General Terms and Conditions for Global SIM Service

POCKETALK CORPORATION (hereinafter referred to as “POCKETALK”) provides for the General Terms and Conditions for Global SIM Service (hereinafter referred to as these “General Terms”) as follows. These General Terms and Conditions for Global SIM Service constitute an agreement between POCKETALK and each Subscriber (as defined below) and this service is provided only for the purpose of use of “POCKETALK “ a translator device (hereinafter referred to as the “Device”) sold by POCKETALK. Please read these General Terms before using the Device. If a Subscriber (as defined below) activates the Device and starts using the SIM Service (as defined below) such Subscriber is deemed to have agreed to the provisions of these General Terms with such use.

ARTICLE I. GENERAL PROVISIONS

1.1 Service Content and Application of General Terms and Conditions for SIM Service

These General Terms govern the Subscribers’ use of the SIM Service. POCKETALK will provide the SIM Service to Subscribers according to these General Terms based on the agreement executed between POCKETALK and SORACOM CORPORATION LTD. (hereinafter referred to as “SORACOM”) regarding the SORACOM Air Global Service as well as the agreement executed between POCKETALK and 1NCE PTE. LTD. (hereinafter referred to as “1NCE”) regarding the M2M/IOT service.

1.2 Announcement and Change of General Terms

POCKETALK will post these General Terms on its website（https://pocketalk.co.jp/rule/global-sim）. POCKETALK may change these General Terms from time to time. If POCKETALK changes these General Terms, POCKETALK will notify the Subscriber (as defined below) of such change by announcing the change on the website of POCKETALK or such other method as may be separately designated by POCKETALK. If the Subscriber uses the SIM Service after such notice, the Subscriber shall be deemed to have consented to such change to these General Terms and POCKETALK will apply the service fee and other service provisions stipulated in such changed General Terms.

1.3 Definitions

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

“Electronic Communications Network” shall mean the transmission line connecting the data transmission place and the data receiving place.
“Telecommunications Facilities” shall mean the machine equipment transmission path or other electrical facilities for telecommunication.
“SIM Service” shall mean relaying other’s communications with the use of Telecommunications Facilities or providing Telecommunications Facilities to be used for others’ communications.

ARTICLE II. SERVICE

2.1 Service Content

POCKETALK shall provide the SIM Service on the Device for the period determined by POCKETALK.

2.2 Service Area

POCKETALK shall provide the SIM Service within the area designated on the website of POCKETALK (hereinafter referred to as the “Service Area”); provided, however, that the Service Area may be different if stated otherwise as specified by POCKETALK separately. However, within the Service Area, you may not use the SIM Service in places where data transmissions are difficult to send or receive.

ARTICLE III. EXECUTION OF AGREEMENT

3.1 Method of Application

(a) Upon activating the Device and starting to use the SIM Service, Applicants for the SIM Service (each such applicant an “Applicant”) shall be deemed to have agreed to the provisions of these General Terms and to have applied for the SIM Service.

(b) When there is an application from the Applicant, POCKETALK will consent to the application under these General Terms; a SIM Service use agreement (hereinafter referred to as the “Agreement”) will be established between the Applicant and POCKETALK. However, if POCKETALK determines any of the following items applies, POCKETALK can withdraw the consent to the Applicant’s application:

(i) there is an undue risk that the Applicant may breach these General Terms;
(ii) provision of the SIM Service to the Applicant carries an undue risk of damaging the reliability or profit of POCKETALK or other Subscriber;
(iii) provision of the SIM Service to the Applicant carries an undue risk of harm to the intellectual property rights, property rights, and other rights of POCKETALK or a third party;
(iv) the Applicant damages the relationship of mutual trust between the Applicant and POCKETALK or the Applicant or representative thereof is an Anti-Social Force;
(v) the Applicant falls under any of the items of Section 5.1(c) below;
(vi) POCKETALK has terminated the agreement between POCKETALK and the Applicant;
(vii) the Applicant provides any false information to POCKETALK;
(viii) the Applicant does not intend to use the SIM Service appropriately.

(c) Notwithstanding Section 3.1(b), if the provider of the SIM Service (hereinafter referred to as the “SIM Service Provider”) has insufficient capacity in the communication network, POCKETALK may postpone or refuse the application.

(d) POCKETALK may request the Applicant to submit the information deemed necessary by POCKETALK in determining if the Applicant can fulfill the payment obligation related to the SIM Service and the information necessary for POCKETALK to provide the SIM Service. In this case, the Applicant shall submit such information in writing promptly.

3.2 Effectuation of Agreement

The Agreement shall become effective between the Applicant and POCKETALK as of the date that POCKETALK consents to the application in accordance with Section 3.1(b) (hereinafter referred to as the “Effective Date” and after the Effective Date the Applicant shall be referred to as the “Subscriber”).

ARTICLE IV. TRANSFER OR SUCCESSION OF AGREEMENT

4.1 Transfer of Agreement

The Subscriber shall not assign, transfer, sublicense or provide as collateral or otherwise dispose of the right to receive the SIM Service under the Agreement.

4.2 Succession of Agreement

Notwithstanding Section 4.1(a), if the Subscriber dies, if the legal heir of such Subscriber (if there is more than one legal heir, the legal heir who notifies POCKETALK first) notifies POCKETALK pursuant to the procedure specified by POCKETALK separately, such legal heir may succeed to the right to receive the SIM Service (such right will be limited as specified by POCKETALK separately) pursuant to the Agreement. In this case, such legal heir shall succeed to the status of the deceased Subscriber under the Agreement (including the obligations of the deceased Subscriber).

ARTICLE V. USE RESTRICTION

5.1 No Representations or Warranties

POCKETALK makes no representations or warranties that use of the SIM Service will be secure, timely, uninterrupted, or error-free, that the SIM Service will meet the Subscriber’s requirements and expectations, or that the SIM Service is free of viruses or other harmful components. The SIM Service may be subject to limitations, delays, or other problems inherent in the use of the Internet and wireless communications.

5.2 Use Restriction

(a) If a natural disaster, incident, or any other emergency situation occurs or is likely to occur, POCKETALK may restrict the use of the SIM 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 POCKETALK detects any significant and/or continuous signal or transmission using a communication procedure or application which occupies the communication band used by the SIM Service Provider, POCKETALK may request the SIM Service Provider to control or the SIM Service Provider may at its own judgment control the transmission rate and traffic of such signal or transmission by controlling the communication band allocated to such signal or transmission.

(i) the Subscriber delays in performing or fails to perform any payment obligation or any other obligation under the Agreement;
(ii) it is found that the rented SIM card is used on a device other than the POCKETALK device;
(iii) it is determined by POCKETALK that it is necessary (including without limitation the case where data communications exceeds 100MB per day by the Subscriber);
(iv) the Subscriber gives a false information to POCKETALK;
(v) POCKETALK deems that the Subscriber violates Section 11.1 below;
(vi) the Subscriber falls under any of the items of Section 3.1(b); or
(vii) the credit card account designated by the Subscriber is invalid, unavailable, or cannot be used or recognized.

5.3 Disconnection of Transmission

(a) If any of the following events occur, POCKETALK may disconnect the session with respect to any SIM Service transmissions:

(i) If POCKETALK deems that the session (i.e. the state in which the Subscriber channel can perform data transmissions, the same shall apply hereinafter) has been enabled for data communication for 7 days or more;
(ii) If POCKETALK deems excess data communication has been performed in the same session;
(iii) If POCKETALK detects any errors in the terminal device connected to the Subscriber channel;
(iv) If POCKETALK deems there is a risk of disturbances in smooth provision of the SIM Service; or
(v) If POCKETALK or the SIM Service Provider receives a suspension order for radio wave transmission from a supervisory authority.

5.4 Suspension of Service

(a) POCKETALK may suspend provision of the SIM Service to the Subscriber if:

(i) there are unavoidable reasons requiring maintenance or construction of Telecommunications Facilities or systems that are owned by POCKETALK or the SIM Service Provider;
(ii) a telecommunication carrier suspends provision of telecommunication services to the SIM Service Provider;
(iii) a cloud service provider suspends provision of cloud services to the SIM Service Provider; or
(iv) the SIM Service Provider suspends the use of the SIM Service for POCKETALK based on the agreement concerning the SIM Service entered into between POCKETALK and the SIM Service Provider.

(b) If POCKETALK suspends the provision of the SIM Service according to Section 5.4(a), POCKETALK will announce such suspension on POCKETALK’s website in advance except in cases of urgent necessity.

5.5 Discontinuation of Service

If there are unavoidable reasons (including without limitation technical reasons), POCKETALK may discontinue provision of the SIM Service in whole or part.

5.6 Compliance with Laws and Regulations

Each Subscriber shall have complied with and will continue to comply with all applicable laws and regulations (including all data protection laws applicable to the Subscribers’ use of the communication services). The Subscribers may not abuse the SIM Service or use the same in any other unlawful manner in violation of the applicable laws and regulations or in violation of these General Terms. In particular, the Subscribers shall not transmit or refer to any information containing any illegal or immoral content and shall endeavor to cause their customers, agents, subcontractors and employees to refrain from such acts.

In the event of a breach of the foregoing, POCKETALK reserves the right to suspend and/or terminate the SIM Service, in which case the relevant Subscriber shall not be relieved of the obligation to pay any agreed fees in this regard. Failure to comply with local regulations may also result in disconnection of the SIM card.

ARTICLE VI. TERMINATION OF THE AGREEMENT

6.1 Termination of the Agreement

(a) POCKETALK may terminate the Agreement in the following situations, in which case POCKETALK will give the Subscriber reasonable notice of such termination:

(i) POCKETALK has suspended or restricted use of the SIM Service to the Subscriber under Section 5.2(c) and the cause of such suspension or restriction has not been resolved by the Subscriber;
(ii) any of the items of Section 5.2(c) apply and POCKETALK deems such fact seriously impedes performance of POCKETALK’s business;
(iii) a telecommunication carrier terminates the agreement between the SIM Service Provider and the telecommunication carrier regarding the provision of telecommunication services to the SIM Service Provider; or
(iv) a cloud provider terminates the agreement between the SIM Service Provider and the cloud provider regarding provision of cloud services to the SIM Service Provider.

(b) If the SIM Service is discontinued according to Section 5.5, the Agreement is terminated on the date of such discontinuation.

(c) POCKETALK will not refund the service fee received from the Subscriber even if the Agreement is terminated by POCKETALK prior to the expiration of the term of the Agreement.

ARTICLE VII. RESPONSIBILITY

7.1 Confidentiality

After the Application, the Subscriber (before execution of the Agreement, the Applicant hereinafter the same shall apply in this Section) shall keep confidential and shall not use any technical, management and any other non-public information acquired from POCKETALK except for the purpose of providing or using the SIM Service; provided, however, that the Subscriber may disclose such 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 POCKETALK or the Subscriber. Even if the Applicant does not enter into the Agreement or the Agreement is ended by termination or any other reason, this Section shall survive.

7.2 Maintenance of Credibility

In using the SIM Service, the Subscriber shall not act in any way to lose the credibility of POCKETALK and/or the SIM Service Provider.

7.3 Notification of Necessary Information

(a) POCKETALK may require the Subscriber to submit information necessary for POCKETALK to determine whether the Subscriber may fail to make any payment that the Subscriber is responsible to pay in relation to the SIM Service. In this case, Section 3.1(d) shall apply mutatis mutandis.

(b) POCKETALK will notify the Subscriber as necessary if any of the following occurs:

(i) suspension or termination of the SIM Service Provider’s telecommunications business;
(ii) cancellation of registration or filing etc. necessary for the SIM Service Provider’s telecommunications business by a supervisory authority;
(iii) restriction of the SIM Service under ARTICLE V;
(iv) change, extension or removal of the Telecommunications Facilities which may affect the condition of the SIM Service; or
(v) dissolution of POCKETALK or the SIM Service Provider.

ARTICLE VIII. IDENTITY CONFIRMATION

8.1 Identity Confirmation

In the case that the Subscriber uses the SIM Service under the Agreement, POCKETALK may confirm the identity of the Subscriber after specifying the purpose of use. The Subscriber may not refuse the identity confirmation carried out by POCKETALK unless there is a legitimate reason.

In the case that POCKETALK receives a request from an authority or a court to provide information in relation to the SIM Service, the Subscriber may not refuse to provide POCKETALK with any information relating to the Subscriber as requested by POCKETALK and in particular, the Subscriber may not refuse to transmit to POCKETALK any documents and information necessary for POCKETALK to comply with the relevant request to provide information unless there is a legitimate reason.

8.2 Subscriber Support

Subscriber support for the SIM Service shall be provided by POCKETALK using the prescribed methods.

ARTICLE IX. LOANING OF SIM CARD

9.1 Loaning of SIM Card

(a) POCKETALK shall loan the SIM card to the Subscriber. The number of SIM cards loaned to the Subscriber shall be one SIM Card per SIM Service channel.

(b) If there are unavoidable reasons (including without limitation technical reasons) which impact on the conduct of POCKETALK’s business in such a way that change of the SIM card is required, POCKETALK may change the SIM card which POCKETALK loans to the Subscriber after notification to the Subscriber that such change is required.

(c) The Subscriber shall comply with the management obligations and any other obligations that the network provider imposes on POCKETALK and/or the SIM Service Provider with respect to the SIM card which POCKETALK loans to the Subscriber. If POCKETALK incurs any damage due to the Subscriber’s failure to comply with any of the obligations specified in the preceding sentence, the Subscriber shall bear any and all expenses therefor.

9.2 Return of SIM Card

(a) The Subscriber to whom the SIM card is loaned by POCKETALK shall promptly return the SIM card to POCKETALK at the place and according to the method separately designated by POCKETALK for the return of the SIM card if:

(i) POCKETALK changes the SIM Card according to Section 9.1(b);
(ii) the SIM Service Provider requires POCKETALK to return the SIM card according to the agreement executed with the SIM Service Provider regarding the SIM Service; or
(iii) POCKETALK requires the return of the SIM card upon the termination of the Agreement.

(b) If the Subscriber does not return the SIM card in accordance with Section 9.2(a), the Subscriber may not use the SIM Service thereafter.

ARTICLE X. TELECOMMUNICATIONS

10.1 Measurement of Amount of Data

POCKETALK shall measure the amount of data transmitted by the Subscribers.

ARTICLE XI. PROHIBITED ACTS

11.1 Prohibited Acts

In addition to any other provisions of these General Terms, the Subscriber shall be prohibited from engaging in any of the following acts:

(i) using any terminal device other than the Device;
(ii) performing any act prohibited by the telecommunication carrier(s);
(iii) performing 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 the SIM Service;
(iv) subjecting the apparatus or system for the SIM Service to excessive data loads by generating continuous traffic exceeding the limits separately designated by POCKETALK;
(v) using the SIM Service for child prostitution, viewing or acquiring child pornography, or sending nuisance e-mail or any other purpose that POCKETALK regards as inappropriate;
(vi) attacking the communication network of the SIM Service Provider by using unauthorized access or a computer virus;
(vii) reverse engineering, decompiling, reverse assembling or otherwise analyzing the console system of the SIM Service Provider;
(viii) causing any third party to perform any of the respective acts specified in items (i) through (vii).

11.2 Obligation to Provide Compensation for Damage due to Violation of the Prohibited Acts

In the event that any violation of the prohibited matters stipulated in the preceding paragraph is confirmed, the Subscriber shall be obligated to provide POCKETALK with compensation for any and all damage resulting from such violation.

ARTICLE XII. SERVICE FEE

12.1 SIM Service Fee

The Subscriber shall bear the obligation to pay the prescribed SIM Service fee which is presented prior to the purchase of the Device to POCKETALK. Revision to the SIM Service fee will be made by specifying such revision in the attached fee table.

12.2 Obligation of Payment

Unless otherwise stipulated, the Subscriber shall bear the obligation to pay the SIM Service fee prescribed in Section 12.1 to POCKETALK in advance at the time of purchase.

12.3 Method of Payment

The Subscriber shall pay the SIM Service fee specified in Section 12.1 according to the method designated by POCKETALK.

ARTICLE XIII. MAINTENANCE

13.1 Repair or Recovery

In the event of the failure or loss of any Telecommunications Facilities or system installed by the SIM Service Provider, POCKETALK will promptly notify the SIM Service Provider to such effect and request the SIM Service Provider to promptly repair or replace such Telecommunications Facilities or system; provided, however, that POCKETALK makes no warranty that such repair or replacement will be conducted by the SIM Service Provider within 24 hours.

ARTICLE XIV. INTELLECTUAL PROPERTY RIGHTS

14.1 Intellectual Property Rights

The patents, utility models, design rights, copyrights, know-how and any other intellectual property rights as well as the data of the demonstration experiment and any other data related to the SIM Service, the SIM Service Provider System, the SIM Service Provider Information or any ancillary services shall belong to the SIM Service Provider. Nothing in the Agreement or the disclosure to the Subscriber by POCKETALK of any information in relation to the SIM Service, the SIM Service Provider System or any ancillary services shall be construed by implication, estoppel or otherwise in any sense as a license, grant or assignment of the SIM Service Provider’s patents, utility models, design rights, copyrights, know-how or any other intellectual property rights to the Subscriber or any other third party.

ARTICLE XV. DISCLAIMER OF WARRANTIES

15.1 Disclaimer of Warranties

The Subscriber agrees that the SIM Service provided in accordance with these General Terms for the SIM Service and the Agreement shall be provided on an “AS IS” basis. To the extent permitted by law, POCKETALK disclaims all representations and warranties, whether express or implied, with respect to the SIM Service (including without limitation any quality assurance, consistency and continuity of service, absence of errors, non-infringement of third party’s rights and fitness for a particular purpose).

ARTICLE XVI. INDEMNIFICATION AND LIMITATION OF LIABILITY

16.1 Indemnification

(a) If the SIM Service becomes unavailable due to any cause attributable to a third party (including without limitation telecommunication carrier(s) or cloud provider(s)), POCKETALK shall not bear any responsibility in relation to such matter.

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

(c) POCKETALK shall not bear any responsibility for delays, delivery failure or other damage arising from the effects of limitations, delays or other problems inherent in the use of the Internet and wireless communications.

(d) POCKETALK shall not bear any responsibility for any damage or loss arising from the Subscriber’s inability to ensure compliance with applicable local laws and regulations of the jurisdiction in which the SIM Service will be used.

(e) In the event that POCKETALK is obligated to deactivate mobile connection of the SIM Service in accordance with an order or instruction from a governmental authority or a court order, POCKETALK shall not bear any responsibility to the Subscriber.

16.2 Limitation of Liability

Except as expressly stipulated in these General Terms, neither party shall be liable to the other party for any indirect, incidental or consequential damage (including damage arising from inability to use, lost profits, business interruption or loss, loss of goodwill, loss of revenue or loss of opportunity) arising out of any condition under these General Terms or in connection with the performance under the Agreement. Such limitation of liability and exclusion of damage shall apply (1) even if a party actually foresees or could have foreseen the possibility of such damage; (2) regardless of whether a claim is based on breach of contract, breach of warranty, tort (including negligence), product liability, strict liability or any other legal theory; and (3) even if it becomes impossible to accomplish the essential purpose of the limited remedies under the Agreement as a result of such exclusion. Even in the case where POCKETALK is obligated to provide the Subscriber with compensatory damages and indemnification, POCKETALK’s obligation shall be to provide the compensatory damage and indemnification up to the amount received by POCKETALK from the Subscriber.

ARTICLE XVII. PROCESSING OF PERSONAL DATA

17.1 Processing of Personal Data

By entering into the Agreement with POCKETALK, each Subscriber explicitly consents to POCKETALK processing personal data about the Subscriber pursuant to POCKETALK’s Privacy Statement (https://pocketalk.co.jp/privacypolicy and https://pocketalk.com/privacy-policy).

ARTICLE XVIII. MISCELLANEOUS

18.1 Notification to the Subscriber

When providing any notice to the Subscriber under the Agreement, POCKETALK shall, unless otherwise stipulated, provide such notice according to the example in Section 1.2 by posting the same on the POCKETALK website or through any other method separately designated by POCKETALK.

18.2 Entrustment to Third Parties

POCKETALK reserves the right to entrust all or part of the SIM Service to its affiliates or subcontractors (including any subsequent entrustees such as re-entrustees and beyond) at any time; provided, however, that in this case, POCKETALK shall remain fully responsible for the provision of the SIM Service in relation to the Subscribers.

18.3 Terminating and Rejecting Relations with Anti-Social Forces

Each Subscriber acknowledges and agrees that since POCKETALK and its affiliates are Japanese companies, POCKETALK must comply with the relevant laws, rules and standards which purport to eliminate any relationship with “Anti-Social Forces” (meaning violent groups, gangs, mafia groups and other violent, threatening and intimidating organizations or persons who engage in anti-social activities or behavior for political, religious or other ideological or economic purposes, including without limitation “Organized Crime Groups” or “Organized Crime Group Members”). As a part of such compliance, the Subscriber shall ensure that it and its officers, employees and any shareholders:

(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 hire, employ or otherwise engage any person who is a member of any Anti-Social Force or appoint any such person to the position of director or officer.

18.4 Severability

If any provision of the Agreement is found to be invalid or unenforceable, then the meaning of such provision shall be construed to the extent practicable so as to render the provision enforceable. Even if such provision is unenforceable, such provision shall still be construed in such a manner as to be practicable.

18.5 Reservation Regarding Force Majeure/Availability of Supplies

In the event that either party’s performance is hindered due to a force majeure, neither party shall be liable for such performance. Such force majeure shall include, without limitation, severe weather, floods, landslides, earthquakes, storms, lightning, fire, epidemics, pandemics, acts of terrorism, outbreak of military hostilities (whether with or without declaration of war), riots, explosions, strikes, other labor unrest, sabotage, suspension of energy supplies, expropriation by government authorities and other events which are unforeseeable, unavoidable and beyond the control of either party.

18.6 Reservation Regarding Availability of Supplies

POCKETALK’s performance obligations shall also be conditional upon the availability of the products or the supplies through pre-performance provided by POCKETALK’s suppliers in an appropriate and timely manner. These products or supplies through pre-performance shall include, without limitation, supplies of services procured by POCKETALK from other telecommunications service providers, supplies of transmission lines, hardware or software, and other technical services (such as power supply) from third parties.

18.7 Jurisdiction

If there is any dispute arising out of or in connection with the Agreement between POCKETALK and the Subscriber, the Tokyo District Court shall be the court of exclusive jurisdiction in the first instance by agreement.

18.8 Governing Law

These General Terms and the Agreement shall be governed by and interpreted in accordance with the laws of Japan.

As of 17th October 2024
POCKETALK CORPORATION