日本語版はこちら / Japanese version is available here
These Terms of Service (these “Terms”) set forth the conditions for use of the web service provided under the name “Secrea” by Marginal Gains, Inc. (the “Company”; such service, the “Service”). Each Customer and User shall use the Service upon agreeing to these Terms.
These Terms apply to all relationships between the Company and each Customer concerning the provision and use of the Service.
Fees, features, usage notices, and other individual conditions posted on the Service (the “Individual Conditions”) form part of these Terms. If these Terms conflict with the Individual Conditions, these Terms prevail unless otherwise specified in the Individual Conditions.
A person applying to use the Service shall review and agree to these Terms and the Company’s Privacy Policy before registering an Account.
The following terms have the meanings set forth below.
(1) “Customer” means a corporation, sole proprietor, or other business entity that registers an Account or subscribes to a Paid Plan for its business.
(2) “User” means an individual who uses an Account for a Customer, including an officer, employee, or contractor of the Customer.
(3) “Account” means credentials issued by the Company to identify a User and enable use of the Service.
(4) “Billing Account” means a billing unit associated with an Account designated by the Company that is used to manage Paid Plan subscriptions, payments, and application of Paid Plan features to Managed Organizations.
(5) “Managed Organization” means a corporation or other business entity whose information a Customer registers and manages on the Service.
(6) “Registration Information” means Account, Managed Organization, company, officer, shareholder, fiscal year-end, and other information registered in connection with use of the Service.
(7) “Customer Data” means Registration Information; documents, seals, logos, PDF files, and any other data entered or uploaded by a User; and data created on the Service based on such data.
(8) “Generated Document” means minutes or any other document generated or output by the Service based on information entered by a User and a template prepared by the Company.
(9) “Paid Plan” means a plan that, in exchange for payment of fees, enables use of a document vault, carryover of prior-year data, deadline reminders, management of multiple Managed Organizations, and other features designated by the Company.
The Service is for business entities using it for their own businesses and may not be used by consumers solely for private purposes.
Any person who registers an Account or subscribes to a Paid Plan on behalf of a Customer represents and warrants that the person is authorized to represent the Customer or has otherwise been duly and validly authorized by the Customer.
The Customer represents and warrants that it is duly authorized to register and manage information for each Managed Organization and shall provide necessary explanations and notices to, and obtain necessary approvals from, the Managed Organization and its related persons.
The Customer shall cause its Users to comply with these Terms and is responsible for actions taken by its Users on the Service as if such actions were taken by the Customer itself.
Customers and Users shall register information that is true, accurate, and current and shall promptly update it when it changes.
If the Company provides multiple-User or permission-management features, the Customer is responsible for appropriately configuring User permissions. Customers and Users shall properly manage email addresses, passwords, and other authentication credentials and may not allow an unauthorized third party to use, or lend, transfer, sell, or share, authentication credentials.
An action taken using valid authentication credentials will be deemed to have been taken by the User associated with those credentials, except where the Company is responsible for the unauthorized use.
If a Customer or User becomes aware of leaked credentials, unauthorized use, or any other security issue, the Customer or User shall immediately notify the Company.
Within the scope currently shown as available on the pricing and plans page, the Service primarily provides the following features to assist small stock companies and similar entities with legal and administrative operations:
(1) displaying a legal calendar and estimated procedural deadlines based on Registration Information;
(2) creating, editing, duplicating, and exporting shareholders’ meeting minutes, board meeting minutes, letters of acceptance of office, resignation letters, meeting notices, and other documents;
(3) organizing, storing, and exporting documents by company, fiscal year, and type, and carrying over prior-year data;
(4) uploading and storing PDF files created outside the Service; and
(5) if the Company offers reminder features, sending reminders by email or other means concerning estimated procedural deadlines.
The features available under the free and Paid Plans, the number of Managed Organizations that may be registered, and other conditions are shown on the pricing and plans page of the Service.
The Company may change all or part of the Service, its specifications, or its conditions of provision as necessary to improve the Service, comply with laws, or for other reasons.
The Service is a tool that assists with organizing general information and preparing documents based on Registration Information. It does not provide legal, registration, tax, or other advice, appraisal, representation, filing, or procedural services by attorneys, judicial scriveners, tax accountants, or other professionals.
Dates and deadlines displayed by the Service are estimates based on Registration Information and general assumptions. Actual deadlines, required procedures, and required documents may differ depending on articles of incorporation, record dates, registered matters, financial results, individual circumstances, amendments to laws, and other factors.
The Customer shall review source materials and current laws, consult an appropriate professional when necessary, and remain responsible for deadline management and for reviewing, approving, signing, sealing, submitting, registering, filing, and retaining Generated Documents.
The free plan may be used without charge within the scope designated by the Company. The Company may change the content or conditions of the free plan or discontinue it.
The fees, consumption tax, subscription period, available features, and other conditions of a Paid Plan will be displayed on the Service or payment screen at the time of application. If the current pricing and plans page differs from the payment screen, the conditions displayed on the final confirmation screen apply.
Fees for a Paid Plan shall be paid in advance in a single payment at the beginning of each subscription period through the payment processor designated by the Company. A Paid Plan is associated with the applicant’s Billing Account and applies to the Managed Organizations linked to that Billing Account. Payment information provided to the payment processor will be handled in accordance with that processor’s terms and privacy policy.
The Customer shall bear communication charges and other expenses incidental to use of the Service.
Unless otherwise displayed at the time of application, the subscription period for a Paid Plan is one year from the commencement date.
Unless the Customer completes cancellation through the method designated by the Company before the next renewal date, the Paid Plan automatically renews for the same period, and the fee applicable at that time will be charged on the renewal date.
If the Company changes the fee for a Paid Plan, the Company will notify the Customer of the new fee, its effective date, and other necessary information a reasonable period before the next renewal date. The new fee applies from the first renewal after the notice. The Customer may cancel before the next renewal date if it does not agree to the change.
The Customer may stop automatic renewal of a Paid Plan at any time through the Service or the subscription management page provided by the payment processor. Cancellation takes effect at the end of the current subscription period, and the Customer may use the Paid Plan until then.
Except where required by law or where the Service could not be provided due to a cause attributable to the Company, fees already paid are non-refundable, and no prorated refund or adjustment will be made for cancellation during a subscription period.
If payment is not completed, is delayed, or is invalidated or reversed by the payment processor, the Company may suspend Paid Plan features, apply conditions equivalent to the free plan, or terminate the agreement.
Termination of a Paid Plan does not itself delete a Managed Organization, Account, or Customer Data. After the subscription period ends, however, the document vault, bulk export, reminders, and other paid features may become unavailable. The Customer shall export and retain necessary data during the subscription period.
Rights in Customer Data remain with the Customer or the applicable rights holder.
The Customer grants the Company a non-exclusive, royalty-free right to store, reproduce, convert, display, and transmit Customer Data to the extent necessary to provide, maintain, and back up the Service, respond to incidents, and ensure security. This license continues only for the period necessary to provide the Service and to retain, back up, and delete data in accordance with Article 12.
The Customer shall have the authority necessary to register personal information, seals, logos, documents, and other information concerning officers, shareholders, or other third parties and shall be responsible for any notice, consent, or other procedure required under applicable law.
The Customer represents and warrants that Customer Data does not violate any law or third-party right and does not contain malware or other harmful data.
The Company and the Customer shall not use information disclosed by the other party and identified as confidential, or information reasonably understood to be confidential from its nature and the circumstances of disclosure, for any purpose other than providing or using the Service, or disclose it to any third party without the other party’s prior consent.
The preceding paragraph does not apply to information that was public when received; became public without fault of the recipient; was lawfully held by the recipient before disclosure; was obtained without a duty of confidentiality from a duly authorized third party; or was independently developed without use of the confidential information.
Each party may disclose confidential information, to the extent necessary to provide or use the Service, to its officers, employees, contractors, attorneys, certified public accountants, tax accountants, and other professional advisors who are subject to confidentiality obligations equivalent to those in this Article. A party may also disclose confidential information to the extent required by law or an order of a court or governmental authority.
Storage through the Service does not replace any legal obligation to create, keep at a registered office, or retain originals under the Companies Act or other laws. The Customer shall timely export necessary documents and retain them at the locations and for the periods required by law.
To protect against data corruption or loss caused by failures, operational errors, or other events, the Company recommends that the Customer regularly retain important data outside the Service.
The Customer may request deletion of a Managed Organization and its Customer Data through the method designated by the Company. After verifying the requester’s authority and identity, the Company will delete the data within a reasonable period, except for information that must be retained for legal compliance, billing, dispute resolution, security, or fraud prevention. Data in backups will be erased through the ordinary backup rotation cycle.
Deletion of an individual User Account, deletion of a Managed Organization, and cancellation of a Paid Plan are separate procedures. The Customer shall export necessary data before deletion and acknowledges that data may not be recoverable after deletion.
Intellectual property rights in the Service, document templates prepared by the Company, screens, designs, text, images, programs, and other elements of the Service belong to the Company or its licensors.
The Company grants each Customer and User a non-exclusive, non-transferable, and non-sublicensable right to use the Service only to the extent necessary under these Terms.
The Company grants the Customer a non-exclusive, perpetual right, for the Customer’s own business, to reproduce, edit, print, retain, share with internal and external parties, and submit Generated Documents to governmental authorities or other third parties. This right does not include the right to separately sell, redistribute, or sublicense a template prepared by the Company apart from a Generated Document.
Because of their nature, Generated Documents may be identical or similar to documents generated for other Customers. The Company does not warrant that any exclusive right arises in a Generated Document or that a Generated Document does not infringe a third-party right.
Customers and Users shall not:
(1) violate any law, public policy, or these Terms;
(2) engage in or facilitate criminal or antisocial conduct;
(3) infringe the intellectual property, privacy, reputation, credit, or other rights or interests of the Company or a third party;
(4) register or use a third party’s personal information, seal, logo, document, or other information without authority;
(5) register false information, impersonate another person, or misrepresent authority;
(6) use the Service or Generated Documents in a manner that violates the Attorneys Act, Judicial Scriveners Act, Certified Public Tax Accountants Act, or any other law;
(7) circumvent security, probe vulnerabilities, gain unauthorized access, or impose an excessive load on the Service;
(8) transmit malware or any other harmful program or data;
(9) reverse engineer, decompile, disassemble, scrape, or otherwise analyze the Service, except where expressly permitted by applicable law;
(10) lend, transfer, resell, or reprovide the Service or an Account to a third party;
(11) interfere with or threaten the operation of the Service; or
(12) engage in any other conduct the Company reasonably determines to be inappropriate.
The Company may suspend all or part of the Service or terminate the agreement if any of the following applies. Customer Data following termination will be handled in accordance with Article 12. However, where urgently necessary to remove illegal or harmful data or protect a third party’s rights or the security of the Service, the Company may delete the relevant data to the extent necessary.
(1) the Customer or a User breaches these Terms and fails to cure the breach within a reasonable period specified by the Company;
(2) an urgent response is necessary because third-party rights, security, or operation of the Service may be materially affected;
(3) the Customer fails to pay fees;
(4) Registration Information contains a material falsehood;
(5) the Customer suspends payments, becomes subject to a petition for bankruptcy or similar proceedings, or suffers a material deterioration in creditworthiness;
(6) contact information becomes invalid and the Customer cannot be reached for a reasonable period; or
(7) any other material event makes continuation of the agreement impracticable.
Except in an emergency, the Company will endeavor, where practicable, to notify the Customer of the reason in advance and provide an opportunity to cure.
Upon termination, the Customer shall immediately pay all outstanding fees and other obligations.
The Company may temporarily interrupt all or part of the Service if:
(1) maintenance, inspection, updates, or equipment changes are performed;
(2) a communication line, cloud service, payment service, email delivery service, or other third-party service fails;
(3) a natural disaster, power outage, epidemic, cyberattack, or other event beyond the Company’s reasonable control occurs;
(4) an urgent response is required for security or legal reasons; or
(5) the Company otherwise reasonably determines that interruption is necessary for stable provision of the Service.
Except in an emergency, the Company will endeavor to provide advance notice through the Service or by another appropriate method.
The Company may discontinue all or part of the Service upon reasonable advance notice. The Customer shall export necessary data by the discontinuation date. If the Company discontinues the entire Paid Plan during a subscription period for its own convenience, it will provide a prorated refund for the unused period or a reasonably equivalent alternative remedy. This does not apply where discontinuation results from a cause attributable to the Customer or an event beyond the Company’s reasonable control.
The Company may provide notices by sending them to a registered email address, posting them on the Service, or using another method the Company considers appropriate.
Inquiries from Customers or Users concerning the Service or these Terms may be submitted to support@orr.jp or another contact separately designated by the Company.
Customers and Users shall keep their contact details current and are responsible for reviewing spam filters and other aspects of their receiving environment.
Deadline reminders are supplemental features. The Company does not warrant their timing, delivery, accuracy, completeness, or reliability. The Customer remains responsible for verifying and managing deadlines regardless of a reminder’s non-delivery, delay, or failure.
The Service is provided on an “as is” basis. The Company makes no warranty regarding the Service, legal calendar, reminders, or Generated Documents, including their accuracy, completeness, currency, usefulness, fitness for a particular purpose, legal validity, compliance with law or individual circumstances, non-infringement, continued availability, freedom from error, or freedom from data loss.
The Company does not warrant the availability, accuracy, or security of payment processing, communications, cloud services, email delivery, or any other third-party service.
The Customer shall not use the Service as its sole means of managing statutory deadlines, retaining legally required originals, or ensuring business continuity.
Except in the case of the Company’s willful misconduct or gross negligence, the Company is not liable for lost profits; indirect, special, or consequential damages; lost opportunities; loss or corruption of data; damages caused by a missed deadline; or damages arising from a third-party claim in connection with the Service, whether or not foreseeable.
If the Company is liable for damages in connection with the Service, its liability is limited, except in the case of the Company’s willful misconduct or gross negligence, to actual, ordinary, and direct damages, and its aggregate liability shall not exceed the total fees actually paid by the Customer to the Company during the 12 months preceding the event giving rise to the damage (or JPY 10,000 for a free plan).
The disclaimers and limitations in this Article and elsewhere in these Terms do not apply to the extent their exclusion or limitation is prohibited by applicable law.
Each of the Company and the Customer represents and warrants that neither it nor any of its officers or similar persons is an organized crime group, a member of such a group, a person who ceased to be such a member less than five years ago, a company affiliated with an organized crime group, a corporate racketeer, or any equivalent person (collectively, “Antisocial Forces”); that Antisocial Forces do not control or participate in its management; and that it does not use, provide funds or benefits to, or maintain a socially condemnable relationship with Antisocial Forces.
If either party breaches the preceding paragraph, the other party may terminate the agreement immediately without demand. The terminating party is not liable for damage incurred by the breaching party as a result of the termination.
The Company may change these Terms if:
(1) the change conforms to the general interests of Customers and Users; or
(2) the change is not contrary to the purpose of the agreement and is reasonable in light of the necessity of the change, appropriateness of the amended terms, the substance of the change, and other circumstances.
When changing these Terms, the Company will announce the changes and their effective date a reasonable period before that date by posting them on the Service, sending them to a registered email address, or using another appropriate method. For changes that materially affect Customers, including fee changes, the Company will provide reasonable advance notice and an opportunity to cancel.
Where applicable law requires individual consent to a change, the Company will obtain consent through the method it designates.
The Customer may not assign, transfer, pledge, or otherwise dispose of its position under the agreement or any right or obligation under these Terms without the Company’s prior written consent.
If the Company transfers the business relating to the Service to a third party, the Company may transfer to the transferee its position under the agreement, its rights and obligations under these Terms, and information concerning Customers, including Customer Data, in accordance with applicable law and the Privacy Policy.
If any provision or part of these Terms is held invalid or unenforceable under applicable law, the remaining provisions will remain in full force and effect.
Articles 10 (Customer Data and Third-Party Information), 11 (Confidential Information), 12 (Data Retention, Export, and Deletion), 13 (Company Intellectual Property), Article 15, paragraph 3 (payment of outstanding obligations), 18 (Disclaimer of Warranties), 19 (Limitation of Liability), 22 (Assignment), this Article, and Article 25 (Governing Law and Jurisdiction) survive termination according to their nature.
The Japanese version of these Terms is the governing version. The English version and any other translation are prepared for reference only. If there is any discrepancy between the Japanese version and a translation, the Japanese version prevails.
These Terms and the agreement are governed by the laws of Japan.
The Osaka District Court or Osaka Summary Court has exclusive jurisdiction in the first instance over any dispute between the Company and a Customer or User arising out of or relating to these Terms, the agreement, or the Service, except where applicable law mandates otherwise.
Established on July 14, 2026