
11. Developing or operating a competing service by using the Service
12. Any other acts that the Company deems inappropriate

Article 8 (Handling of Participant Information)

1. With respect to Participant information that a User registers in the Service, the User, as a business operator handling personal information, bears responsibility for its management.
2. Users are obligated to comply with the Act on the Protection of Personal Information (the "APPI") and other applicable laws and regulations with respect to the acquisition and use of personal information from Participants. Specifically, this includes notifying Participants of, or publicly announcing, the purpose of use, and obtaining consent where necessary.
3. The Company is in the position of processing Participant information based on entrustment from the User (an entrusted party as provided in Article 27, Paragraph 5, Item 1 of the APPI). The Company processes Participant information only to the extent necessary to provide the Service and does not provide it to third parties.
4. Details of the handling are governed by the Privacy Policy and the DPA (if concluded).

Article 9 (Confidentiality)

1. The User and the Company must not disclose or leak to any third party any confidential information disclosed by the other party in connection with the Service.
2. The confidentiality obligation shall continue for three years after the termination of the contract.
3. However, the following information is not included in confidential information:
   • Information that was already publicly known at the time of disclosure
   • Information that became publicly known after disclosure through no fault of the receiving party
   • Information that the receiving party already knew at the time of disclosure
   • Information lawfully obtained from a third party without being subject to a confidentiality obligation

Article 10 (Intellectual Property Rights and Handling of Data)

1. All intellectual property rights relating to the Service belong to the Company or the legitimate right holders.
2. Ownership of the data that a User registers in the Service (event information, Participant information, etc.; "User Data") belongs to the User.
3. The User grants the Company the right to use User Data to the extent necessary for providing and operating the Service.
4. The Company may aggregate and use User Data as statistical information that does not identify individuals, for the purpose of improving the Service and developing new features. The Company does not use User Data for any purpose other than such statistical information.
5. The User is responsible for the content of the email text and images that the User creates or edits on the Service ("User-Created Content"). The Company uses User-Created Content only to the extent necessary for sending and displaying emails and otherwise providing the Service.
6. With the User's prior consent, the Company may display the User's trade name or logo on the Company's website and in its sales materials as a customer that has adopted the Service. Even after giving consent, the User may at any time request that such display be stopped by contacting the contact point set forth in Article 18, and the Company will stop the display within a reasonable period after the request.

Article 11 (Disclaimer and Damages)

1. Except as expressly provided in these Terms and related laws and regulations, the Company makes no warranty of any kind regarding the content, functions, quality, accuracy, completeness, usefulness, suitability, etc. of the Service.
2. The Company is not liable for damages arising from the following:
   • Force majeure (natural disasters, war, terrorism, pandemics, power outages, communication failures, etc.)
   • Intent or negligence of the User
   • Events caused by operations by the User or a Member (including sending emails, deleting data, and granting permissions to Members)
   • Malfunctions due to the User not meeting the recommended environment
   • Failures caused by Subprocessors (except where the Company could reasonably have foreseen them)
   • Responding to inquiries and complaints from Participants
3. The total amount of the Company's liability for damages to a User in connection with the Service shall be limited to the total amount of fees paid by the User to the Company during the 12 months preceding the time the damage occurred. However, this does not apply in the case of the Company's willful misconduct or gross negligence.
4. The Company is not liable for any special damages, indirect damages, or lost profits incurred by a User, regardless of whether they were foreseeable. However, this does not apply in the case of the Company's willful misconduct or gross negligence.
5. Any dispute arising through the Service between a User and a Participant or a third party shall be resolved between the User and that party.

Article 12 (Termination of Contract and Handling of Data)

1. A User may cancel the Monthly Plan at any time. Canceling the Monthly Plan does not delete the Account or User Data, and the User may continue to use the Service by purchasing Event Slots on a pay-per-event basis.
2. A User may request deletion of the Account (termination of use of the Service) by contacting the contact point set forth in Article 18.
3. If a User materially violates these Terms, or if the User is found to fall under Article 13, the Company may terminate the contract without prior demand.
4. For 30 days from the date of a request for Account deletion or the termination of the contract under the preceding two paragraphs, the User may log in to the admin dashboard and download User Data using the CSV export function. After the 30 days have elapsed, the Company will delete the User Data.
5. Details are governed by the Data Retention and Disposal Policy.

Article 13 (Exclusion of Anti-Social Forces)

1. The User and the Company each represent and warrant to the other party that they do not fall under any of the following:
   • An organized crime group, a member of an organized crime group, a person who ceased to be a member of an organized crime group less than five years ago, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer or the like, a rogue person advocating social movements or the like, a crime group specializing in intellectual crimes or the like, or any other person equivalent to any of the foregoing (collectively, "Anti-Social Forces")
   • Having a relationship in which Anti-Social Forces are recognized as controlling its management or as being substantially involved in its management
   • Having a relationship in which it is recognized as making use of Anti-Social Forces for the purpose of seeking unjust profit for itself, its company, or a third party, or for the purpose of causing damage to a third party
   • Having a relationship in which it is recognized as being involved with Anti-Social Forces, such as by providing funds or the like or granting favors to them
2. If it is found that the User or the Company falls under any of the items in the preceding paragraph, the other party may immediately suspend the provision of the Service or terminate the contract without any demand or other procedure.
3. Even if damage arises from a termination under the preceding paragraph, the terminating party shall not be liable to the other party for damages.

Article 14 (Prohibition of Assignment of Rights and Obligations)

1. The User must not assign, transfer, provide as security, or otherwise dispose of all or part of its contractual position under these Terms or its rights and obligations under these Terms to any third party without the Company's prior written consent.
2. If the Company transfers the business relating to the Service to a third party (including by business transfer, company split, merger, or other reorganization), the Company may have that third party succeed to its contractual position under these Terms, its rights and obligations, registration information, etc. in connection with that transfer, and the User consents to this in advance.

Article 15 (Relationship with Individual Contracts)

If the User and the Company conclude an individual contract (including a memorandum, an outsourcing agreement, a DPA, etc.) whose content differs from these Terms, that individual contract shall prevail over these Terms.

Article 16 (Amendment of These Terms)

1. The Company may amend these Terms pursuant to Article 548-4 of the Civil Code in any of the following cases:
   • Where the amendment of these Terms conforms to the general interests of Users
   • Where the amendment of these Terms does not contradict the purpose of the contract and is reasonable in light of the necessity of the amendment, the appropriateness of the amended content, the content of the amendment, and other circumstances relating to the amendment
2. When making a significant amendment (including an amendment that is disadvantageous to Users), the Company will, in principle, give notice of the content of the amendment, the time at which the amendment takes effect, and the reason for the amendment on the Service or by email at least one month in advance.
3. If a User continues to use the Service after the announced time at which the amendment takes effect, the User shall be deemed to have agreed to the amended Terms.
4. If a User does not agree to the amended Terms, the User may cancel the Service before the time at which the amendment takes effect.

Article 17 (Severability)

Even if any provision of these Terms or any part thereof is held invalid or unenforceable under laws and regulations or the like, the remaining provisions of these Terms and the remainder of any provision held to be partially invalid or unenforceable shall continue in full force and effect.

Article 18 (Method of Communication)

1. Notices from the Company to Users will be given by display on the Service or by email to the registered email address.
2. Communications from Users to the Company shall be sent to support@statsworks.tokyo.

Article 19 (Governing Law and Jurisdiction)

1. These Terms are governed by the laws of Japan.
2. The Tokyo District Court shall have exclusive agreed jurisdiction as the court of first instance over any and all disputes relating to the Service.

Revision history