TableCheck Terms of Use for Participating Merchants

Established September 24, 2014 | Last revised May 1, 2025

Article 1 — General Provision

1. These Terms govern the reservation/customer/business management system and online reservation management system provided by TableCheck Inc.

2. Where Individual Contracts conflict with these Terms, the Individual Contracts prevail; the Terms serve as interpretive guidance.

3. For Third Party Services used alongside TableCheck services, the Applicant agrees to those third parties’ terms. TableCheck assumes no liability for damages from prohibited or improper use of such services.

Article 2 — Definitions

1. TC — The TableCheck management system, including reservation/customer management functions and optional services.
2. TableCheck for Diners — The online reservation-obtaining function and its optional services.
3. Service — Collective term for TC and TableCheck for Diners systems.
4. Personal Information — Information identifying a living individual by name, date of birth, or other descriptors, including information combinable to identify an individual.
5. User — Stores of the Applicant under an active, non-terminated service agreement.
6. Information on the Applicant — Personal and other information about the Applicant/User input into TC.
7. TC Customer Information — Reservation and personal information of customers input into TC by the Applicant.
8. Telecommunication Services — Relaying communications or providing facilities for communications with others.
9. User Facilities — Tablets, telecommunications equipment, and software installed by the User to receive the Service.
10. Facilities for the Service — Computers, telecommunications equipment, and software installed by TableCheck Inc. to provide the Service.
11. Facilities, etc. for the Service — Collective term for Service facilities, telecommunications lines, and third-party-provided infrastructure.
12. User ID — Code identifying the User among Service users.
13. Password — Code used in combination with User ID to identify the User.
14. Log-in Information — Collective term for User ID and Password.
15. Purpose — Performing these Terms.
16. Confidential Information — Personal Information, Log-in Information, and all business/engineering/development information disclosed by a Discloser to a Recipient in connection with the Purpose.
17. Dining Guest — Person using the Service to make a reservation with the Applicant.

Article 3 — Amendment of Specifications and Charges

1. Service specifications are stated in TableCheck specification documents; TableCheck Inc. may amend them at its discretion.
2. For most amendments, thirty days’ prior notice to the Applicant is required, except where the amendment causes no disadvantage or is required by a facilities provider.
3. For fee changes, at least 30 days’ prior notice must be given by the method TableCheck Inc. specifies.

Article 4 — Application

1. The Applicant shall provide necessary information in the manner TableCheck specifies; TableCheck bears no liability for damages from omissions or deficiencies in that information.
2. The Applicant bears responsibility for entering, registering, and managing information needed for the Service.
3. The Applicant is responsible, at its own cost, for necessary training related to Service use.
4. After all required documents arrive complete and error-free, TableCheck Inc. shall promptly set up the necessary accounts.
5. After account issuance, TableCheck Inc. shall notify the Applicant of login credentials. The notification date is the “Usage Commencement Date”; its calendar month is the “Usage Commencement Month.”
6. An alternate start date agreed upon by both parties via a specified method shall serve as the usage start date.

Article 5 — Period of Use

1. These Terms are effective for six (6) months from the first day of the Usage Commencement Month, then automatically renew monthly unless the Applicant provides thirty (30) days’ written cancellation notice.
2. Where an Individual Contract specifies a usage period, the Terms run until that period’s last day and renew for equal periods unless thirty (30) days’ written notice of cancellation is given.

Article 6 — Installation and Maintenance of User Facilities

1. The Applicant shall, at its own cost and responsibility, install and maintain User Facilities and the Service environment per TableCheck Inc.’s specified conditions.
2. The Applicant shall, at its own cost and responsibility, connect User Facilities to the Internet via a telecommunications carrier.
3. If User Facilities or the connection environment are defective, TableCheck Inc. bears no obligation to provide the Service.
4. TableCheck Inc. may supervise, analyze, and adjust User Data, etc. when necessary for maintenance, operation, or technical reasons — though this does not create an obligation to do so.

Article 7 — Log-in Information

1. The Applicant must not share User ID and Password with third parties and must strictly manage them at its own cost. TableCheck Inc. is not liable for damages from the Applicant’s negligent management; the Applicant shall compensate TableCheck Inc. for any resulting damages.
2. Any Service use by a third party via the User’s Log-in Information is deemed use by the User, with all associated obligations falling on the Applicant.
3. TableCheck Inc. may disable Log-in Information if: (1) the User’s Service access is cancelled for monetary default or terms violation; (2) the User is likely to neglect monetary or other obligations; or (3) TableCheck Inc. otherwise considers it inappropriate.

Article 8 — Loss/Damage of Data

TableCheck Inc. bears no liability for data loss or destruction arising from failures of Service facilities or any other cause.

Article 9 — Prohibited Matters

1. The Applicant shall not, in using the Service:

   1. Transmit or enable receipt of harmful computer programs
   2. Intentionally input false or inaccurate information
   3. Infringe intellectual property rights, including reverse-engineering or decompiling Service software
   4. Tamper with or unauthorizedly delete Service content or information
   5. Use the Service while impersonating a third party
   6. Transmit or enable receipt of computer viruses or harmful programs
   7. Test or scan Service system vulnerabilities or breach security/authentication methods
   8. Monitor Service system data and traffic
   9. Violate laws, public order, or standards of decency, or disadvantage TableCheck Inc. or third parties
   10. Intentionally disturb Service operations

2. If the Applicant learns of a likely violation, it must immediately notify TableCheck Inc.

3. TableCheck Inc. may, without prior notice, temporarily suspend the Service or delete related information upon learning of prohibited acts. It may also report suspected violations to law enforcement and cooperate with investigations.

4. TableCheck Inc. may also request the Applicant to confirm facts, explain conduct, prevent recurrence, or address third-party requests.

5. TableCheck Inc. shall not use the Service for third parties’ benefit without prior written consent.

Article 10 — Temporary Suspension

1. TableCheck Inc. may temporarily suspend all or part of the Service without prior notice when suspension results from causes not attributable to TableCheck Inc., including:

   1. Failure-related maintenance of Service facilities
   2. Telecommunications carrier suspension of lines or services
   3. Third-party facilities providers suspending provision
   4. Software providers suspending software supply
   5. Operationally or technically compelling reasons
   6. Force majeure events, including:
      • (a) Acts of God, civil commotion, or other force majeure
      • (b) COVID-19, influenza, SARS, or other epidemics
      • (c) Radioactive contamination
      • (d) Shortage of water, gas, or power beyond TableCheck Inc.’s capacity
      • (e) Business closures for security reasons
      • (f) User Facilities failure or connection environment defects
      • (g) Damages from telecommunications line performance limitations
      • (h) Viruses or third-party attacks not preventable by specified security measures
      • (i) User failure to follow specified procedures or security measures
      • (j) Compliance with criminal law compulsory dispositions or court orders
      • (k) Acts of governments or government agencies
      • (l) Any other cause not attributable to TableCheck Inc.

2. For regular inspections, TableCheck Inc. shall give prior notice; in emergencies, notice may be given after the fact.

Article 11 — Discontinuation or Termination of Provision

TableCheck Inc. may discontinue or terminate all or part of the Service by notifying the Applicant in advance (except in emergencies) if:

1. The Applicant violates any terms and conditions for Service provision
2. The Service is discontinued pursuant to Article 9, Paragraph 3

Article 12 — Abolition of the Service

TableCheck Inc. may abolish all or part of the Service when:

1. Not less than sixty days’ notice is given to the Applicant before abolition
2. A facilities provider abolishes provision and no alternate facilities are reasonably obtainable
3. A software licensing agreement terminates and no alternate software is reasonably obtainable
4. Force majeure events as described in Article 10(1)(6)(a)–(l) occur

Article 13 — Failures of Service Facilities

1. If the Applicant finds the Service unusable or defective, it must first confirm no User-side failure exists, then notify TableCheck Inc.
2. If TableCheck Inc. learns of a Service facilities failure, it shall promptly notify the Applicant.
3. TableCheck Inc. shall without delay repair or recover any Service facilities it installed upon learning of a failure.
4. If the failure lies in telecommunications lines or services provided to TableCheck Inc., TableCheck Inc. shall instruct the relevant carrier to repair or recover them.

Article 14 — Service and Usage Fees

1. The Applicant shall pay TableCheck Inc. individually agreed Service fees plus applicable taxes.
2. TableCheck Inc. (or its designated billing personnel) shall calculate and invoice initial expenses for the Usage Commencement Month and Optional Initial Expenses.
3. Monthly basic use fees commence from the Usage Commencement Month; monthly invoices (covering current or multi-month periods per contract) are issued for base and optional fees.
4. Pay-per-use option fees are invoiced monthly based on the prior month’s transactions.
5. All fees and applicable taxes are due by the last day of the following month, payable by bank transfer to the account TableCheck Inc. specifies. Bank transfer charges are borne by the Applicant; TableCheck Inc. will not issue receipts.
6. The Applicant must pay fees even during Service suspension under Articles 10 or 11, unless Article 15(1) applies.

Article 15 — TableCheck Inc.’s Responsibility for Providing the Service

1. If a complete Service outage attributable to TableCheck Inc. continues for twenty-four or more consecutive hours, the monthly basic use fee for that month (plus applicable taxes) shall be deducted from the Applicant’s bill — capped at one month’s fee even if multiple outages occur in the same month. This does not apply to suspensions under Articles 9–11.
2. Except as provided in Paragraph 1 and Article 45, TableCheck Inc.’s liability is limited to ordinary, direct damages caused by violations of Articles 49 or 22 attributable to TableCheck Inc., capped at one month’s basic fee for the directly causative Service. Damages from unattributable events, special circumstances, or lost profits are excluded.

Article 16 — Delinquency Charges

1. Unpaid monetary obligations accrue a delinquency charge at 14.6% per annum from the day after the due date until payment is complete.
2. The charge is calculated on a 365-day basis; amounts less than one yen are rounded down.
3. This provision does not constitute liquidated damages.

Article 17 — Outsourcing

TableCheck Inc. may outsource (including re-outsourcing) all or part of Service-related operations to third parties.

Article 18 — Request for Disclosure of Information

Either party may disclose Confidential Information or User Data to governmental agencies or courts when legally required, but must notify the other party in advance where possible, or as promptly as possible afterward if advance notice is impossible.

Article 19 — Area for Providing the Service

The Service is available only in countries and regions approved by TableCheck Inc. Use outside approved areas, including remote connections from unapproved regions, requires prior written consent from TableCheck Inc.

Article 20 — After Termination of Use

1. Upon termination of Service use for any reason, TableCheck Inc. may immediately delete documents and data stored in Service facilities. TableCheck Inc. bears no liability for resulting damages.
2. This article applies mutatis mutandis to partial terminations.

Article 21 — Use of Information by the Applicant

1. The Applicant shall manage Service-collected Personal Information as Confidential Information and use it only with customer consent and in compliance with applicable personal information laws.
2. Where the Applicant has separate agreements with reservation-service companies or other third parties regarding Personal Information handling, the Applicant shall comply with those agreements at its own responsibility.
3. The Applicant is fully liable for damages resulting from violations of the preceding two paragraphs.

Article 22 — Use of Information by TableCheck Inc.

1. TableCheck Inc. shall manage Service-acquired Personal Information as Confidential Information and comply with applicable personal information laws.
2. If the Applicant requests deletion of TC Customer Information in writing upon cancellation, TableCheck Inc. shall comply promptly.
3. TableCheck Inc. shall not disclose or transfer Personal Information to third parties in a manner that enables individual identification.
4. TableCheck Inc. shall not contact the Applicant using TC Customer Information except for reservation-confirming or reminder emails, or matters for which prior consent exists.
5. Paragraphs 3–4 do not apply where information directly input by customers or independently acquired by TableCheck Inc. coincides with TC Customer Information and a separate agreement with customers governs its use.
6. TableCheck Inc. and designated third parties may analyze and use TC Customer Information and Applicant Information (“Subject Information”) for:
   1. Business under these Terms and Individual Contracts
   2. Marketing using Subject Information aggregated into non-identifiable statistical data
   3. Marketing without comparing Subject Information or clearly stating store names
   4. Utilization of third-party services and systems to increase the Applicant’s value from TC systems, at no extra cost, unless the Applicant has notified TableCheck Inc. in advance

Article 23 — Notice and Notification by TableCheck Inc.

1. TableCheck Inc. may use Applicant Information collected incidental to the Service, even after cancellation, for:

   1. Delivering advertising and business information from TableCheck Inc. and third parties
   2. Notifying of important or urgent Service matters
   3. Developing new TableCheck Inc. products, functions, and services
   4. Publishing that the Applicant and User use the Service in distributed materials, websites, and other media

2. If the Applicant requests discontinuation or deletion of information under Paragraph 1 in writing at cancellation, TableCheck Inc. shall promptly comply.

Online Payment Function

Article 24 — Scope of Usage

This section applies to Applicant sales using the online payment function where the Applicant transacts directly with TableCheck Inc. Articles 1–23 and 42–56 govern matters not addressed in Articles 25–33.

Article 25 — PCI-DSS Compliance

TableCheck Inc. shall comply with the PCI DSS security standard when storing, processing, or transmitting credit card numbers and related payment data.

Article 26 — Application for Use of Online Payment Function

1. The Applicant must provide necessary information to TableCheck Inc. by its specified method. TableCheck Inc. bears no liability for damages from errors or omissions in that information.
2. The Applicant agrees that applications are subject to an assessment process. TableCheck Inc. need not disclose assessment details or rejection reasons.
3. Upon acceptance, TableCheck Inc. shall promptly apply necessary system settings and notify the Applicant when the function is enabled.

Article 27 — Use of Online Payment Function

1. The Applicant shall only use the Online Payment function for sales within the scope of and compliant with these Terms.
2. The Applicant shall only use the Online Payment function for sales in which it is the seller.

Article 28 — Restrictions of Online Payments

The Applicant shall comply with laws governing sales, online payment, credit card payment, Handled Products, and related advertising. Criminal, threatening, law-violating, or intellectual-property-infringing acts are prohibited.

Article 29 — Investigation, Improvement Request

1. When TableCheck Inc. judges the Applicant is or may be in violation of these Terms or applicable laws, or upon third-party request, the Applicant must cooperate with investigations by TableCheck Inc. or its designated third parties and provide necessary information immediately upon notification.
2. TableCheck Inc. may submit information obtained from the Applicant or during investigation to relevant third parties.
3. TableCheck Inc. and related third parties may amend or suspend the Applicant’s online sales, advertising, or Handled Products when:
   1. Reasonable grounds exist for believing violations of these Terms or applicable laws
   2. Complaints, refund requests, or damage claims are received from buyers
   3. Rights (including copyright, honor, credit, privacy) are allegedly infringed in connection with the Applicant’s sales
   4. The Applicant fails to cooperate with investigations per Paragraph 1
   5. Sales, advertising, or Handled Products are otherwise determined inappropriate

Article 30 — Payment of Online Sales Proceeds

1. When a Dining Guest pays using TableCheck Inc.’s prescribed method, TableCheck Inc. shall remit the amount remaining after deducting prescribed fees and applicable taxes (“Online Sales Settlement Amount”) to the Applicant’s designated account. When the payment due date falls on a bank holiday, the next bank opening day applies.
2. TableCheck Inc. may, without prior notice, deduct unpaid amounts owed by the Applicant (including fees under Article 14, delinquency charges under Article 16, and damages) from the Settlement Amount. No transfer is required if the net amount is zero or negative.
3. TableCheck Inc. shall notify the Applicant of deductions either before or after they are made.
4. TableCheck Inc. may delay or withhold payment under reasonable grounds, including chargeback situations, without liability for interest or damages to the Applicant.

Article 31 — TC Points and Voucher

1. Definitions:

   • TC Points — Collective term for Paid TC Points and Free TC Points
   • Paid TC Points — Points issued by TableCheck Inc. to the Dining Guest at one (1) point per one (1) Japanese yen, in exchange for consideration
   • Free TC Points — Points granted free of charge by TableCheck Inc. or the Applicant, usable at one (1) point per one (1) Japanese yen
   • Voucher — A reservation certificate (or, for TableCheck Pay, a certificate of use) issued by the Applicant for use at its establishment

2. The Applicant shall issue a Voucher to the Dining Guest when a transaction is entered into per TableCheck Inc.’s prescribed method.

3. The Applicant agrees that Dining Guest payment using TC Points is governed by Article 30.

4. Voucher validity shall be stated on the Voucher per TableCheck Inc.’s designated method and shall not exceed six (6) months from issuance.

5. Vouchers may not be lent, assigned, transferred, or pledged as collateral to any third party.

Article 32 — Chargebacks, Refund of Online Payment

1. If TableCheck Inc. receives a chargeback request from a third-party payment service provider related to the Applicant’s services, TableCheck Inc. shall promptly notify the Applicant.
2. The Applicant shall cooperate in good faith with chargeback disputes. Where the cause lies with the Applicant’s services and TableCheck Inc. bears no willful misconduct or negligence, the Applicant bears the full chargeback amount.

Article 33 — Compensation by Applicant, Limitation of TableCheck Inc.’s Liability

1. The Applicant must immediately notify TableCheck Inc. of, and resolve at its own risk and expense, claims or disputes regarding:

   1. Item discrepancies, functional problems, delivery delays, payment or advertising disputes
   2. Disputes over sale validity, authenticity, consumer law violations, or cooling-off cancellations

2. If TableCheck Inc. or related third parties suffer losses related to the Applicant’s use of the online payment function or product sales, the Applicant shall indemnify them; TableCheck Inc. and third parties bear no liability.

3. TableCheck Inc. and related third parties bear no responsibility for Applicant damages resulting from application rejection, service suspension, agreement assignment, or cancellation under these Terms.

4. TableCheck Inc. does not guarantee buyer payment or collection. Online payments are executed or rejected by third-party providers. TableCheck Inc. assumes no responsibility for payment failures unless directly attributable to its own breach of these Terms.

Booking Site Integration Function

Article 34 — Scope of Usage

This section applies to use of the Booking Site Integration Function based on the Applicant’s agreement with TableCheck Inc. and/or a third-party service provider. Articles 1–23 and 42–56 apply to matters not addressed in Articles 34–35.

Article 35 — Inventory Control Function

1. To use the Booking Site Integration Function, the Applicant must provide relevant third-party service information, including login credentials, and agrees that TableCheck Inc. may share such information with service-provision third parties.
2. The Applicant shall manage and operate login information and assigned inventory under its own responsibility. TableCheck Inc. bears no liability for damages from improper management or operation.

Reservation Fee Revenue Share Function

Article 36 — Scope of Application

Articles 36–41 apply to the application for and use of the Reservation Fee Revenue Share Function (“Function”), based on an application directly entered into between the Applicant and TableCheck Inc.

Article 37 — Use of the Reservation Fee Sales Function

1. By applying for the Function, the Applicant agrees that TableCheck Inc. may disclose Applicant information to Dining Guests.
2. The Applicant is solely responsible for managing login credentials and allocated inventory related to the Function. TableCheck Inc. bears no liability for costs or damages from inadequate Applicant management.

Article 38 — Fees

1. The Function fee accrues upon the User’s acceptance of a Dining Guest reservation request.
2. The fee equals the reservation fee specified in Article 41 multiplied by the revenue share ratio in Article 40.
3. The fee is finalized upon reservation confirmation and is non-refundable upon subsequent cancellation or guest-count changes.
4. TableCheck Inc. shall remit the fee, less costs per Article 39, to the Applicant’s designated account by the end of the month following fee accrual. TableCheck Inc. bears the transfer fees.

Article 39 — Cost Burden

1. Credit card transaction fees per confirmed reservation (“Costs”) are determined by TableCheck Inc. and borne by the Applicant. TableCheck Inc. bears the credit card processing fee.
2. Costs follow Article 38’s payment terms. TableCheck Inc. may offset Costs against the fee at any time.

Article 40 — Revenue Share Ratio

1. The revenue share ratio is as specified in the TableCheck application form.
2. A separately agreed-upon ratio between both parties shall supersede Paragraph 1.

Article 41 — Reservation Fee

1. The Dining Guest’s reservation fee per reservation is as specified in the TableCheck application form. The Applicant may revise it at its sole discretion; revisions apply prospectively only.
2. Where reservations include infants counted among the guest total, no reservation fee is charged for such infants; the regular fee applies to adults.

General Provisions

Article 42 — Trademark

The Applicant shall comply with TableCheck Inc.’s instructions when using TableCheck Inc. trademarks.

Article 43 — Assignment of Agreement

The Applicant shall not assign or transfer rights and obligations under these Terms, in whole or in part, to any third party without prior written consent from TableCheck Inc.

Article 44 — Intellectual Property Rights

1. Intellectual property rights in the Service remain with TableCheck Inc. or its licensors and do not transfer to the Applicant or any third party.
2. Except as stated in these Terms, TableCheck Inc. does not authorize the Applicant to use or transfer any copyrights, trademark rights, design rights, patent rights, or other intellectual property rights held by TableCheck Inc. or its licensors.
3. The Applicant agrees not to infringe TableCheck Inc.’s patent rights, copyrights, utility model rights, or other rights pertaining to the Service.

Article 45 — Handling of Claims Relating to Intellectual Property Rights

1. If TableCheck Inc. receives a claim from the Applicant or a third party alleging that the Service infringes third-party copyrights or patent rights, TableCheck Inc. shall settle the matter at its own responsibility and cost.

2. This applies provided the Applicant promptly notifies TableCheck Inc. of the claim, grants TableCheck Inc. authority to defend it, cooperates in resolution, and does not settle without TableCheck Inc.’s prior written consent.

3. Upon learning of or anticipating such a claim, TableCheck Inc. may:

   1. Modify the Service to avoid the claim
   2. Acquire necessary rights enabling continued Applicant use
   3. Terminate the Service

4. Paragraph 1 does not apply where a claim arises from:

   1. Unauthorized changes to the Service by the Applicant
   2. Combination of the Service with unapproved software or services (where the combination caused the claim)
   3. Use of the Service in violation of its terms and conditions
   4. Any other cause not attributable to TableCheck Inc.

5. TableCheck Inc.’s liability under this article is capped at the total Service fees received from the Applicant in the most recent one-year period (excluding optional function fees tied to third-party paid services).

6. This article constitutes TableCheck Inc.’s entire responsibility for intellectual property infringement.

Article 46 — Compliance with Laws

The Applicant shall comply with applicable laws and regulations when using the Service and warrants that all Users hold required restaurant business approvals and permissions.

Article 47 — Refusal to Conduct Trade with Anti-social Forces

1. The Applicant warrants that it, its affiliates, officers, employees, and related persons do not fall under:

   1. Organized Crime Groups
   2. Members of Organized Crime Groups
   3. Quasi-members or former members of Organized Crime Groups
   4. Organized Crime Group-related companies
   5. Corporate racketeers seeking illicit benefits from companies
   6. Groups or individuals disguising themselves as social movements while seeking illicit benefits
   7. Special intellectual violent organizations with fund connections to Organized Crime

2. If the Applicant is found or reasonably suspected to be in violation, TableCheck Inc. may immediately cancel these Terms, and the Applicant shall compensate TableCheck Inc. for resulting damages.

3. TableCheck Inc. may demand Service suspension by, or suspend system operation for, an Applicant reasonably suspected of violating Paragraph 1.

Article 48 — Anti-Bribery and Corruption

1. The Applicant shall comply with all applicable anti-bribery and anti-corruption laws, including the Japan Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act (“Anti-Bribery Laws”), and shall not engage in any conduct constituting a violation.
2. The Applicant represents and warrants that neither it nor its agents, contractors, consultants, or employees has violated the Anti-Bribery Laws, and none is currently under related governmental investigation.
3. The Applicant shall indemnify and hold harmless TableCheck Inc. and its directors, officers, agents, and employees from all damages, liabilities, penalties, fines, legal costs, and expenses arising from any breach of this article.

Article 49 — Confidential Information

1. The Applicant and TableCheck Inc. shall not use Confidential Information for purposes other than the Purpose.

2. The Recipient shall not disclose Confidential Information to third parties except to Officers and Employees who need it for the Purpose, unless the information:

   1. Entered the public domain through no fault of the Recipient after disclosure
   2. Was already known to the Recipient before disclosure
   3. Was already in the public domain at the time of disclosure
   4. Was independently developed by the Recipient without reference to the disclosed information
   5. Was lawfully acquired from a third party without confidentiality obligation

3. The Recipient may disclose Confidential Information with the Discloser’s prior written consent, or in response to legitimate legal inquiries from courts, prosecutors, police, or supervisory authorities.

4. The Recipient shall ensure Officers and Employees (including former employees and authorized third-party recipients) comply with these confidentiality obligations; violations by such persons are attributed to the Recipient.

5. The Recipient shall not reproduce, alter, or use Confidential Information for development or business activities.

6. Where the Recipient must share Confidential Information with a third party (including affiliates) to perform the Purpose, it may do so to the necessary extent, provided that third party assumes equivalent obligations; violations by such third parties are attributed to the Recipient.

7. If the Recipient violates any provision of this article, it shall be liable for all resulting damages to the Discloser.

8. If the Recipient becomes aware of any circumstance likely to hinder Confidential Information protection, it must immediately notify the Discloser, take emergency measures, and promptly submit a detailed written report and proposed course of action.

9. This article survives termination of these Terms for two years.

Article 50 — Representation and Warranty of Applicant

The Applicant represents and warrants to TableCheck Inc. that, as of the date of executing these Terms, its representations and warranties are true and correct in all material respects.

Article 51 — Representation and Warranty of TableCheck Inc.

TableCheck Inc. represents and warrants to the Applicant that, as of the date of executing these Terms, its representations and warranties are true and correct in all material respects.

Article 52 — Cancellation

1. Either party may immediately cancel these Terms, in whole or in part, without notice if the other party:

   1. Violates obligations or representations and warranties, fails to cure within a specified period of more than ten business days after notice
   2. Is subject to a petition for, or itself decides to file for, bankruptcy, civil rehabilitation, corporate reorganization, or similar insolvency proceedings
   3. Has a bill or check dishonored or faces suspension of bank transactions
   4. Is subject to revocation or suspension of business by a supervisory agency
   5. Is subject to provisional attachment, provisional disposition, or compulsory execution that makes performance of the agreement difficult
   6. Resolves to dissolve, merge, or transfer all or a significant part of its business, making performance difficult
   7. Is suspected of having fund, transactional, or other relationships with anti-social forces
   8. Experiences any other material grounds making continued performance difficult

2. If cancelled per Paragraph 1, the Applicant automatically forfeits any benefit of time and must immediately pay all remaining obligations in cash.

Article 53 — Compensation for Damages

1. If either party incurs damages due to the other’s violation of these Terms (including incorrect representations and warranties), and the violation is not corrected within thirty days of a written correction notice, the aggrieved party may claim compensation for damages within the scope of reasonable consequence.
2. Liability does not extend to lost profits from business disruption, data or document loss, third-party damages, or other indirect or expanded damages, even where the possibility of such damages was advised.
3. TableCheck Inc. is not liable under any circumstances for loss, claims, or damages of any kind from Service use, failure, or delay, including special, punitive, incidental, or consequential damages, whether the basis is contract, tort, or otherwise.
4. TableCheck Inc. bears no liability for specification amendments or failures/delays in third-party systems incidental to the Service (including reservation service-provider systems and Internet browsers/modules).
5. Paragraphs 1–4 do not apply to liability under Article 9 (Prohibited Matters) or Article 7, Paragraph 2.

Article 54 — Severability

If any provision or part of these Terms is held invalid under applicable law, the remaining provisions remain valid. The invalid provision or part shall be modified to the minimum extent necessary to become valid, interpreted to achieve the same purpose and legal and economic effect as originally intended.

Article 55 — Governing Law and Jurisdiction

1. For Applicants outside China, these Terms are governed by the laws of Japan. The Tokyo District Court has exclusive first-instance jurisdiction.
2. For Applicants in China, these Terms are governed by the laws of Beijing and China. The Base Court of Beijing has exclusive first-instance jurisdiction under the contract with TableCheck Inc.’s Designated Company.

Article 56 — Good-faith Consultations

Matters not addressed in these Terms shall be resolved through good-faith consultations between the parties, consistent with the intent of these Terms.

TableCheck Specifications

TableCheck Inc. may change Service specifications without notice. Specifications are deemed Confidential Information; distribution or disclosure to third parties without approval is prohibited.

(1) Outline of the Service

• (a) A cloud-type service enabling Users to access reservation and customer management via browser and Internet connection
• (b) Users may access TableCheck simultaneously from multiple terminals
• (c) An individual contract is required for each transaction in addition to these Terms

(2) Constitution of the Service

(a) Basic Service

1. Reservation Management Function
2. Customer Management Function
3. Table Allocation Function
4. Online Reservation Function

(b) Optional Service

1. Data Import
2. Data Cleaning Before and After Data Import
3. Two-step Authentication Login (One-time Password)
4. Payment System
5. Booking Fee & Revenue Share

(3) List of Functions

Automatic data intake from reservation sites does not guarantee data accuracy. Provision may be suspended or discontinued due to reservation site specification changes or service abolition.

(4) Operating Time

• (a) 24 hours, 365 days
• (b) This is a target; 100% uptime is not guaranteed

(5) Security Measures

• (a) Storage of Personal Information: AES-method encryption
• (b) Transmission and Receipt of Important Information: SSL transmission protection

(6) Preparation/Response by User

• (a) Internet Connection: Broadband line recommended; 25 Mbps or above recommended
• (b) Wireless LAN (Wi-Fi) connection environment
• (c) Devices

(7) Services offered by third parties

Applicant’s Representation and Warranty

The Applicant represents and warrants to TableCheck Inc. that, as of execution of these Terms:

1. The Applicant is a duly organized, validly existing entity with all requisite power and authority to execute and perform these Terms, without conflict with applicable laws, its articles of incorporation, or existing contracts. These Terms constitute a legal, valid, and binding obligation enforceable against the Applicant in accordance with its terms.
2. The Applicant has lawfully obtained all required notifications, approvals, and permissions for its business and has not been subject to criminal penalty, administrative penalty, guidance, or other disposition regarding its business.
3. All representations, warranties, documents, and information provided by the Applicant in connection with these Terms are free from material misstatements or material omissions that could cause misunderstanding, and are valid at the present time.

TableCheck Inc.’s Representation and Warranty

TableCheck Inc. represents and warrants to the Applicant that, as of execution of these Terms:

1. TableCheck Inc. is a duly organized, validly existing entity under the laws of Japan (and China where applicable) with all requisite power and authority to execute and perform these Terms, without conflict with applicable laws, its articles of incorporation, or existing contracts. These Terms constitute a legal, valid, and binding obligation enforceable against TableCheck Inc. in accordance with its terms.
2. TableCheck Inc. has lawfully obtained all required notifications, approvals, and permissions for its business and has not been subject to criminal penalty, administrative penalty, guidance, or other disposition regarding its business.
3. All representations, warranties, documents, and information provided by TableCheck Inc. in connection with these Terms are free from material misstatements or material omissions that could cause misunderstanding, and are valid at the present time.