Terms of Service

This “Spider AF Terms of Service” (including any individual terms and conditions, fee schedule, various policies, manuals, specification rules, FAQs, etc. that we provide for Spider AF, hereinafter referred to as the “Terms of Service”) defines the terms and conditions of use of the service provided by Spider Labs, Inc. (hereinafter referred to as “the Company”), which sets forth the terms and conditions of use for the User (hereinafter referred to as “User”) to use Spider AF (defined below).

By using Spider AF, regardless of whether or not you have applied for use, you are deemed to have agreed to the following Terms of Service, so please read these Terms of Service carefully before using the service.

“Spider AF“ is a generic term for Anti-Ad Fraud Service, Anti-Resale Service, FLP (Fake Lead Protection) Service, SiteScan Service, and other individual and ancillary services provided by us under the name “Spider AF” (or any other name if it is changed). The services included in Spider AF may be added, deleted, or changed at any time at the Company's discretion.

The contents of each individual and supplementary service and points to be noted are as set forth below. Users agree to use Spider AF after agreeing to the following terms in advance.

• "Anti-Ad Fraud Service"
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  This service is focused on collecting and analyzing access to such websites by installing tags on separately agreed-upon websites, etc., detecting access, etc., with a high possibility of ad-fraud, and providing detection results to users in a period and method separately determined by the Company.
  
  In providing this anti-ad fraud service, the Company will collect and analyze server and domain information, text, image, audio, and html information of websites determined to be ad-fraudulent, user agent information (e.g., IP address, terminal information, referrers) of users accessing such websites. We strive to provide more accurate services by adjusting parameters, updating databases, etc., using information such as clicks, browsing, installation behavior, etc.
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• "Anti-Resale Service"
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  This service focuses on collecting and analyzing order information sent (or about to be sent) on a separately agreed-upon website by placing tags on the website, detecting order information that is highly likely to be from a problematic order taker, such as so-called “for resale,” and providing the detection results to the user in a period and method separately determined by the Company. The service is centered on providing the detection results to users within a period of time and by a method determined separately by the Company.
  
  In providing this Anti-Resale Service, we use the information contained in the order information that has been determined to be problematic (including personal information such as name, address, and email address, but not credit card information or other payment information, unless otherwise specified in consultation with the user) and other information, and will not use the information for any other purpose, except for the purpose of providing the Anti-Resale Service, to adjust parameters, update databases, etc., in an effort to provide more accurate services.
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• "FLP Service"
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  This service collects and analyzes form information submitted (or about to be submitted) on a separately agreed-upon website by placing tags on the website, etc., and detects form information that is highly likely to be submitted by a problematic sender. This service is focused on providing detection results to users within a period and in a manner determined separately by the Company.
  
  In providing this FLP Service, we use the information contained in the form information that is determined to be problematic (including personal information such as name, address, and e-mail address) to adjust parameters, update the database, etc., in order to provide a more accurate service. We will strive to provide more accurate services by adjusting parameters, updating databases, etc.
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• "SiteScan Service"
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  This service focuses on collecting and analyzing the source code of a website and information transmitted externally from the website and its destination, etc., by crawling a separately agreed-upon website or by installing tags, etc., to detect malicious or vulnerable content or content that has not been updated in a significant manner. This service mainly detects problematic external libraries, frameworks, modules, etc., such as those with malicious intent, vulnerabilities, and those that have not been updated in a significant manner, and provides detection results to users within a period and in a manner determined separately by the Company.
  
  In providing this SiteScan Service, we will use information on problematic external libraries, frameworks, and modules, information sent by such libraries, frameworks, and modules, and information on their destinations to adjust parameters, update databases, etc., in order to provide a more accurate service. We strive to provide more accurate services by adjusting parameters, updating databases, etc.
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• Common Terms for Each Service
  
  The accuracy of Spider AF has been improved by adjusting and updating parameters and databases, which will be applied to the use of Spider AF by third parties. The User has no rights in any such items. In addition, the Company may view or use the information provided by the User and other data such as usage records of Spider AF by the User to the extent necessary for the operation of the services provided by the Company, including Spider AF, free of charge and permanently, even after the expiration of the term of the Subscriber Agreement.
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“User“ means a customer who has applied for the use of Spider AF by using the Application Form, the Spider AF purchase screen set up online by the Company or any other Spider AF application method determined by the Company (hereinafter collectively referred to as ”Application Form").

The term “use” of Spider AF means to use any part of the functions provided in Spider AF including, without limitation,  using any part of the functions provided in Spider AF, viewing any information provided in Spider AF, providing information to us regarding Spider AF, or engaging in any other activities related to or through Spider AF. All activities related to or conducted through Spider AF constitute “use”.

Article 1. (Term and Conditions)

1. The User shall apply for the use of Spider AF in the manner prescribed by the Company upon agreeing to the terms and conditions herein. Any individual terms and conditions, fee schedule, various policies, manuals, specification rules, FAQs, etc. set forth by the Company with respect to Spider AF shall constitute a part of these Terms of Service and shall be governed by these Terms of Service. In the event of any conflict with these Terms of Service, the content of such individual terms and conditions shall take precedence.
2. The license agreement for the use of Spider AF (hereinafter referred to as the “Usage Agreement”), which is formed between the User and the Company, shall be formed at the time of the Company’s acceptance of the User’s application as set forth in the preceding paragraph.
3. The User may use Spider AF only in accordance with the Usage Agreement which contains these Terms of Service. If the contents of these Terms of Service conflict with any agreement made between the User and the Company prior to the start of use of Spider AF by the User, these Terms of Service shall prevail, except where such agreement is specified in the application form. The matters set forth in the application form also constitute a part of these Terms of Service, but such matters shall take precedence over these Terms of Service and the individual terms and conditions, etc. set forth in the preceding paragraph.

Article 2.(Notice from Spider Labs)

1. In principle, any and all notices from the Company to the User regarding Spider AF shall be sent to the User on the Spider AF website (hereinafter deemed to include any website administration screens, push notifications, applications, etc. related to Spider AF) or to the User’s email address as provided by the User to the Company. The notification shall take effect at the time the Company sends the notification. In the event of a change in the information provided to the Company, the User must notify the Company of the change in advance or immediately after the change in the manner prescribed by the Company.
2. In the event that a notification method other than the notification prescribed in the preceding paragraph is used, the notification shall become effective when the period reasonably necessary for such notification to reach the User has elapsed.
3. The notices set forth in the preceding two paragraphs shall become effective regardless of whether or not the User actually receives or acknowledges the notice.

Article 3.(Grant of License)

1. The Company grants to the User a license to use Spider AF (including any modification, alteration or amendment to Spider AF after the User starts using Spider AF) on the condition that the User complies with these Terms of Service and other conditions of use stipulated by the Company, provides the Company with information required by the Company for the use of Spider AF and performs any response requested by the Company (e.g., installation of tags, etc.). The same shall apply hereinafter.
2. Notwithstanding the preceding paragraph, we may grant the User permission to use Spider AF even if we are unable to provide all of the information requested by the User due to the specifications of the system used by the User. In such a case, the User acknowledges that the User may suffer disadvantages due to the limitation of Spider AF functions or the reduction of reliability of the results. In such a case, the User agrees in advance that the Company shall not be liable for any disadvantage caused thereby. The Company shall not be liable for any information provided by the user to the Company, any response on the part of the User, or any other circumstances on the part of the User, nor for any damages resulting from such information.
3. The User shall, in using Spider AF, comply with the relevant laws and regulations applicable to the User, such as the Act on the Protection of Personal Information, all at the User’s own expense and responsibility.
4. The User may sublicense the use of Spider AF to the User’s customers or other third parties with the prior consent of the Company only to the extent permitted in the preceding three paragraphs (the User’s customers to whom the Company has granted such consent are hereinafter referred to as the “Sublicensee”). In the event of sublicensing, however, the User shall have the User’s customers go through the Company’s screening process in accordance with the procedures prescribed by the Company and comply with these Terms of Service and other conditions of use stipulated by the Company. The User shall be liable for any and all acts of the Sublicensee as if they were the User’s own acts.

Article 4.(Term of Use)

1. The term of use of Spider AF shall be one (1) year from the date of commencement of service, unless otherwise specified in the application form. The User shall not be able to cancel the contract before the end of the service period, unless otherwise stipulated in these Terms of Service.
2. Unless either the User or Company expresses its intention to terminate the Service Agreement (the User's declaration of intent must be made in a manner determined by the Company), the service period shall be automatically extended for the same period under the same terms and conditions, and the same shall apply thereafter. If such intention is expressed, the Service Agreement shall end on the date of expiration of the service period.
3. Notwithstanding the preceding two paragraphs, the User may not end the service period until the expiration date of the yearly service period during which the first twelve-month period following the service commencement date passes, with such first twelve-month period being the minimum service period; provided that, by paying, in a lump sum, the service fees payable up to the date on which the Service Agreement would otherwise end in accordance with the main text of this paragraph, the User may immediately cease the use of Spider AF (which means the termination of the Service Agreement; the same shall apply hereinafter).
4. Notwithstanding the preceding three paragraphs, we may stipulate a certain period of time from the date of commencement of the Service Agreement as the initial introduction period (trial period). In such case, the User shall pay only the usage fee for such period (however, only if the usage fee is stipulated) and may discontinue the use of Spider AF at the expiration of such period. In the case where such period is stipulated, the “Service Commencement Date” shall mean the day following the end of such period (i.e. the day on which Spider AF starts full-scale operation).

Article 5.(Usage Fee)

1. Matters concerning Spider AF's usage fees shall be set forth in the application form. In addition to the matters set forth in the application form, the fees shall be separately set forth in the fee schedule according to the amount of data to be analyzed, the scope of services to be provided by the Company, and other reasons as determined by the Company. However, if the Company separately approves, it may provide a function that allows Users to check and change usage fees on the User dashboard or other administrative screens.
2. The usage fee shall not be calculated on a pro-rata basis unless otherwise specified in the application form (although this does not occur in principle because the usage period of Spider AF is determined based on the date of application for use). The same shall apply even if the service termination date is in the middle of a month.
3. In the event that a User wishes to change plans in the middle of the usage period (including cases where the plan is automatically changed in accordance with the conditions set forth in the fee schedule), unless otherwise specified in the application form or by the Company, in principle, if the usage fee is increased, the User shall pay the increased fee from the calculation period that includes the date of such increase, and if the usage fee is reduced, the User shall pay the reduced fee from the calculation period that includes the date of such increase. In the event that the usage fee is reduced, the reduced fee shall be paid from the next calculation period following the calculation period that includes the date of such increased fee.
4. The Company may change the usage fees (including the rules for calculating the usage fees) upon prior notice to the User, based on the diversification and complexity of advertising methods, fraud, external libraries, changes in the scope of services provided by the Company, economic conditions, and other circumstances. If the User uses Spider AF after the Company’s notification (including the case where the User has not terminated the Service Agreement), the User shall be liable to pay the usage fee (including the rules for calculating the usage fee). The User agrees in advance that the revised usage fee will be applied after the date of such revision as determined by the Company.
5. Except in cases where the Company provides the User with the ability to automatically change plans, the User shall report to the Company in the manner prescribed by the Company each time a plan change occurs or is expected to occur in accordance with the terms and conditions set forth by the Company, such as the fee schedule. In the event that the User fails to make such a report and is excused from payment of all or part of the usage fees, the User shall immediately pay to the Company the difference between the usage fees that were originally due and those that have already been paid, together with any late payment penalties up to the date of payment.

Article 6.(Infrastructure and Facilities)

The User shall prepare, install and maintain at its own responsibility and expense all infrastructure and facilities, including but not limited to servers, and installation and configuration of application tools, which are required for the use of Spider AF as specified by the Company. The Company shall not be liable for any damages incurred by the User or its customers in the event that the User violates such obligations, and the User hereby agrees to this in advance.

Article 7.(Prohibited Matters)

1. The Company prohibits the User from committing any of the following acts when using Spider AF. In addition, the User agrees that the Company has the right to conduct an audit of the User to confirm compliance with these Terms of Service, provided that the Company notifies the User in writing in advance, and the User shall comply with the Company’s request for such audit.
   
   1. Use of the service in a method or manner not specified by the Company in its manual.
   2. Copy or modify Spider AF, in whole or in part, except as expressly permitted in these Terms of Service or as otherwise authorized in writing by the Company.
   3. Reverse engineer, disassemble, decompile, trace, or debug Spider AF, except as expressly permitted in this Agreement or as otherwise permitted by the Company in writing.
   4. Remove any intellectual property notices or trademarks of Spider AF.
   5. Disclose any information contained in Spider AF to any third party (excluding Sublicensees) without the prior written consent of the Company.
   6. Lease, rent, assign, quote, sublicense, resell or otherwise use Spider AF with respect to any third party (excluding Sublicensees) without the Company’s prior written consent, whether with or without compensation.
   7. Use Spider AF for the benefit of a third party (excluding Sublicensees) or conduct secondary use or display or disclosure for commercial purposes to an unspecified number of people without the prior written consent of the Company.
2. The Company may suspend the use of Spider AF by the User if it is found that the User falls under any of the following items:
   
   1. The user is not a real person or organization.
   2. The user has a history of violating any agreement for the use of our products including Spider AF.
   3. The information provided to us is false, erroneous or insufficient.
   4. The User is a minor, an adult ward, a person under curatorship or a person under assistance, and the procedure for commencement of use has not been performed by the adult guardian, or the consent of the legal representative, curator or assistant has not been obtained at the time of commencement of use.
   5. The use of Spider AF by the User causes any hindrance to the Company’s business performance or technical difficulties.
   6. The User’s directors, employees or customers (including directors and employees of a corporation if the customer is a corporation) are members of an organized crime group (“bouryokudan”), a bouryokudan member, a person for whom five years have not passed since ceasing to be a bouryokudan member, an associate member of a bouryokudan, a bouryokudan-related company, a bouryokudan-related organization, shareholder extortionist, a socially motivated group, a special intelligence violence group or the like, or any other person equivalent to any of the foregoing (collectively, “bouryokudan”).
      

Article 8.(Warranty)

Spider AF is provided to the User on an “as is” basis. The Company disclaims all warranties, representations, undertakings, express or implied, including but not limited to the warranty of non-existence of defects or errors, warranty of fitness for a particular purpose of use or equipment, warranty of eligibility or reliability of results of use, warranty of accuracy of filtering, integration or conversion results by Spider AF, warranty that the category classification specified by Spider AF will meet the requirements of the User, warranty that Internet connection will not be interrupted or terminated, and warranty of non- infringement of third party rights.

Article 9.(Changes to Specifications)

1. The Company may, at its own discretion, change the specifications of Spider AF (including but not limited to design changes, program rewriting, database specification changes, etc.), service content or other changes, even after the User has started using Spider AF.
2. With regard to the specification changes in the preceding paragraph, the Company shall not be obligated to obtain the consent of the User and its customers, but shall notify the Users of the content and timing of the changes in a manner the Company deems appropriate.
3. In particular, if the specification changes referred to in Paragraph 1 are made only for a specific User, and such specification changes are agreed upon after separate consultation, we will make the specification changes, and the User shall pay the Company the separately determined costs, remuneration, etc.
4. The Company shall not be liable for any losses incurred by Users or clients as a result of specification changes based on this Article 9.
5. The Company may sub-contract all or part of the work related to Spider AF provided under the Usage Agreement to a third party under our responsibility.

Article 10.(Handling of Data)

1. The User shall back up at his/her own responsibility any and all data, contents, usage records and other information provided in connection with Spider AF (hereinafter simply referred to as “Data”) which the User deems important, and the Company shall not be obligated to back up the Data.
2. The Company may delete all or part of the Data at its discretion when the Usage Agreement is terminated or after a storage period separately determined by the Company has elapsed. The Company shall not be liable for any losses incurred by the User or its customer as a result of the measures described in this paragraph.
3. The User shall consent in advance to the Company’s publication or reprinting of information on corporations and organizations, information that does not readily identify the individual who is the subject of the personal information, the usage status of Spider AF, or statistical data, analysis data, etc. created by the Company based on such information on its website, newspapers, magazines, books and other various media, or the use of such information in the Company’s other business activities. The User agrees in advance to the Company’s use of such information in its website, newspapers, magazines, books, and other media.
4. The Company may provide a third party to whom the Company has outsourced all or part of the business relating to Spider AF with information concerning the User including confidential information and personal information to the extent necessary to achieve the purpose of the outsourcing, and the User hereby consents to such provision in advance.
5. To fulfill the requirements of Article 28 of the GDPR, to which the User may be subject, please refer to the Annex I “Data Protection Agreement”.

Article 11.(Suspension and Cessation)

1. The Company may suspend or cease to provide Spider AF to the User and the User’s customers without prior notice in any of the following cases:
   
   1. In the event of failure of computers, servers, systems, and telecommunication facilities, etc. (hereinafter referred to as the “System”) related to Spider AF
   2. When necessary for maintenance, inspection, etc. of the System
   3. When telecommunications carriers suspend or stop providing telecommunications services
   4. When the service cannot be provided due to force majeure such as earthquake, lightning, fire, windstorm, flood, power outage, natural disaster, etc.
   5. In the event of a malfunction of this system, unauthorized access to this system by a third party, etc.
   6. In the event that Spider AF or the System is unavailable due to legal or government orders, etc.
   7. In any other cases where the Company deems it necessary to suspend or discontinue Spider AF or the System
2. The Company shall endeavor to notify the User in advance when the Company suspends the provision of Spider AF or the System for any of the reasons set forth in the preceding paragraph. However, this shall not apply in case of emergency.
3. The Company shall not be liable for any losses incurred by the User or customers as a result of the suspension of service for reasons stipulated in Paragraph 1 above.

Article 12.(Cancellation Policy)

1. The User’s cancellation policy shall be as follows:
   
   1. No mid-term cancellation is allowed during the contract period. The cancellation procedure by the User will take effect at the end of the contract period in effect at the time the procedure is taken, and the User may use the service until then. The same shall apply to any renewed contract period.
   2. In order to terminate the Service Agreement, you must notify the Company of the cancellation of service by submitting the prescribed cancellation request form or by other means prescribed by the Company at least one month prior to the end of the subscription period (however, if a separate period is specified in the application form, it will be in accordance with the description in the application form).
   3. If no notice of service cancellation is received by the deadline specified in the preceding item by the method prescribed by the Company, the contract term will be automatically renewed under the same terms and conditions as the previous contract.
   4. All fees paid to the Company are non-refundable. If the User cancels the contract during the contract period, the User shall not be entitled to any form of refund (even on a pro rata basis) of the usage fees for the contract period in question. However, this shall not apply if the cancellation is directly attributable to reasons attributable to the Company.
2. The Company may immediately terminate the Usage Agreement without any notice or demand if any of the following items applies to the User or a Customer, etc.
   
   1. When any of the provisions of these Terms of Service are violated.
   2. When the User has committed a serious breach of contract or breach of trust that makes it difficult to continue the Service Agreement, such as providing false information or not paying the usage fee.
   3. When the User violates related laws and regulations or commits an act that offends public order and morals.
   4. When there is a suspension of payment, when a petition is filed for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation, when a disposition of suspension of transactions by a clearing house is received, or when an order or notice of provisional seizure, provisional attachment or seizure is issued against the User as debtor.
   5. In addition to the preceding item, when it is recognized that there is a risk of difficulty in fulfilling obligations under these Terms of Service due to changes in assets, credit, business, organization, system, etc.
   6. When other circumstances arise that make it difficult for the Company to continue the Usage Agreement.
      

Article 13.(Exclusion of Anti-Social Forces)

1. The User and the Company agree as follows regarding the refusal of relations with Anti-Social Forces.
2. “Anti-Social Forces” means any person who falls under any of the following items:
   
   1. Boryokudan (organized crime group) as defined in Article 2, Item 2 of the Law Concerning Prevention of Unjust Acts by Boryokudan Members and their affiliated organizations
   2. Members of the Boryokudan and its affiliated organizations as defined in the preceding item
   3. Groups or individuals such as shareholder extortionists, social movement advocacy groups, political movement advocacy groups, and special intelligence violent groups
   4. Organizations or individuals for whom five years have not passed since they ceased to be any of the preceding three items.
   5. In addition to any of the preceding items, organizations or individuals that make unreasonable demands using violence, force, threatening language, or fraudulent methods in pursuit of financial gain
   6. Any organization or individual that makes unreasonable demands by suggesting that it has a relationship with any of the foregoing organizations, members or individuals, and pursues economic benefits
   7. Any entity or individual who is equivalent to any of the foregoing entities, members, or individuals.
3. The User and the Company shall represent and warrant to the other party regarding the following items.
   
   1. Officers, key employees, or major shareholders are not organized crime groups, members of organized crime groups, companies affiliated with organized crime groups, or their related parties, or other antisocial forces.
   2. No cooperation or involvement in the maintenance or operation of antisocial forces.
   3. Not be involved in the management of antisocial forces.
   4. Not to use antisocial forces.
4. In the event that the User or the Company discovers a violation of the preceding paragraph, the applicable party shall immediately report such fact to the other party, and in the event that a party is requested by the other party to provide information or take corrective measures, etc. upon showing reasonable grounds therefor, such as being necessary to confirm the exclusion of anti-social forces or the suspicion that the other party is in violation of the preceding paragraph, the party shall immediately provide the information requested by the other party or take corrective measures immediately. However, if the other party’s request is unreasonable, a response that the party deems reasonable shall be sufficient.
5. In the event that the other party violates or is reasonably deemed to violate any of the preceding two paragraphs, the User and the Company may immediately terminate all or part of the contract or agreement with the other party without the need for notice or any other procedures.
6. The party who exercises the right of termination in the preceding paragraph shall not be liable for any damages incurred by the other party as a result of such exercise.

Article 14.(Termination of Usage Agreement)

1. In the event of termination of the Usage Agreement for any reason whatsoever, the User’s license with respect to Spider AF shall cease to exist, and the User shall immediately stop using Spider AF, including the User’s customers, etc., and shall not use Spider AF thereafter. In this case, the User agrees to immediately return, dispose of or remove any and all software, data, materials, reproductions related to Spider AF, etc. provided by the Company in connection with the User Agreement in accordance with the instructions of the Company.
2. The Company may, at its discretion, terminate the User’s operation of Spider AF if the Company deems that the continuous operation of Spider AF is inappropriate, in which case the User Agreement shall terminate at the same time. However, in the event of such termination, the Company shall give prior notice to the User.
3. In the event of termination of the Usage Agreement during the term of use, no prepaid usage fees shall be refunded to the User, regardless of the reason.

Article 15. (Ownership of Rights, etc.)

1. Intellectual property rights including copyrights and all other rights related to Spider AF shall belong to the Company. In the event that the User directly or indirectly, for any reason or in any manner, disputes the ownership or validity of the rights, the Company may terminate the Agreement immediately without notice.
2. The User agrees that all copies of Spider AF shall bear the same intellectual property rights as those displayed on Spider AF.
3. The User is not granted any rights with respect to Spider AF other than the rights expressly granted in these Terms of Service, and all rights not expressly granted and all other rights are reserved by the Company.
4. The Company may transfer or assign to a third party the Company’s position under the Usage Agreement or the Company’s rights or obligations under the Usage Agreement, and to the extent necessary for such transfer or assignment, the Company may provide such third party with information on the User or its customers.

Article 16.(Confidential Information)

1. “Confidential Information” as used in these Terms of Service means any information disclosed by the Company to the User in connection with the Usage Agreement, the disclosure of which may cause disadvantage to the Company. However, the information specified in each of the following items is not included in Confidential Information.
   
   1. Information that was already public knowledge at the time the user received the disclosure
   2. Information that became public knowledge through no fault of the User after the user received the disclosure
   3. Information that was already legally obtained by the User at the time the User received the disclosure
   4. Information that is not confidential and was developed independently by the User
   5. Information that was legitimately provided by a third party to the User without any obligation to maintain confidentiality.
2. The User shall not disclose, provide or divulge Confidential Information to any third party (including, in particular, but not limited to, our competitors) without our prior written consent, and shall not use or reproduce the Confidential Information beyond the minimum extent necessary for the use of Spider AF.
3. If the User discloses or provides the Confidential Information to a third party, the User shall impose on such third party an obligation equivalent to its own obligation under these Terms of Service and shall make such third party comply with such obligation.
4. Upon termination of the Agreement or upon our request, the User shall immediately return to us, or dispose of or remove the Confidential Information (including any and all copies, altered materials, etc.) at our option.

Article 17.(Injunctive and Other Relief)

1. The Company shall not be liable for any damages (including but not limited to loss of business profits, business interruption, loss of data or other monetary damages) incurred by the User or any third party in connection with this Agreement or use of Spider AF, regardless of the cause of action, including but not limited to default of obligation, tort liability or any other legal claim. We shall not be liable for any such damages, irrespective of the foreseeability of the occurrence of such damages.
2. The Company shall not be liable for any damages arising from the Company’s taking or failing to take any measures in accordance with these Terms of Service, damages arising from claims of infringement of a third party’s rights against Spider AF, damages arising from a malfunction of Spider AF, damages arising from a user’s failure to operate Spider AF, damages arising from failure of equipment installed and maintained by the User, the Company or a third party. The Company shall not be liable for damages caused by the failure of equipment installed, maintained, or managed by the User, the Company, or a third party, damages caused by a third party's program, damages caused by a virus, hacking, or other illegal access, damages caused by the suspension or interruption of this system, and damages caused by a third party such as a telecommunications carrier, Internet service provider, or the like.
3. The Company shall not be liable for any dispute between the User and a third party arising out of or as a result of the User’s use of Spider AF, including but not limited to the acquisition or viewing of a third party’s personal information and communication contents. The User shall handle and resolve such disputes at his/her own expense and responsibility and shall immediately compensate the Company for any damages (including costs required to restore the image of Spider AF, attorney's fees, litigation costs and compensation for damages to third parties) incurred by the Company, and shall not cause any inconvenience to the Company. In addition, the User shall cooperate with the Company at our request in order to resolve such disputes.

Article 18.(Injunction and Other Remedies)

In the event of noncompliance with these Terms of Service, the Company may suffer irreparable damage. Therefore, in addition to monetary compensation and other remedies based on law, the User agrees in advance that the Company shall be entitled to specific performance or injunctive relief as remedy for breach or threatened breach of these Terms of Service without warranty, other security provision or grounds for damage.

Article 19.(Other Conditions)

1. The laws of Japan (including procedural laws) shall apply to these Terms of Service, and the Tokyo District Court shall have exclusive jurisdiction in the first instance over any dispute arising from or in connection with the use of Spider AF and its results.
2. Neither party shall be liable for any delay in performance of these Terms of Service or non-fulfillment of all or part of these Terms of Service due to a natural disaster or other force majeure.
3. Even if any part of the provisions of these Terms of Service is held to be illegal, invalid, or unenforceable, the valid provision that most closely matches the intent of such part shall be substituted for the part held to be illegal, invalid, or unenforceable, or a reasonable interpretation shall be made so that the valid provision that most closely matches the intent of such part shall be applied. The remaining provisions shall thereafter remain in full force and effect. Even if any part of the terms and conditions of the Company's disclaimer is determined to be illegal, invalid, or unenforceable, the scope of the Company's liability to the User or third party shall be limited to direct and ordinary damages (excluding lost profits) that have actually occurred, and regardless of the amount of the act that caused such damages. The maximum amount of damages shall be the average monthly usage fee paid by the User to the Company during the most recent 12 months (if the period is less than 12 months, the average monthly usage fee incurred during the period) equivalent to 3 months of the average monthly usage fee paid by the user to the Company during the most recent 12 months.
4. The English language is the official language of these Terms and Conditions, and even if a translation of these Terms of Service has been prepared in a language other than English, such translation shall be for reference purposes only, and only the English language version shall be effective between the User and the Company.
5. The Company may change the Terms of Service as necessary without prior notice to the User, and the amended Terms of Service shall take effect from the time of notification to the User (or from the effective date, if such date has been specified). If the User uses Spider AF after the modification of these Terms of Service becomes effective, the User shall be deemed to have agreed to all the contents of these Terms of Service after the modification.
6. In the event that any matter is not stipulated in these Terms of Service, or any question arises concerning the implementation of these Terms of Service, the User and the Company shall consult with each other in good faith and attempt to reach an amicable settlement.

ANNEX I– Data Protection Agreement

THIS AGREEMENT IS MADE BETWEEN:

The customer and its company as a controller (hereinafter, the "Company/Data Controller")

SPIDER LABS PORTUGAL, UNIPESSOAL, LDA, with Tax Registration Number 516011626, and registered office in Rua dos Eucaliptos, Lote 63, Loja 3B Alfragide Amadora, 2610-069 Alfragide, represented by Eurico Jose Teodoro Doirado, duly empowered as General Manager (hereinafter the "Supplier/Data Processor") each a "party" and together the "parties".

The Parties hereby agree as follows: