May 4, 2022
Privileged and Confidential
Attorney Client Privilege
Terms of Service for iOS Application for Voxela VCare Solution
These terms of service below (the “Terms”) set out an agreement (this “Agreement”) between us,
Voxela, Inc. (“Voxela”), and a user (you or the “User”) of iOS application (the “App”) for our Voxela
VCare solution (the “Solution”) regarding your use of any feature, content or part of the App. The
Solution is an incident detection and management solution for nursing facilities, assisted living
facilities, memory care facilities and any other facilities similar to these (collectively, the “Facilities”).
1. Basic Agreement.
1. This Agreement between Voxela and the User set out in the Terms shall come into effect when the
User gives consent to the Terms. By using any feature, content or part of the App, the User shall
be deemed to have consented to the Terms. The User cannot withdraw the consent to the Terms
without the written consent of Voxela.
2. The App is only intended for use by persons who work at the Facilities that have a valid contract
with Voxela for Voxela’s provision of the Solution in the course of such persons’ provision of the
service at the Facilities as part of the Solution. This Agreement is not a “consumer contract”
defined in the Consumer Contract Act (the Act No. 61 of 2000).
3. Subject to the Terms, Voxela grants to the User, and the User accepts, a non-transferrable, non-
sublicensable, non-exclusive license to use, while this Agreement is effective, in such a way that
Voxela intends you to use the App, the App on the device to which the App is initially downloaded.
4. This Agreement does not grant or transfer to the User any intellectual property right or any other
right, title, or interest in or to any feature, content or part of the App other than the User’s license to
use the App granted under clause 1.3 of this Agreement.
5. The User’s license to use the App granted under clause 1.3 of this Agreement is personal to the
User and cannot be transferred even by inheritance. This Agreement shall be automatically
terminated upon the death of the User.
6. The User shall not use the App in such a way that Voxela does not intend you to use the App.
2. Changes to the Terms.
Voxela shall be entitled to make changes to the Terms anytime by making the updated Terms public
with reasonable means (including by posting the updated Terms on Voxela’s website). Such changes
shall come into effects when such publication is made.
3. Changes to and Suspension/Termination of the App.
1. Voxela shall be entitled to make changes to the App, or Voxela’s service to be provided through the
App (the “Service”), anytime without making any notice to the User. Voxela shall be entitled to
suspend or terminate any feature, content or part of the App (including all of the App) anytime
without making any notice to the User.
2. The User shall update the App promptly after a new version is made available. The User shall
always use the newest version of the App.
3. Voxela shall be entitled to suspend or terminate all or part of Voxela’s provision of the Service
anytime without making any notice to the User. If Voxela terminates all of Voxela’s provision of the
Service, this Agreement shall be automatically terminated.
1. Upon creating a user account with the App, the User shall provide truthful, accurate and complete
information to Voxela. Upon any change to the information previously provided to Voxela, the User
shall without undue delay notify Voxela of such change.
2. For the account of the User (the “Account”), the User shall use a password that has not been used
for any other occasion which has sufficient complexity, and manage the password properly, so that
anyone other than the User can use the Account. It shall be deemed that any use of the Account is
made by the User. Voxela shall be in no way liable for the use of the Account by anyone other than
3. Voxela shall be entitled to terminate this Agreement, and delete the Account, without making any
notice to the User if the User does not use the Account for more than three (3) years.
4. Upon deletion of the Account for any reason, the User shall not be entitled to access to any feature,
content or part of the App.
5. Termination of this Agreement.
1. Voxela shall be entitled to terminate the Agreement, delete the Account, or restrict the User’s use of
any feature, content or part of the App (including all of the App), without making any notice to the
User if Voxela becomes aware of the possibility that the User has breached any part of this
Agreement or if Voxela considers appropriate to do so.
2. The User shall terminate the use of the App immediately and remove the App from the User’s
device when this Agreement ceases to be effective.
6. Prohibited Matters.
In connection with the use of the App, the User shall not:
a. Violate any law, regulation, regulatory agency order, judgement, decision or order of a court, or a
legally binding administrative measure;
b. Perform any acts that may harm the public order or good morals;
c. Perform any criminal act;
d. Infringe any intellectual property right or any other right of Voxela or any other party;
e. Make any change to any feature, content or part of the App;
f. Decompile, disassemble or reverse-engineer any feature or part of the App;
g. Allow any other party to access to or use any feature, content or part of the App;
h. Use any other party’s account of the App or create more than one account of the App;
i. Make use of any defect in any feature, content or part of the App;
j. Make any unjust request to Voxela;
k. Interfere with, interrupt, obstruct or disrupt (i) Voxela’s management or use of the server or network
system of the App, (ii) Voxela’s operation of any feature, content or part of the App or (iii) the use of
the App by any other user of the App;
l. Prepare for, assist, or entice or encourage anyone to, perform any acts that falls under any of the
aforementioned items from (a) to (k).
m. Perform any other act that Voxela deems inappropriate.
7. Responsibility of the User.
1. The User shall use the App under his/her own responsibility. The User shall be responsible for any
and all use or non-use of the App by the User and any and all results arising from the User’s use or
non-use of the App.
2. In the event that Voxela suffers any direct or indirect damage (including attorneys’ fees) as a result
of the use or non-use of the App by the User (including where Voxela receives a complaint from a
third party as a result of the use or non-use of the App by the User), the User shall without undue
delay compensate Voxela for such damage.
1. Voxela makes no warranties or representations, whether empress or implied, with respect to any
aspect of the App (including but not limited to integrity, availability, continuity, redundancy,
accuracy, reliability, effectiveness and freedom from defects) and disclaims all warranties, whether
empress or implied, with respect to any aspect of the App (including but not limited to integrity,
availability, continuity, redundancy, accuracy, reliability, effectiveness and freedom from defects).
2. Voxela shall not be obligated to keep any data provided by the User to Voxela. Voxela shall not be
obligated to create or keep any backup of any data provided by the User to Voxela.
3. Voxela shall not bear any liability (including contractual liability, tort liability and any other liability) in
connection with any damage incurred by the User or any other party in connection with the use or
non-use of the App by the User.
4. In the event that Voxela bears liability towards the User or any other party in connection with the
use or non-use of the App notwithstanding clause 8.3 because of the application of the Consumer
Contract Act (the Act No. 61 of 2000) or any other reason, Voxela shall be liable only for the direct,
ordinary damage actually incurred and proved by the User or such other party up to the maximum
amount of JPY 50,000 in total for each circumstance regardless of whether based on a contract,
torts, any other theory or a mix thereof unless Voxela causes such damage wilfully or with gross
9. Service, Feature or Content Incorporated into the App.
Any service, feature or content provided by a third party may be incorporated into the App. Voxels
shall not bear any liability in connection with such service, feature or content, and such third party
shall be responsible for such service, feature or content. The User’s use of such service, feature or
content shall be deemed to be the User’s consent to the terms of service or any other conditions for
such service, feature or content of such third party if there exist ay such terms of service or conditions.
1. Contact from Voxela to the User concerning the App may be made by means that Voxela considers
2. Contact from the User to Voxela concerning the App shall be made through the App or by any other
means designated by Voxela.
3. The User hereby transfers any and all intellectual property rights (including the rights set forth in
Articles 27 and 28 of the Copyright Act (Act No. 48 of 1970)) and any and all other rights, titles, and
interests in or to any information provided by the User to Voxela to the extent possible under
applicable laws. The User shall not enforce any rights, titles and interests in or to any information
provided by the User to Voxela except the rights set forth in the Act on the Protection of Personal
Information (Act No. 57 of 2003). Voxela shall be entitled to use any information provided by the
User to Voxela in any way to the extent such use does not violate any applicable law.
11. Elimination of Antisocial Forces
1. The User represents that the User currently does not fall under, and that the User has never fallen
under in the past five (5) years, and the User covenants that the User will not fall under in the
future, any of the following categories: an organized crime group (boryokudan) (including a
member, an associate member and a related enterprise), a corporate racketeer (sokaiya), a
racketeer acting as if advocating a social movement (shakai undo tou hyobo goro), an organized
crime group that utilizes specialized knowledge (tokushu chino boryoku shudan), or any other
person similar to any one of the above; or any other person closely related to any one of the above
(collectively, “Antisocial Forces”). The User represents that the User currently does not have, and
that the User has never had in the past five (5) years, and the User covenants that the User will not
have in the future, any relationship with Antisocial Forces that should be socially condemned
(including any relationship where the User is managed or controlled by any of Antisocial Forces and
any relationship where the User uses or supports any of Antisocial Forces).
2. The User covenants that the User will not take, either by itself or by using a third party, any action
that falls under the following: (a) a violent demand; (b) an unjust demand against a person that
exceeds such person’s legal liability; (c) threatening behavior or acts of violence in connection with
a transaction; (d) acts to impair Voxela’s reputation, or to obstruct Voxela’s business, by spreading
a rumor or using a deceptive scheme or force; or (e) any action similar to (a) through (d) above.
Neither this Agreement nor any right or obligation arising from this Agreement shall be assigned or
transferred from the User to anyone without the prior written consent of Voxela.
In the event that any of the clauses of this Agreement proves to be invalid or illegal, that shall not in
any way affect, impair or invalidate any other clauses, and all other clauses of this Agreement shall be
in full force and effect.
Headings in this Agreement are for convenience only and shall not affect the interpretation of this
15. Governing Law.
This Agreement shall be governed by, and all disputes, controversies are differences arising out of or
in connection with this Agreement shall settled in accordance with, the laws of Japan without regard to
principles of conflict of laws.
Any dispute, controversy or difference arising out of or in connection with this Agreement shall be
subject to the exclusive jurisdiction of the Tokyo District Court.