Terms of Use

TABLE OF CONTENTS

This Table of Contents is not part of this Agreement and is inserted for convenience only.

 

ARTICLE 1. GENERAL PROVISIONS

1.1 Application of General Terms and Conditions

1.2 Change of General Terms

1.3 Definitions

ARTICLE 2. SERVICE

2.1 Service

2.2 Service Area

ARTICLE 3. EXECUTION OF AGREEMENT

3.1 Method of Application

3.2 Acceptance of Application

3.3 Effectuation of Agreement

3.4 Compatibility

3.5 Account

3.6 Right of Cancellation

ARTICLE 4. CHANGE OF SUBSCRIBER’S NAME AND ASSIGNMENT

4.1 Notification of Change of Subscriber’s Name

4.2 Assignment or Transfer of Agreement

ARTICLE 5. USE RESTRICTION

5.1 Use Restriction

5.2 Disconnection of Transmission

5.3 Suspension of Service

5.5 Discontinuation of Service

ARTICLE 6. TERMINATION OF THIS AGREEMENT

6.1 Termination by SORACOM

ARTICLE 7. RESPONSIBILITY

7.1 Confidentiality

7.2 Maintenance of Confidence

7.3 Notification of Necessary Information

ARTICLE 8. eSIM AND TERMINAL DEVICE

8.1 eSIM Profile

8.2 Terminal Device

ARTICLE 9. TELECOMMUNICATION

9.1 Measurement of Amount of Data

ARTICLE 10. USE OF SORACOM SYSTEM

10.1 Providing SORACOM System

10.2 Connecting to App, etc.

10.3 Use Conditions for SORACOM System

10.4 Quality and Service

ARTICLE 11. PROHIBITED ACTS

13.1 Prohibited Acts

ARTICLE 12. SERVICE FEE

12.1 Service Fee

12.2 Method of Payment

ARTICLE 13. MAINTENANCE

15.1 Repair, Recovery and Service

ARTICLE 14. INTELLECTUAL PROPERTY

16.1 Intellectual Property

ARTICLE 15. DISCLAIMER OF WARRANTIES

17.1 Disclaimer of Warranties

ARTICLE 16. INDEMNIFICATION

18.1 Indemnification

18.2 Limitation of Liability

ARTICLE 17. PROCESSING OF PERSONAL DATA

ARTICLE 18. MISCELLANEOUS

18.1 Posting this Agreement

18.2 Force Majeure

18.3 Terminating and rejecting relations with Anti-social Forces

18.4 Severability

18.5 Dispute Resolution

18.6 Governing law

 


Schedules

 

Schedule 1 Service Fee

Schedule 2 Model withdrawal form for Subscribers that are consumers


General Terms and Conditions for Soracom Mobile Service

ARTICLE 1.      
GENERAL PROVISIONS

1.1           Application of General Terms and Conditions

These general terms and conditions ( the “General Terms”) govern the use of Soracom Mobile Service. SORACOM CORPORATION, LTD, whose registered office is at 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH, registered under company number 12311887 (“SORACOM”) will provide the Soracom Mobile Service to the Subscriber (defined in Section 3.3 below) according to the Soracom Mobile Service agreement concluded under the General Terms (such agreement, the “Agreement”).

1.2           Change of General Terms

SORACOM may change the General Terms from time to time. If SORACOM changes the General Terms, SORACOM will notify the Subscriber of such change by announcing the change on the website of SORACOM or such other method as may be separately specified by SORACOM. SORACOM will send a notice to the Subscriber 30 days prior to any significant changes to the General Terms unless the change solely benefits the Subscriber. The Subscriber may terminate the Agreement with 14 days' notice during such 30 days' notice period. If the Subscriber uses the Soracom Mobile Service after such notice, the Subscriber shall be deemed to have consented to such change to the General Terms, SORACOM will apply the Service Fee (defined in Section 12.1 below) and other service provision provided in such changed General Terms.

1.3           Definitions

The following terms when used in the General Terms shall have the meanings set forth below.

App” shall mean application software that enables Subscribers to use the Soracom Mobile Global Service by installing on their terminal devices.

Electronic Communication Network” shall mean the transmission line connecting the data transmission place and the data receiving place.

eSIM” or “eSIM profile” shall mean a carrier profile for embedded Subscriber Identity Module (eSIM) that is conformed to the GSM Association standard.

Telecommunications Facility” shall mean the machine, equipment, transmission path or other electrical facilities for telecommunication.

Telecommunication Service” shall mean relaying other’s communications with the use of Telecommunications Facilities, or providing Telecommunications Facilities to be used for others' communications

 

ARTICLE 2.      
SERVICE

2.1           Service

Soracom Mobile Service is dedicated to mobile data communication utilizing cellular communication network and doesn’t cover other services, such as voice calls, SMS or MMS. The plans offered by SORACOM are specified in the Schedule 1.

2.2           Service Area

(a)         SORACOM shall provide the Soracom Mobile Service within the area designated on the App or the website of SORACOM (the “Service Area”), provided, that, the Service Area may be different if stated otherwise as specified by SORACOM separately. However, within the Service Area, you may not use the Soracom Mobile Service in places where transmissions are difficult to send or receive.

(b)         The parties of this Agreement acknowledge that there may be countries or locations within which SORACOM may be restricted from providing the Soracom Mobile Service due to applicable laws, regulations, decisions, rules or orders (“Restrictions”) despite the list of the Service Area. SORACOM will use reasonable efforts to monitor whether there are any such Restrictions. SORACOM may in its sole discretion and at any time, suspend, discontinue, limit, or modify the Soracom Mobile Service or impose additional requirements on the provision of the Soracom Mobile Service, as may be reasonably required to comply with any such Restrictions.

(c)         In no event will SORACOM be required to provide the Soracom Mobile Service in countries or locations, or in a manner that would be in violation of the Restrictions and its failure to provide the Soracom Mobile Service due to the Restrictions will not be deemed to be a breach of its obligations under this Agreement.

(d)         In the event that any Restriction, or any change in applicable law, regulation, decision, rule or order materially or adversely affects the delivery of the Soracom Mobile Service (including the economic viability thereof), SORACOM will notify Subscribers and the parties will negotiate in good faith regarding changes to this Agreement. If the parties cannot reach agreement within 30 days after notification from SORACOM requesting negotiation, SORACOM may terminate the Agreement upon 30 days’ written notice to the Subscriber.

 

ARTICLE 3.      
EXECUTION OF AGREEMENT

3.1           Method of Application

Applicants for the Soracom Mobile Service (each such applicant, an “Applicant”) shall apply for the Soracom Mobile Service via the App in accordance with the procedure specified by SORACOM after the Applicant agrees to the General Terms (such application, the “Application”). Applicant must be 18 years of age or older.

3.2           Acceptance of Application

(a)         SORACOM may request the Applicant to submit information necessary for SORACOM to determine the eligibility of the Applicant. In such case, the Applicant shall promptly submit such information in writing.

(b)         SORACOM will consent to the Application, except if SORACOM determines that:

(i)             there is an undue risk that the Applicant may breach the General Terms;

(ii)            provision of the Soracom Mobile Service to the Applicant carries an undue risk of damage to the confidence or profit of SORACOM or other Subscriber (defined in Section 3.3);

(iii)          provision of the Soracom Mobile Service to the Applicant carries an undue risk of harm to the intellectual property rights, property rights and other rights of SORACOM or a third party;

(iv)           the Applicant is under the age of 18.

(v)            the Applicant damages the relationship of mutual trust between the Applicant and SORACOM, or the Applicant or representative thereof is an Anti-Social Force (defined in Section 18.3) ;

(vi)           the Applicant falls under any of the items of Section 5.1(c) below;

(vii)         SORACOM has terminated the agreement between SORACOM and the Applicant for cause;

(viii)        the Applicant provides any false information to SORACOM;

(ix)           the Applicant designates an unavailable credit card as the method of payment; or

(x)            the Applicant does not intend to use the Soracom Mobile Service appropriately.

(c)         Notwithstanding Section 3.2(b), if SORACOM has no capacity in the communication network, SORACOM may postpone or refuse the Application.

3.3           Effectuation of Agreement

The Agreement shall become effective between the Applicant and SORACOM as of the date that SORACOM consents to the Application in accordance with Section 3.2 (the “Effective Date”, and after Effective Date the Applicant shall be referred to as the “Subscriber”).

3.4           Compatibility

The Soracom Mobile Service is only available on unlocked devices with eSIM capability running a certain version of Operating System. For the full list of the compatibility devices and OS versions, please check the App or SORACOM’s website. We shall not bear any responsibility in relation to the use of the incompatible devices.

3.5           Account

(a)         The Subscriber shall make an account that is associated with an effective Apple ID(the“Apple ID”) to use the Soracom Mobile Service (the “Soracom Mobile Account”). The Subscriber may make only one SORACOM account per Apple ID, unless otherwise expressly provided in the General Terms.

(b)         SORACOM will provide the Subscriber with a Log-in ID (the “Log-in ID”) and a Log-in password (the “Log-in Password”) to log into the system to use the SORACOM Mobile Account provided by SORACOM.

(c)         The Subscriber shall manage and protect the Log-in ID and Log-in Password at the Subscriber’s own responsibility, and shall not lend, transfer, or license the Log-in ID and Log-in Password to any third party and shall not use the Log-in ID and Log-in Password for the profit of any third party. The Subscriber shall notify SORACOM immediately in the following cases:

(i)             The Subscriber discovers or learns of unauthorized use of the SORACOM Mobile Account by a third party or the risk of such unauthorized use; or

(ii)            The Subscriber loses information regarding the SORACOM Mobile Account (including but not limited to the Log-in ID or Log-in Password), or such information is stolen by third party.

(d)         The Subscriber is responsible for any event arising from the use of the Subscriber’s own SORACOM Mobile Account, whether unauthorized use or misuse by the Subscriber, Subscriber’s officer, Subscriber’s employee, Subscriber's household or third party, and SORACOM shall not bear any responsibility in relation to such matters. If SORACOM suffers any damage arising from such use of the SORACOM Mobile Account, the Subscriber shall compensate SORACOM for such damage.

(e)         SORACOM reserves the right to remove Soracom Mobile Account and its associated data if no valid eSIM is registered to the Soracom Mobile Account within 30 days after the account has been opened.

(f)          For the protection of the Subscriber, SORACOM reserves the right to remove Soracom Mobile Account and its associated data that is inactive for over 18 months from their last activity.

3.6           Right of Cancellation

(a)         If the Subscriber is a consumer (i.e. a natural person acting for purposes outside of his/her trade or profession), the Subscriber may cancel an order for 14 days following receipt of order confirmation from SORACOM. The right of cancellation is invoked by sending an e-mail with "Cancellation" stated in the subject line to SORACOM within the period of 14 days. If the Subscriber intends to make use of the right of cancellation under this section, the Subscriber is also free to use the template in Schedule 2.

(b)         Notwithstanding section 3.6 (a), the Subscriber is obligated to pay the fees, including – but not limited to – user fees and subscription fees, for the days the subscription has been operating and active, if the Subscriber has requested and is granted access to the Soracom Mobile Service or other services of SORACOM during the 14 days period under section 3.6 (a) above.

 

ARTICLE 4.      
CHANGE OF SUBSCRIBER’S NAME, AND ASSIGNMENT

4.1           Notification of Change of Subscriber’s Name

(a)         If the Subscriber changes its name, Apple ID, or credit card and any information submitted to SORACOM, or the Subscriber plans to change such information, the Subscriber shall promptly notify SORACOM of the change.

(b)         If the Subscriber notifies SORACOM of a change pursuant to Section 4.1(a), SORACOM may require the Subscriber to submit documents evidencing the change.

(c)         If the Subscriber does not notify SORACOM of any changes required under Section 4.1(a), and SORACOM sends a notice to the Apple ID submitted by the Subscriber, such notice shall be deemed delivered to the Subscriber.

4.2           Assignment or Transfer of Agreement

(a)         The Subscriber shall not assign, transfer, sublicense or provide as collateral, or otherwise dispose of the right to receive the Soracom Mobile Service or the SORACOM System (defined in Section 10.1) under the Agreement.

(b)         SORACOM may assign this Agreement without Subscriber’s consent (a) in connection with a merger, acquisition or sale of all or substantially all of SORACOM’s assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for SORACOM as a party to this Agreement and SORACOM is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

ARTICLE 5.      
USE RESTRICTION

5.1           Use Restriction

(a)         If a natural disaster, incident or any other emergency situation occurs or is likely to occur, SORACOM may restrict the use of the Soracom Mobile Service by the Subscriber in order to give priority to communications whose content are necessary for the prevention of or relief from calamities, for the securing of transportation, communications or electric power supply, the maintenance of public order or any other public interest.

(b)         If SORACOM detects any significant and/or continuous signal or transmission using a communication procedure or application which occupies the communication band used by SORACOM, SORACOM may control the transmission rate and traffic of such signal or transmission by controlling the communication band allocated to such signal or transmission.

(c)         SORACOM may suspend or limit the use of the Soracom Mobile Service by the Subscriber, if:

(i)             the Subscriber delays in performing or fails to perform any payment obligation or any other obligation under the Agreement;

(ii)            the Subscriber gives a false information to SORACOM;

(iii)           SORACOM deems that the Subscriber violates Section 11.1 below;

(iv)           the Subscriber falls under any of the items of Section 3.2(b); or

(v)            the credit card account designated by the Subscriber is invalid, unavailable or cannot be used or recognized.

5.2           Disconnection of Transmission

(a)         If any of the following events occur, SORACOM may disconnect the Session (meaning the state of the Subscriber channel which can perform data transmissions, the same shall apply hereinafter) with respect to Soracom Mobile Service transmissions.

(i)             If SORACOM deems the Session has been data communication enabled for more than 7 days;

(ii)            If SORACOM deems excess data communication (including, but not limited to continuance of same Session for more than 24 hours) has been performed in the same Session;

(iii)          If SORACOM deems there is a risk of disturbances in smooth provision of Soracom Mobile Service caused by the terminal device;

(iv)          If SORACOM receives a suspension order for radio wave transmission from a supervisory authority; or

(v)            If SORACOM detects security or integrity related events or other similar vulnerabilities critical to the provision of the Soracom Mobile Service.

5.3           Suspension of Service

(a)                 SORACOM may suspend provision of the Soracom Mobile Service if:

(i)             there are unavoidable reasons requiring maintenance or construction of SORACOM’s Telecommunications Facility or system;

(ii)            a telecommunication carrier suspends provision of telecommunication services to SORACOM;

(iii)          a cloud service provider suspends provision of cloud services to SORACOM; or

(iv)           it is necessary for the purpose of ensuring compliance with the Restrictions.

(b)                If SORACOM suspends the provision of the Soracom Mobile Service according to Section 5.3(a), SORACOM will announce such suspension on the App or SORACOM’s website and the Subscriber is notified by e-mail or equivalent in advance except in cases of urgent necessity.

5.4           Discontinuation of Service

If there are unavoidable reasons (including but not limited to technical, operational or regulatory reasons), SORACOM may discontinue provision of the Soracom Mobile Service in whole or part.

 

ARTICLE 6.      
TERMINATION OF THIS AGREEMENT

6.1           Termination by SORACOM

SORACOM may terminate the Agreement with a notice of a minimum of end of month plus 30 days.

(a)         SORACOM may terminate the Agreement immediately in the following situations:

(i)             SORACOM has suspended or restricted use of the Soracom Mobile Service to the Subscriber under Section 5.1 (c) and the cause of such suspension or restriction has not been resolved by the Subscriber; or

(ii)            If the Soracom Mobile Service is discontinued according to Section 5.4 above.

 

ARTICLE 7.      
RESPONSIBILITY

7.1           Confidentiality

After the Application, SORACOM and the Subscriber (before execution of the Agreement, the Applicant, hereinafter the same shall apply in this Section) shall keep confidential the other party’s technical, management and any other non-public information acquired from the other party, and shall not use such information except for provision or use of the Soracom Mobile Service; provided, however, that SORACOM and the Subscriber may disclose such other party’s information to the extent necessary to comply with any law or direction, regulation or order of a court, supervisory authority or any other public institution authorized to regulate SORACOM or the Subscriber. Even if SORACOM and the Applicant do not enter into the Agreement, or the Agreement is ended by termination or any other reason, this Section shall survive.

7.2           Maintenance of Confidence

In using the Soracom Mobile Service, the Subscriber shall not act in any way to lose the confidence of SORACOM.

7.3           Notification of Necessary Information

SORACOM shall promptly notify the Subscriber if any of the following occurs.

(i)             suspension or discontinuation of SORACOM’s telecommunication business;

(ii)            cancellation of registration or filing, etc. necessary for SORACOM’s telecommunications business by supervisory authority;

(iii)          restriction of the Soracom Mobile Service under ARTICLE 5;

(iv)           change, extension or removal of the Telecommunications Facility which may affect the condition of the Soracom Mobile Service; or

(v)            dissolution of SORACOM.

ARTICLE 8.        

eSIM AND TERMINAL DEVICE

8.1           eSIM Profile

(a)         The Subscriber shall be fully responsible for the use and the management of the eSIM and under no circumstances shall we be liable for any loss, expenses, or damages. Under no circumstances shall SORACOM be liable for any loss, expenses, or damages incurred or suffered by Subscriber or any third party resulting from the Subscriber's misuse or non-conforming use of the eSIM and/or Soracom Mobile Service.

(b)         SORACOM may terminate the eSIM profile (i) after a lapse of 24 hours from the expiration of the period Subscribers can use Soracom Mobile Service (see Schedule 1) or (ii) after a lapse of 6-month period commencing on/with the Effective Date. .

(c)         In any event, the eSIM cannot be re-issued and the eSIM registered to the Subscriber’s account is non-transferable. Even where the Subscriber changes or repairs the terminal device used for Soracom Mobile Service, the same applies.

8.2           Terminal Device

The Subscriber shall use the terminal device in compliance with the technical standards established by the applicable laws and regulations equivalent to the Federal Communications Commission (FCC) rules or the CE Marking (CE Mark) for Radio Telecommunications Equipment, and supported by Soracom Mobile Service.

ARTICLE 9.      
TELECOMMUNICATION

9.1           Measurement of Amount of Data

With respect to the Soracom Mobile Service, SORACOM will measure the amount of data transmitted between the Subscriber channel and SORACOM by SORACOM’s or SORACOM’s designee’s equipment. If the data (excluding any data separately specified by SORACOM, if any) does not reach the communication recipient (if the data is sent to a mutual connection point, such mutual connection point is deemed as the communication recipient) due to a fault in the communication channel or any grounds not attributable to the sender or recipient, such data shall be excluded from the amount of data measured for determining the amount to be charged. The Subscriber may check the amount of data use via the App.

 

ARTICLE 10.   
USE OF SORACOM SYSTEM

10.1        Providing SORACOM System

SORACOM may, in its sole discretion, provide the Subscriber with a console system (the “SORACOM System”) through the App or the SORACOM’s website (collectively the “App, etc.”) for the purpose of improving the convenience of the Soracom Mobile Service .

10.2        Connecting to App, etc.

If the Subscriber connects to the App, etc., the Subscriber shall connect at its own expense and responsibility. Even if the connection is interrupted by failure of the telecommunication network or wireless LAN, SORACOM shall not bear any responsibility for such failure or any damages arising from such failure.

10.3        Use Conditions for SORACOM System

(a)         The Subscriber shall use the SORACOM System only for use the Soracom Mobile Service in the normal way and in compliance with laws and regulations, as well as by using the due care of a prudent manager.

(b)         SORACOM may change the information provided by the SORACOM System or the App, etc. (the “SORACOM Information”) and any other contents of the SORACOM System or the App, etc. without prior notification to the Subscriber. If such change is material, as determined by SORACOM, SORACOM shall notify the Subscriber beforehand.

10.4        Quality and Service

The Subscriber's data speed concerns the capacity the Subscriber has as a user of the Soracom Mobile Service. This has an influence on how swiftly the Subscriber can access the App, websites, download data, etc. The speed and capacity of the connection will be affected by the number of simultaneous users, and how many services and applications that are being used simultaneously. This means that the access to the Soracom Mobile Service and related services will be slower, if many users are using the same services at the same time.

 

ARTICLE 11.   
PROHIBITED ACTS

11.1        Prohibited Acts

(a)            In addition to any other provision of the General Terms, the Subscriber shall not:

(i)             use the terminal device in any way that is not in compliance with the technical standards established by the applicable laws and regulations equivalent to the Federal Communications Commission (FCC) rules or the CE Marking (CE Mark) for Radio Telecommunications Equipment;

(ii)            perform any act prohibited by the telecommunication carrier(s);

(iii)          perform any act (including but not limited to prohibition of data transmission to another country or prohibition of permanent roaming) prohibited by the applicable laws and regulations in the countries where the Subscriber uses Soracom Mobile Services;

(iv)           subject the apparatus or system for the Soracom Mobile Service to excessive data loads by generating continuous traffic exceeding the limits specified by SORACOM separately;

(v)            use the Soracom Mobile Service for criminal offences such as – but not limited to – child prostitution, viewing or acquiring child pornography or sending nuisance message or any other purpose that SORACOM regards as inappropriate;

(vi)           assign, transfer, sublet or provide as collateral, or otherwise dispose of all or part of SORACOM Information;

(vii)         reproduce all or part of SORACOM Information for the use of third party

(viii)        let a third party (excluding Subscriber’s Customers) use SORACOM System and SORACOM Information;

(ix)           modify or tamper with SORACOM Information;

(x)            use SORACOM Information for any product or service provided by a third party;

(xi)           use SORACOM Information for any product or service that infringes on intellectual property rights of SORACOM or any third party;

(xii)         file application of intellectual property rights based on the SORACOM Information;

(xiii)        attack the storage server of SORACOM Information by using unauthorized access or a computer virus;

(xiv)        reverse engineer, decompile, reverse assemble or otherwise analyze the SORACOM System; or

(xv)         let a third party perform any of the respective acts of the preceding paragraphs of this Section.

(b)            Subscriber acknowledges that neither the Soracom Mobile Service nor eSIM are designed, authorized or warranted to be suitable for use in the following applications and/or equipments: military, air craft, space, nuclear, life support and medical. Inclusion and/or use in the above mentioned applications/equipments is at the Subscriber’s own risk and is not recommended. Subscriber shall indemnify and hold SORACOM harmless from and against any and all losses, damages, liabilities and expenses which the SORACOM may suffer or incur as a result or as a consequence of, arising out of or in connection with such inclusion and/or use in the above mentioned applications/equipments.

ARTICLE 12.   
SERVICE FEE

12.1        Service Fee

The rate of the service fee for use of the Soracom Mobile Service (the “Service Fee”) shall be as provided in Schedule 1.

12.2        Method of Payment

The Subscriber shall pay the Service Fee and any other fees to be paid to SORACOM under this Agreement with Apple Pay or credit card (VISA, MasterCard and AMEX (American Express)).

 

ARTICLE 13.   
MAINTENANCE

13.1        Repair, Recovery and Service

(a)         If the telecommunication equipment or system installed by SORACOM breaks down or is lost, SORACOM shall repair or replace such equipment or system promptly. Provided, however, that SORACOM has no obligation to perform such repair or replacement within 24 hours.

(b)         If the Subscriber reports an error, and it turns out that there are no mistakes in SORACOM's systems or network or service, or the fault lies in the Subscriber equipment or internal networks under, the Subscriber is required to cover SORACOM's expenses related to such error detection.

 

ARTICLE 14.   
INTELLECTUAL PROPERTY

14.1        Intellectual Property

The patent, utility model right, design right, copyright, knowhow and any other intellectual property, and the data of the demonstration experiment and any other data related to the Soracom Mobile Service, the SORACOM System, the SORACOM Information or the accessorial services thereof belong to SORACOM. Nothing in this Agreement or the disclosure of information to the Subscriber by SORACOM in relation to the Soracom Mobile Service, the SORACOM System or the accessorial services thereof shall be construed, by implication, estoppel or otherwise in any sense, as a license, granting or transferring SORACOM’s patent, utility model right, design right, copyright, knowhow or any other intellectual property to the Subscriber or any other third party.

ARTICLE 15.   
DISCLAIMER OF WARRANTIES

15.1        Disclaimer of Warranties

(a)            THE SUBSCRIBER AGREES THAT THE SORACOM MOBILE SERVICE, THE SORACOM SYSTEM, THE SORACOM INFORMATION AND THE ACCESSORIAL SERVICES THEREOF PROVIDED ACCORDING TO THIS AGREEMENT SHALL BE PROVIDED ON AN “AS-IS” BASIS. TO THE EXTENT PERMITTED BY LAW, SORACOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SORACOM MOBILE SERVICE, THE SORACOM SYSTEM, THE SORACOM INFORMATION OR THE ACCESSORIAL SERVICES THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, CONSISTENCY OR SECURITY OF SERVICE, UNINTERRUPTED SERVICE, NON-MISTAKE, NON- INFRINGEMENT OF THIRD PARTY’S RIGHT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE.

 

ARTICLE 16.   
INDEMNIFICATION

16.1        Indemnification

SORACOM and the Subscriber shall, except as otherwise provided, indemnify the other party for damages as a result of its own breach of the Agreement.

16.2        Limitation of Liability

(a)         If the Soracom Mobile Service, the SORACOM System, the SORACOM Information or the accessorial services thereof become unavailable due to any cause imputable to a third party (including but not limited to telecommunication carrier(s) or cloud provider(s)), SORACOM shall not bear any responsibility in relation to such matter.

(b)         If the Soracom Mobile Service becomes completely unavailable due to a cause imputable to SORACOM for a period of 24 hours or longer (the “Unavailable Time”) commencing from the time when SORACOM recognizes the Soracom Mobile Service has reached such status, upon the Subscriber’s request, SORACOM shall refund the Service Fee according to the number of days obtained by dividing the Unavailable Time by 24 (rounding down decimals) from the Service Fee paid by such Subscriber, provided that, if the Subscriber does not request within three months after the date on which the Subscriber becomes aware of such Unavailable Time, SORACOM deems that such Subscriber waives the right to request such reduction. OUR LIABILITY TO YOU FOR FAILURES OF THE SORACOM MOBILE SERVICE IS LIMITED SOLELY TO THE REFUND SET FORTH ABOVE.

(c)         IN ANY CASE WHERE SORACOM IS LIABLE TO COMPENSATE THE SUBSCRIBER FOR LOSS OR DAMAGE, SORACOM’S LIABILITY SHALL NOT EXCEED THE SERVICE FEE ACTUALLY RECEIVED BY SORACOM FROM THE SUBSCRIBER HEREUNDER IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT CAUSING SUCH LOSS OR DAMAGE, AND IN NO EVENT SHALL SORACOM HAVE ANY LIABILITY TO THE SUBSCRIBER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR:

(I) LOSS OF ACTUAL OR ANTICIPATED INCOME OR PROFITS;

(II) LOSS OF GOODWILL OR REPUTATION;

(III) LOSS OF ANTICIPATED COST SAVINGS;

(IV) LOSS OF DATA; OR

(V) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN.

(d)         Notwithstanding the provisions of the preceding paragraphs, if the Soracom Mobile Service becomes unavailable due to a cause imputable to telecommunication carrier or cloud provider, SORACOM will compensate the Subscriber for damage (limited to actual and ordinary damage, and excluding lost profit and indirect damages) up to the amount received from such telecommunication carrier or cloud provider as compensation for such damage.

(e)         SORACOM shall not bear any responsibility for lost profits arising out of the use of the Soracom Mobile Service, costs incurred in relation to repair of any fault, request to repair any fault, or dealing with any inquiry in relation to any fault in the Soracom Mobile Service, or any complaints or claims from the Subscriber’s Customer or any other third party. The Subscriber shall not in any circumstance claim such lost profits or costs against SORACOM.

(f)          In the case where the Telecommunications Facility or system is repaired or recovered, there is a possibility that information stored in the Telecommunications Facility or system may be altered or lost. SORACOM shall not bear any responsibility for damages arising from such alteration or loss, provided, that, this shall not apply to any damage arising from SORACOM’s willful misconduct or gross negligence.

ARTICLE 17.   
PROCESSING OF PERSONAL DATA

(a)         SORACOM collects and processes personal data about the Subscriber, including name, Apple ID, e-mail, IP-address as well as data on data uses and billing data in order to provide SORACOM’s service and other purposes such as billing.

(b)         By entering into this Agreement with SORACOM the Subscriber explicitly consent to SORACOM processing personal data about him/her.

(c)         When providing the Soracom Mobile Service as a communications services provider, SORACOM will process any data processed for the purpose of the conveyance of a communication on an electronic communications network or for the billing thereof ("Traffic Data") as a data controller for the following purposes: (i) to provide and maintain the services; (ii) to calculate the Service Fee payable by the Subscriber, including other accounting, tax and billing purposes; (iii) to identify, investigate and protect against fraud, threats and unlawful or wrongful use of the services; (iv) for internal use for development and improvement of the services; and / or (v) as required by applicable law.

(d)         SORACOM may disclose Traffic Data: (i) if required by applicable law, court order, or any other statutory or supervisory authority; or (ii) to SORACOM affiliates or third parties that are lawfully sub-processing the Traffic Data in order for SORACOM to deliver the services. SORACOM will anonymize or delete Traffic Data when SORACOM no longer requires it for the purposes set forth in Article 17(c).

(e)         The Subscriber can access additional information about the personal data that is processed by SORACOM in the policy on SORACOM's website (the "Privacy Policy"), for the Subscribers in Japan: https://soracommobile.com/ja/terms/privacy/, and for the Subscribers in the other countries: https://soracommobile.com/terms/privacy/. The Privacy Policy contains information on the purposes, legal basis for processing, recipients of personal data, data retention period and the rights of the Subscriber.

ARTICLE 18.   
MISCELLANEOUS

18.1        Posting this Agreement

SORACOM will post the latest General Terms on the App or SORACOM’s website.

18.2        Force Majeure

No delay, failure or default in performance of any obligations in this Agreement shall constitute a breach of this Agreement, to the extent that such failure to perform, delay or default arises out of a cause beyond the control of and without the negligence of the party otherwise chargeable with failure, delay or default, including but not limited to action or inaction of governmental, civil or military authorities, fire, strike, lockouts or other labor dispute, flood, war, riots, earthquake, natural disaster, breakdown of public common carrier or communications facilities; computer malfunction. This Section shall in no way limit the right of either party to this Agreement to make any claim against third parties for any damages suffered due to the said causes.

18.3        Terminating and rejecting relations with Anti-social Forces

Subscriber acknowledges and agrees that, since SORACOM affiliates are Japanese companies, SORACOM must comply with the relevant rules, regulations and standards which purport to eliminate any relationship with “Anti-Social Forces” (meaning violent gangs, yakuza, mafia or other violent, blackmailing, or intimidatory groups or people who for political, religious or other ideological or economic purposes engage in anti-social activities or behavior including, but not limited to “Organized Crime Groups” or “Organized Crime Group Members” (as respectively defined in Article 2, items (ii) and (vi) of the Prevention of Unjust Acts by Organized Crime Group Members Act of Japan. The same shall apply hereafter.). As a part of such compliance, Subscriber shall ensure that at all times it and its officers, employees and any shareholders in the Subscriber:

(i)             do not and will not have any relationship or connection with any Anti-Social Forces;

(ii)           are not and will not become involved in any financial dealings with or provide any financial assistance to any Anti-Social Forces for any reason whatsoever; and/or

(iii)          do not and will not employ, hire or otherwise engage any person who is a member of any Anti-Social Force or appoint such person to any directorship or officer position.

18.4        Severability

If any provision in this Agreement is found to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if not feasible.

18.5        Dispute Resolution

(a)            Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in the London Court of International Arbitration (the LCIA). LCIA will apply the rules in force when the application for arbitration is submitted. SORACOM and the Subscriber will appoint 1 arbitrator each. LCIA will appoint 1 additional arbitrator who will be chairman of the arbitration tribunal. If either SORACOM or the Subscriber fails to appoint an arbitrator no later than 30 days after submitting an application for arbitration or receiving notice of arbitration, the LCIA will also appoint that arbitrator. The arbitration proceedings will take place in London, United Kingdom, and the language of the proceedings will be English.

18.6        Governing law

The General Terms and the Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. However, the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.

 


Schedule 1

Service Fee

  1. Data volume, duration and price of Soracom Mobile Service for each region (the countries or scope of each region are specified in the App) are described in the table below. Where the data volume and the duration still remains, and the Subscriber makes an additional purchase of a plan for the same region, the data volume and the duration of the plan will be added to the remaining data volume and the duration (top-up). HOWEVER, SUBSCRIBER SHALL LOSE THE RIGHT TO USE THE SORACOM MOBILE SERVICE AFTER A LAPSE OF 6-MONTH PERIOD COMMENCING ON/WITH THE EFFECTIVE DATE (THE DAY SUBSCRIBER INITIALLY PURCHASES THE SORACOM MOBILE SERVICE) REGARDLESS WHETHER THE DATA VOLUME AND/OR THE DURATION REMAINS OR NOT. PLEASE MAKE SURE TO USE UP THE DATA VOLUME WITHIN THE 6 MONTHS.
  2. For the Subscribers who purchased the Soracom Mobile Service via App Store UK, the price below includes VAT.

 

Regional Plan

Europe

Data volume

Duration

Price (US Dollar)

1GB

30days (720 hours)

6.99

3GB

30days (720 hours)

15.99

5GB

30days (720 hours)

23.99

10GB

30days (720 hours)

42.99

 

North America

Data volume

Duration

Price (US Dollar)

1GB

30days (720 hours)

12.99

3GB

30days (720 hours)

32.99

5GB

30days (720 hours)

52.99

10GB

30days (720 hours)

97.99

 

Oceania

Data volume

Duration

Price (US Dollar)

1GB

30days (720 hours)

12.99

3GB

30days (720 hours)

32.99

5GB

30days (720 hours)

52.99

10GB

30days (720 hours)

97.99


 

Schedule 2

 

Model withdrawal form for Subscribers that are consumers (i.e. a natural person acting for purposes outside of his/her trade or profession)

(complete and return this form only if you wish to withdraw from the contract)

- To SORACOM CORPORATION, LTD, Covent Garden, London, United Kingdom, WC2B 5AH, registered under company number 12311887:

- I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale for the following provision of the following service,

- Ordered on (*)/received on (*),

- Name of consumer(s),

- Address of consumer(s),

- Signature of consumer(s) (only if this form is notified on paper),

- Date

(*) Delete as appropriate.