Terms and Conditions for J-Quants Pro Data License
Chapter I General Provisions
Article 1. Purpose
The Terms and Conditions for J-Quants Pro Data License (hereinafter referred to as "Terms
and Conditions," including the appendix hereto) stipulate the terms and conditions for JPX Market Innovation & Research, Inc. (JPXI) and the customer obtaining and using the Information (as defined in Article 2).
Chapter II Definitions
Article 2. Definitions
In these Terms and Conditions, the following terms are defined as below.
(1) Information: The information specified in the appendix and provided by JPXI pursuant to these Terms and Conditions as well as edited/processed information (including the information independently edited/processed by the customer prescribed in Article 4, Paragraph 3).
(2) Agreement: The agreement for the acquisition of and license to use the Information that are agreed upon between JPXI and the customer in the application form, among others prescribed in the following Article of these Terms and Conditions.
(3) Customer: An entity who has concluded an Agreement with JPXI.
(4) Affiliated Company: A company of which the Customer has a direct or indirect financial relationship of more than 50% or has a similar relationship, and approved by JPXI.
(5) Service Facilitator: A third party where the Customer or an Affiliated Company entrusts a part of operations including the one related to the system that is necessary for the use of the Information, which has been approved by JPXI.
(6) J-Quants Service: The J-Quants website, API, and other tools prepared by JPXI to provide the Customer with the Information.
Chapter III Conclusion of the Agreement
Article 3. Conclusion of the Agreement
1. An entity who wishes to obtain and use the Information in accordance with the terms and conditions of the Agreement shall submit an application form prescribed by JPXI.
2. The Agreement shall come into effect when JPXI notifies an applicant of its acceptance of the application made in the application form described in the preceding paragraph.
3. The application described in Paragraph 1 may be made only by legal entities.
Chapter IV License to Use the Information
Article 4. Grant of License
1. JPXI grants the Customer a non-exclusive license to obtain and use the Information as agreed upon by both parties in the application form described in the preceding article for internal operation use only (hereinafter referred to as "Internal Use").
2. The Customer confirms that all rights including intellectual property rights pertaining to the Information belong to JPXI and that all rights pertaining to the Information are reserved to JPXI, except as otherwise explicitly indicated in the Agreement that they are granted to the Customer.
3. The Customer shall reserve the rights and authority over its own independently edited and processed information as long as it is not in conflict with the terms and conditions of the Agreement and is used only for its Internal Use.
Article 5. Customer Obligations
1. The Customer shall not use the Information in any manner other than Internal Use (including, but not limited to, those listed in the following items) without prior consent of JPXI.
(1) Transferring the Information to a third party or allowing the third party to use the Information;
(2) Distributing the Information to a third party or publicizing it; or
(3) Using the Information to calculate indices or other financial indicators or to create investment trusts or other financial instruments.
2. The Customer shall observe the following when obtaining or using the Information.
(1) Proper management shall be made, so that third parties other than the Customer are prevented from using Information.
(2) In the event that third parties other than the Customer continue to use Information and the Customer is advised by JPXI that management method of Information is inappropriate, necessary modifications shall be performed through consultations with JPXI.
3. If the Customer becomes aware that its manner of using the Information breaches the terms and conditions of the Agreement, the Customer shall immediately notify JPXI to that effect.
4. If a Customer is not clear whether or not their Company’s use of information falls under Internal Use, the Customer shall make an inquiry to JPXI in writing or by electronic means in advance, and JPXI shall respond to the Customer’s inquiry as soon as practicable.
5. JPXI reserves the right to make the final determination as to whether or not the applicant or Customer’s manner of information use constitutes Internal Use.
6. Affiliated Companies and Service Facilitators may use the Information. In this case, the Customer shall observe Appendix 3 "Compliance Matters Concerning Use by Affiliated Companies and Service Facilitators" with respect to Affiliated Companies and Service Facilitators.
Article 6. Acquisition of the Information
1. JPXI shall provide the Customer with the Information from the date agreed upon by JPXI and the Customer.
2. The details of the acquisition method of the Information and the format of the Information shall be in accordance with the connection specifications separately set forth by JPXI.
3. If JPXI changes the connection specifications set forth in the preceding paragraph (except cases where such a change is of minor significance), it will notify the Customer in advance. However, in cases of unavoidable circumstances, JPXI may change them without prior notice. In this case, JPXI shall notify the Customer promptly after the change is made.
4. The Customer shall observe the following items when obtaining the Information:
(1) The Customer shall properly manage information such as the J-Quants Service authentication information issued by JPXI for the acquisition of the Information to prevent such information from being used by third parties.
(2) If information such as the Customer's J-Quants Service authentication information issued by JPXI is lost, stolen, or otherwise damaged, the Customer shall immediately notify JPXI of the fact.
(3) The Customer shall not send viruses to, hack, reverse-engineer, or gain unauthorized access to the systems operated by JPXI or data providers for J-Quants Service, or otherwise interfere with the provision of the Information by JPXI.
5. The Customer shall, at its own risk, prepare the equipment, communication lines, software, and other facilities necessary to obtain the Information, and shall bear all costs incurred by the Customer in obtaining the Information. In addition, any and all expenses incurred by the Customer in changing the connection specifications shall be borne by the Customer.
Article 7. Suspension or Restriction of Provision of the Information
1. JPXI may suspend or restrict the provision of the Information through J-Quants Service in any of the following events:
(1) The Customer is reasonably suspected to obtain and use the Information in violation of the provisions of the Agreement;
(2) A failure occurs in a system, etc. operated by JPXI or data providers for J-Quants Service;
(3) The provision of J-Quants Service needs to be suspended or restricted for its maintenance; or
(4) It is difficult to continue providing the service due to a natural disaster, incident, or other unavoidable reasons.
2. When suspending the provision of the Information, JPXI shall notify the Customer in advance of the reason for the suspension, the date of the suspension, and the period of the suspension in a manner determined by JPXI. However, this shall not apply in case of emergency or unavoidable circumstances.
Article 8. Audit
During the term of the agreement and the period specified in Article 15, Paragraph 3, provided that JPXI notifies the Customer at least 30 days in advance, it may have its officers, employees, agents, or contractors to enter the Customer's office or other facilities at any time during normal business hours, to inspect and copy books and records relating to the acquisition and use of the Information in order to verify the state of acquisition and use of the Information and compliance with the Agreement, and the Customer shall cooperate with JPXI in good faith in this regard.
Article 9. Representations, Warranties, and Indemnification
1. JPXI represents and warrants to the Customer that it owns all rights pertaining to the Information (if the Information is provided by a data provider, JPXI has received a necessary license, among others from the data provider to fulfill its obligations specified in the Agreement) and that, to the best of JPXI's knowledge, there has been no claim of infringement of rights made by any third party in connection with the use of the Information.
2. JPXI and the data providers (hereinafter in this article referred to as "JPXI") do not guarantee that the Information is accurate, complete, up-to-date, immediate, timely, or suitable in particular, except as otherwise explicitly prescribed in the Agreement. JPXI reserves the right, but assumes no obligation, to revise any part of the Information or to correct any inaccuracies or other errors.
3. JPXI does not warrant the continual provision of Information and J-Quants Service, and may terminate or modify all or part of the Information and J-Quants Service (except in cases where the modification is of minor significance) at any time if it gives a notice at least two months in advance. In this case, JPXI shall make no compensation nor accept liability for any cost or damages incurred by the Customer or a third party as a result of said termination or modification unless such damage is caused by JPXI's willful intent or gross negligence.
4. JPXI shall make no compensation or accept liability for any cost or damages incurred by the Customer or a third party as a result of the use of the Information by the Customer or a third party, or a delay of the provision, error, or omission of the Information caused by a failure of a system used for J-Quants Service or other reasons. However, this shall not apply if such damage is caused by willful intent or gross negligence of JPXI.
5. JPXI shall make no compensation or accept liability for any cost or damages incurred by the Customer or a third party as a result of the suspension or restriction of the provision of the Information pursuant to the provisions of Article 7, Paragraph 1 and shall not refund the usage fees for the period of such suspension, restriction, or termination. However, this shall not apply in the case of willful intent or gross negligence of JPXI.
6. Any liability of JPXI arising from willful intent or gross negligence shall be limited to direct and ordinary damages actually incurred. In no circumstance shall it exceed the amount of fees paid by the Customer to JPXI pursuant to the Agreement in the last one year prior to the date on which the event giving rise to the liability for such damages.
7. The provision of information by JPXI under the Terms and Conditions is not intended to solicit investment, nor is it a guarantee of the value of any product.
8. If the Customer causes damage to a related company or other third party by using the Information, the Customer shall resolve the matter at its own responsibility and cost, and shall not cause damage to JPXI.
Chapter V Fees
Article 10. Service Fees
1. The Customer shall pay the fee for the acquisition and license to use of the Information in accordance with the fee schedule in Appendix 1, at the beginning of the month of use (at the start of the use for the first month) if payment is made by credit card, or within 30 days from the date of issue of the invoice if payment is made by bank transfer (or by a later payment date if it is specified in the invoice), in a method determined by JPXI.
2. The fee shall accrue from the date the provision of the Information begins in accordance with Article 6, Paragraph 1. If the provision of the Information begins in the middle of a month, the fee for the first month shall be calculated pro rata on a daily basis.
3. The fee for the month following the month in which the provision of the Information begins shall be calculated on a monthly basis. The Customer agrees in advance that even if the Agreement is terminated in the middle of a month, the fee will not be calculated pro rata on a daily basis.
4. If the Customer delays payment of the fee stipulated in Paragraph 1 in this chapter, the Customer shall pay to JPXI a late fee penalty calculated at a rate of 14.6% per annum on the unpaid amount for the period from 60 days after the due date to the payment date.
5. Fees paid by the Customer to JPXI shall not be refunded except for reasons attributable to JPXI.
6. In the unlikely event that it becomes clear that the manner of information use differs from that specified in the application form, the Customer shall pay to JPXI the difference between the applicable amount based on the specified manner of use and the amount that should have been applied based on the actual manner of use, depending on the period during which such use took place.
7. If JPXI deems it necessary, it may revise the fee rates at any time by giving the Customer a notice at least three months in advance. If the Customer has made payments corresponding to the remaining period of the agreement at that time, JPXI may charge the Customer the difference of the increase for the remaining period of the agreement.
8. JPXI prescribed in Paragraph 1 may outsource part of the settlement and other operations related to the payment of fees to Stripe Japan, Inc. (hereinafter the "Settlement Agent").
Chapter VI Term of Agreement, Cancellation, and Termination
Article 11. Term of Agreement
The Agreement shall continue to be valid until cancelled or terminated pursuant to the provisions of this chapter.
Article 12. Cancellation of the Agreement by the Customer
1. The Customer may cancel the Agreement on any given date after the end of the minimum usage period by notifying JPXI at least 10 business days prior to the date on which the Customer wishes to cancel the Agreement. In the event of such cancellation, JPXI shall not refund the service fee to the Customer for the period from the date of cancellation to the end date of the month containing the date of cancellation.
2. Notwithstanding the preceding paragraph, if the Customer receives a notice pursuant to Article 10, Paragraph 7, or Article 18, Paragraph 3, the Customer may cancel the Agreement, even within the minimum usage period, by providing notice at least 10 business days before the effective date of the changes, with the cancellation effective on the day before the effective date. In the event of such cancellation, notwithstanding the provisions of Article 10, Paragraph 3, JPXI shall refund the service fee to the Customer for the period from the date of cancellation to the end date of the month containing the date of cancellation.
Article 13. Cancellation of the Agreement by JPXI
JPXI may terminate the provision of and license to use all or part of the Information and terminate the Agreement at any time and for any reason by notifying the Customer at least one month in advance.
Article 14. Termination of Agreement
1. JPXI may, if the Customer falls under any of the following cases, without issuing any demand to the Customer, immediately terminate the Agreement by notifying the Customer:
(1) The Customer is in material breach of any of the provisions of the Agreement, which cannot reasonably be expected to be corrected even if JPXI demands the correction;
(2) The Customer is in breach of any of the provisions of the Agreement, and the breach has not been corrected within 30 days after JPXI has demanded the correction;
(3) The Customer is found to have made untrue statements (including, but not limited to, impersonation of a third party or false statements) in the procedures pertaining to acquisition of and license to use the Information;
(4) The Customer refuses the audit set forth in Article 8 without justifiable reason;
(5) Suspension of payment is made, or a petition for provisional attachment, attachment or sale by official auction is filed with regard to the Customer, or a petition for commencement of proceedings in bankruptcy, civil rehabilitation, corporate reorganization or special liquidation is filed by or against the Customer;
(6) The credit standing of the Customer has deteriorated significantly for reasons other than those set out in the preceding item;
(7) When the payment is made by credit card, the Customer fails to pay the fee;
(8) When the payment is made by bank transfer, the Customer fails to pay the fee for 30 days or more after the due date specified in the invoice; or
(9) The Customer fails to pay late payment charges for 30 days or more after the due date specified in the invoice.
2. When the Agreement is terminated pursuant to the provisions of Paragraph 1, the Customer shall immediately fulfill all obligations to pay fees and all other financial obligations to JPXI.
3. Termination in accordance with this article shall not preclude JPXI from claiming compensation for damages against the Customer.
Article 15. Effect of Termination
1. When the Agreement is terminated pursuant to the provisions of this chapter, JPXI shall cease to provide the Information to the Customer, and all the rights granted to the Customer to obtain and use the Information shall expire.
2. The Customer may use the Information already obtained only for Internal Use even after the termination of the Agreement (except when it is terminated pursuant to the provisions of the preceding article).
3. In addition to the provisions separately specified in the Agreement, those in Articles 8, 10, 16, 23, and 24 shall continue to be valid even after the termination of the Agreement (limited to three years after the termination of the Agreement for the provisions of Articles 8 and 16).
Chapter VII Miscellaneous Provisions
Article 16. Confidentiality Obligations
1. JPXI and the Customer shall not publicize, disclose, or divulge to any third party any information regarding business operation, knowledge or skills, transactions, and other internal information that they obtain in the course of performing the Agreement (limited to that indicated as confidential or reasonably assumed to be confidential) as well as the existence or content of the Agreement without prior consent of the other party. However, this shall not apply to the following types of information:
(1) Any information already in the public domain prior to the knowledge of the recipient of confidential information;
(2) Any information already in the possession of the recipient of confidential information;
(3) Any information that enters into the public domain for any cause not attributable to either party after the recipient of confidential information knew the information; or
(4) Any information obtained from a duly authorized third party by lawful means without confidentiality obligation.
2. The obligation to prohibit disclosure or divulgence set forth in the preceding paragraph shall not apply in any of the following cases:
(1) Where confidential information is disclosed as required by laws and regulations (including an order from a court or administrative agency) or in response to a request by an administrative agency. However, even in this case, the recipient of the information shall take the following measures:
(a) To notify the other party of the fact that the recipient has received such an order to the extent possible pursuant to applicable laws and regulations or promptly after such disclosure;
(b) To disclose, out of the confidential information, only the information requested to be disclosed in accordance with laws and regulations; and
(c) To make reasonable efforts to have the disclosed confidential information treated as confidential.
(2) Where confidential information is disclosed to an attorney-at-law, a certified public accountant, or other advisors who are legally bound to maintain confidentiality.
3. JPXI and the Customer shall, at their own responsibility, require their employees to observe the obligations set forth in this article.
4. JPXI shall not publicize or communicate to a third party by advertisement or other means that the Customer has entered into the Agreement.
Article 17. Handling of Personal Information
1. The handling of personal information obtained by JPXI from the Customer shall be in accordance with the provisions of JPXI's "Handling of Personal Information" and "Privacy Policy," and the Customer shall agree that JPXI will handle the Customer's personal information in accordance with these provisions.
(1) Handling of Personal Information
https://www.jpx.co.jp/english/corporate/governance/security/personal-information/
(2) Privacy Policy
https://www.jpx.co.jp/english/corporate/governance/security/privacy-policy/index.html
2. Personal information collected by JPXI when providing the Information through J-Quants Service shall be as follows, depending on the method of collection:
(1) Personal information provided by the Customer to JPXI including names and e- mail addresses of officers and employees; and
(2) Access logs (including access date and time, IP address, identification code, arguments, referrers) and cookie information collected by JPXI when users use J- Quants Service.
3. Personal information collected by JPXI shall be used for the following purposes, in addition to those set forth in "Handling of Personal Information."
(1) To measure traffic and behavior;
(2) To maintain and improve J-Quants Service; and
(3) To respond to violation of the Agreement.
4. JPXI may outsource the handling of personal information prescribed in Paragraph 2, Item 1 to a settlement agent to the extent necessary for the performance of the Agreement. The Customer shall consent to said outsourcing in advance.
Article 18. Amendment to the Terms and Conditions
1. JPXI may amend these Terms and Conditions, when deemed necessary, without consent from the Customer, and the Customer shall agree to this in advance.
2. If these Terms and Conditions are amended, JPXI shall notify users of that fact and the details of the amendment(s). Amendments to these Terms and Conditions shall take effect on a date determined by JPXI.
3. Notwithstanding the provisions of Paragraph 1, in the event of any amendment to these Terms and Conditions having an adverse material impact on the Customer, or any other cases deemed necessary, JPXI shall notify the Customer of the amendment, the details, and the date the amendment takes effect at least three months prior to said date.
4. If a Customer continues to use the Information after the Terms and Conditions have been amended, the Customer shall be deemed to have agreed to said amendment.
Article 19. Reports and Notifications
1. The Customer shall promptly notify JPXI of any change in its trade name, address, office location, or other details by means specified by JPXI.
2. JPXI may, in response, request that the Customer submit documents proving that the change stated in the notification by the Customer has in fact taken place pursuant to the preceding paragraph.
Article 20. Notifications to the Customer
1. Notices and other communications to be given to the Customer by JPXI in accordance with the Terms and Conditions shall be made by e-mail or other means based on the contact information provided by the Customer to JPXI.
2. If JPXI sends a Notice to the Customer and the notice does not reach the Customer or JPXI is not in contact with the Customer because the contact address in the preceding paragraph is different from the actual contact address, the notice or contact shall be deemed to have reached the Customer at the time when it would have normally delivered or reached.
Article 21. Prohibition of Transfer
The Customer shall not have any third party succeed, transfer, or pledge its status, rights, or obligations under the Agreement to the third party without prior consent of JPXI.
Article 22. Severability
If any provision of the Terms and Conditions or any part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws or regulations, the remaining provisions of the Terms and Conditions or parts thereof shall remain in full force and effect.
Article 23. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 24. Court of Jurisdiction
If a lawsuit between the Customer and JPXI becomes necessary with respect to the Agreement, the Tokyo District Court shall be the exclusive court of jurisdiction in the first instance.
Article 25. Matters to be Discussed
In the event of any matter not stipulated in the Agreement or any question arising as to the interpretation of such Agreement, JPXI and the Customer shall resolve the matter amicably upon consultation in good faith.
Article 26. Exclusion of Anti-Social Forces
The Customer (excluding legal entities established in accordance with foreign laws and regulations and other foreign organizations) shall observe the content described in "Appendix 2: Special Agreement Concerning Exclusion of Anti-Social Forces".
(Enacted on April 11, 2024)
(Last Update on August 19, 2024)
Appendix 1-1: List of the Information
The details of the Information shall be as follows:
1. Listed Issue Information
2. Trading by Type of Investors
3. Detail Breakdown Trading Data
4. Margin Trading Outstanding (Issues Subject to Daily Publication)
5. Margin Trading Outstanding (Weekly)
6. Financial Summary/Statements (BS/PL)
7. ToSTNeT Super Large Lot
8. Scheduled Dates of Earnings Releases Information
9. Derivatives Trading Volume/Position by Participant
10. Stock Prices (OHLC) with adjusted prices
11. Outstanding Short Selling Positions Reported
(Enacted on April 11, 2024)
(Last Update on August 19, 2024)
Appendix 1-2: Manner of Use and Fees
- Service: Listed Issue Information
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 50,000 , Internal use (with Affiliated Company): JPY 130,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Trading by Type of Investors
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 20,000 , Internal use (with Affiliated Company): JPY 40,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Detail Breakdown Trading Data
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 250,000 , Internal use (with Affiliated Company): JPY 400,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Margin Trading Outstanding (Issues Subject to Daily Publication)
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 20,000 , Internal use (with Affiliated Company): JPY 40,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Margin Trading Outstanding (Weekly)
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 50,000 , Internal use (with Affiliated Company): JPY 125,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Financial Summary/Statements (BS/PL)
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 150,000 , Internal use (with Affiliated Company): JPY 230,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: ToSTNeT Super Large Lot
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 30,000 , Internal use (with Affiliated Company): JPY 100,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Scheduled Dates of Earnings Releases Information
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 75,000 , Internal use (with Affiliated Company): JPY 150,000
- Minimum usage period: 1 year
- Other compliance matters: The Information is based on data that listed companies have reported to Tokyo Stock Exchange and is updated on a daily basis. Actual earnings release dates or earnings periods may differ from what the listed companies reported. For example, a listed company may make an earnings release on a date other than the reported scheduled date.
- Service: Derivatives Trading Volume/Position by Participant
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 80,000 , Internal use (with Affiliated Company): JPY 160,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Service: Stock Prices (OHLC) with adjusted prices
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 150,000 , Internal use (with Affiliated Company): JPY 300,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
- Outstanding Short Selling Positions Reported
- Distribution system: J-Quants
- Notes on external distribution: External distribution is prohibited
- Service fees (Monthly, excluding tax): Internal use (single entity): JPY 80,000 , Internal use (with Affiliated Company): JPY 160,000
- Minimum usage period: 1 year
- Other compliance matters: N/A
(Enacted on April 11, 2024)
(Last Update on August 19, 2024)
Appendix 2: Special Agreement Concerning Exclusion of Anti-Social Forces
The Customer shall observe the content described in the Special Agreement.
Article 1. Declaration of Exclusion of Organized Crime
1. As a company that operates markets as a public service, JPXI hereby declares that it will block any transactions with anti-social forces including criminal and extremist elements (hereinafter referred to as "Anti-Social Forces"), and that it will take a resolute stance against Anti-Social Forces which jeopardize the order and safety of society.
2. The Customer hereby declares that it will not have any relations with Anti-Social Forces.
3. JPXI and the Customer shall recognize the purpose and intent of the declaration in the preceding two paragraphs and cooperate with the other party so as to observe the declaration.
Article 2. Definition of Anti-Social Forces
1. In this Special Agreement, Anti-Social Forces shall be defined as a person or entity which falls under any of the following:
(1) A criminal organization;
(2) A member of any criminal organization;
(3) A person or entity (including its officers (regardless of their titles such as advisor and counselor; the same shall apply hereinafter), its employees, and any other constituent members; the same shall apply hereinafter) that has close relationships with any criminal organization or any member of an organized criminal group;
(4) A corporate extortionist;
(5) A person or entity which has made unreasonable demands to citizens or enterprises in the name of social activism, human rights movements, political activism, or similar movements;
(6) A person or entity which commits any act which undermines social order or public safety or the like; or
(7) A person or entity which is deemed to have a relationship subject to social criticism with any person/entity referred to in any of the above six items.
Article 3. Pledge
1. The Customer shall pledge that any person or entity referred to in the following items does not fall under Anti-Social Forces.
(1) The Customer, its shareholders (limited to those that have de facto participation in the management of the Customer), its officers, or its employees; or
(2) A person or entity that is an agent or intermediary of the Customer with regard to transactions with JPXI.
2. The Customer must cooperate with JPXI, as needed, in relation to surveys on whether or not a person or entity referred to in the items of the preceding paragraph or the following items falls under Anti-Social Forces, and submit materials requested by JPXI:
(1) A party to an Agreement related to the Agreement (hereinafter referred to as "Related Agreement"); or
(2) A person or entity that is an agent or intermediary of the Customer with regard to a Related Agreement.
Article 4. Termination of the Agreement
1. JPXI may, if the Customer falls under any of the following items, immediately terminate all or part of the Agreement without issuing any demand to the Customer:
(1) Where the Customer has, by itself or by means of a third party, committed acts such as violence, fraud, threatening statements, or obstruction of the conduct of business;
(2) Where the Customer has committed, or is likely to commit, by themselves or by means of a third party, an act which undermines the reputation of or trust in JPXI;
(3) Where a person or entity referred to in either of the items of Paragraph 1 of the preceding article is found to fall under Anti-Social Forces;
(4) Where the Customer does not cooperate on the survey or report prescribed in Paragraph 2 of the preceding article, or does not submit documents or other materials requested by JPXI without reasonable grounds; or
(5) Where the Customer has violated Article 21 or 24 of the “Tokyo Metropolitan Ordinance for Eliminating Organized Crime," No. 54 of the Tokyo Metropolitan Government Ordinance or similar provisions of prefectural or municipal ordinances, etc. enacted by any prefecture, city, special ward, town, or village.
2. In cases where a person or entity referred to in either item of Paragraph 2 of the preceding article is found to fall under Anti-Social Forces, JPXI may request that the Customer take necessary measures such as termination of the Related Agreement. When requesting said necessary measures, if the Customer rejects said request without reasonable grounds, JPXI may terminate all or part of the Agreement.
Article 5. Liability for Damages
JPXI and the Customer hereby confirm that, JPXI shall accept no liability for damages or losses incurred by the Customer due to JPXI terminating all or part of the Agreement pursuant to the preceding article.
(Enacted on April 11, 2024)
Appendix 3: Compliance Matters Concerning Use by Affiliated Companies and Service Facilitators
The Customer shall observe the following items when making the Information available to Affiliated Companies or Service Facilitators. with JPXI's consent:
1. The Customer shall cause Affiliated Companies and Service Facilitators to comply with the obligations and restrictions provided in the Agreement. The Customer shall also be solely responsible for the usage of the Information by Affiliated Companies and Service Facilitators.
2. The Customer shall arrange management system required for compliance with the obligations and restrictions provided in the Agreement for Affiliated Companies and Service Facilitators.
3. The Customer shall acquire prior written consent from Affiliated Companies and Service Facilitators regarding cooperation to audit provided in Article 8 of the Agreement.
4. The Customer shall obtain prior written or electronic consent from Affiliated Companies and Service Facilitators. for the indemnification stipulated in Article 9 of the Agreement.
5. In the event of a material violation by Affiliated Companies or Service Facilitators of the obligations and restrictions provided in the Agreement, the Customer shall immediately suspend providing the Affiliated Companies and Service Facilitators with the Information on request from JPXI.
6. The Customer, Affiliated Companies, and Service Facilitators (referred to as "the Company" in this item) shall agree in advance that if JPXI has determined that the Company does not qualify as an Affiliated Company or Service Facilitator due to the dissolution of investment relationship, any situation that differs from requirements attached by JPXI at the time of approval, or any other reason, JPXI may remove the entry of the Company from the registration as an Affiliated Company or Service Facilitator, and the Company shall no longer be regarded as an Affiliated Company or Service Facilitator. In addition, in the event of a situation that may fall under such a reason, the Customer shall promptly inform JPXI to that effect.
7. The Customer shall allow the Service Facilitator to use such information exclusively for operations entrusted by the Customer or an Affiliated Company, and shall not allow Service Facilitator to use such information for its own benefit.
(Enacted on April 11, 2024)