Terms & Conditions

Legal Entity Information

Contact Phone: +81 3-5665-3673

Contact Email: info@bina-ry-beat.com

1. Scope and Nature of Agreement

These Terms and Conditions establish the binding legal relationship between Binary Beat and any individual or entity ("User," "you," or "your") that accesses our website, inquires about services, or enters into service agreements with us. This agreement is effective upon your first access to our website or use of our services.

By accessing or using any part of our website or services, you represent that you have the legal capacity to enter into this agreement and that you will comply with all terms set forth herein. If you are accessing our services on behalf of an organization, you represent that you have authority to bind that organization to these terms.

2. User Obligations and Responsibilities

Compliance with Laws

You agree to comply with all applicable local, national, and international laws and regulations in your use of our website and services, including but not limited to:

• Data protection and privacy laws in your jurisdiction
• Intellectual property rights and copyright laws
• Export control and trade sanctions regulations
• Consumer protection and business practice regulations

Prohibited Activities

You expressly agree not to engage in any of the following prohibited activities:

• Reverse engineering, decompiling, or disassembling our software or services
• Circumventing security features or access controls
• Transmitting spam, chain letters, or unsolicited communications
• Harvesting or collecting user information without consent
• Using our services to compete with Binary Beat or develop competing products
• Engaging in fraudulent activities or misrepresentation

Content Guidelines

When submitting any content to us through contact forms, project inquiries, or other communications, you represent that such content does not violate any third-party rights, does not contain unlawful or harmful material, and complies with all applicable laws. You grant us a non-exclusive license to use such content for purposes of providing our services and communicating with you.

3. Service Agreements and Project Terms

Project Engagement

Development services are provided under separate service agreements that specify:

• Project scope, deliverables, and specifications
• Timeline, milestones, and delivery schedules
• Payment terms, fees, and invoicing procedures
• Intellectual property ownership and licensing
• Confidentiality obligations and non-disclosure terms
• Change request procedures and additional fee structures

Client Responsibilities

For development projects, clients are responsible for:

• Providing accurate project requirements and timely feedback
• Ensuring they have rights to all materials provided to us
• Making timely payments according to agreed schedules
• Maintaining communication and responding to project inquiries
• Testing deliverables and reporting issues within specified timeframes

4. Warranties, Disclaimers, and Limitations

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BINARY BEAT PROVIDES ITS WEBSITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability or fitness for a particular purpose
• Warranties regarding accuracy, reliability, or completeness of content
• Warranties of uninterrupted or error-free service operation
• Warranties regarding security or freedom from viruses or harmful code

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BINARY BEAT SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or exemplary damages
• Loss of profits, revenue, data, use, goodwill, or other intangible losses
• Damages resulting from unauthorized access to or alteration of transmissions or data
• Damages from statements or conduct of third parties using our services

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU TO BINARY BEAT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Force Majeure

Binary Beat shall not be liable for any failure or delay in performing obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet service failures, or other events constituting force majeure.

5. Indemnification Obligations

You agree to indemnify, defend, and hold harmless Binary Beat, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your violation of these Terms and Conditions
• Your violation of any law, regulation, or third-party rights
• Any content or materials you submit or provide to us
• Your use or misuse of our website or services
• Any breach of representations or warranties you make

This indemnification obligation shall survive termination of your use of our services and these Terms and Conditions.

6. Privacy and Data Protection

Your use of our website and services is also governed by our Privacy Policy, which is incorporated into these Terms and Conditions by reference. By agreeing to these Terms, you acknowledge that you have read and understood our Privacy Policy and consent to our data collection, use, and disclosure practices as described therein.

You are responsible for ensuring that any personal data you provide to us is accurate and that you have obtained necessary consents for us to process such data in accordance with applicable data protection laws.

7. Confidentiality

Both parties acknowledge that in the course of discussions and potential business relationships, confidential information may be exchanged. Each party agrees to:

• Maintain the confidentiality of all proprietary and confidential information
• Use confidential information solely for the purpose of evaluating business opportunities
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request

These obligations do not apply to information that is publicly available, independently developed, or rightfully received from third parties without confidentiality obligations.

8. Termination and Suspension

Right to Terminate

We reserve the right to suspend or terminate your access to our website and services, with or without cause, with or without notice, effective immediately. This includes the right to terminate for violation of these Terms, non-payment, fraudulent activity, or any conduct we deem harmful to our business, other users, or third parties.

Effect of Termination

Upon termination, your right to use our services ceases immediately. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

9. Governing Law and Jurisdiction

Applicable Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Dispute Resolution

Any dispute arising from or relating to these Terms shall be resolved as follows:

1. Negotiation: Parties shall first attempt to resolve disputes through good faith negotiations
2. Arbitration: If negotiations fail, disputes shall be submitted to binding arbitration in Japan under the rules of the Japan Commercial Arbitration Association
3. Jurisdiction: Any legal proceedings related to these Terms shall be brought exclusively in the courts of Japan

10. General Provisions

Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between you and Binary Beat regarding the subject matter herein and supersede all prior or contemporaneous communications and proposals.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid provision shall be replaced by a valid provision that most closely approximates the intent of the original provision.

Waiver

No waiver by Binary Beat of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to assert a right or provision shall not constitute a waiver of such right or provision.

Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. Binary Beat may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly provided herein.

Language

These Terms are written in English. Any translations provided are for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

11. Modifications to Terms

Binary Beat reserves the right to modify these Terms and Conditions at any time. We will provide notice of material changes by posting the updated terms on our website with a new effective date. Your continued use of our website or services after such modifications constitutes your acceptance of the updated terms.

It is your responsibility to review these Terms periodically for changes. If you do not agree to any modifications, you must discontinue use of our services immediately.