Terms of Service
Last-Modified: August 17, 2020
These Terms allow you to check boxes, click buttons, sign each other (or similar) when asked to confirm that you agree to these Terms. , It will be effective from the day you accept this agreement. Acceptance by any of the methods described above (or otherwise) means that you have agreed to the terms of these Terms. If you accept on behalf of a company, organization, or other entity, (1) “customer” includes you and that entity, and (2) you have the authority to bind you to these Terms. Represents and warrants on behalf of the entity that has agreed to these Terms.
Please read these Terms carefully and understand each clause. These Terms include compulsory individual arbitration and a class action / class action waiver that requires the use of individual arbitration to resolve a dispute, rather than a jury or class action.
1.1 “API” means the application programming interface that we provide in connection with this site and services.
1.2 “Confidential Information” means non-public information disclosed by us, our affiliates, business partners, us or their employees, contractors and agents that are designated as confidential or information. It means something that should be reasonably understood as confidential information due to the nature of the information and the circumstances surrounding the disclosure. Confidential information does not include the following information: (i) Information that has been or has become publicly available without violating these Terms, (ii) Information that can document what you knew upon receipt from us, (iii) ) Information received from a third party that was not acquired or disclosed due to fraudulent or illegal activity, (iv) Information that can be documented to indicate that the information was originally developed by the customer without mentioning confidential information.
1.3 “Documentation” means the documentation and online help provided by Innovature in connection with the Services. Innovature may update the documentation at any time in its sole discretion.
1.4 “Electronic Communication” means transferring, transmitting, or receiving text, images, data, or other information through the Services, from or through the Services.
1.5 “Innovature Content” means the data we send through the API.
1.6 “Innovature Technology / Beacon Plus Technology” means our proprietary software and other technologies provided through the Services, including extensions, fixes, updates, upgrades, and derivatives of these.
1.7 “Intellectual property rights” are similar to global patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how, other corporate secret rights, and all other intellectual property rights. Means the protection of the form of.
1.8 “Service” means the service we provide.
1.9 “Site” means our website to access or make available to certain services.
1.10 A “User” is an employee, representative, consultant, or contractor of a User who is authorized to use the Services and whose User ID and Password are provided by the User (or by us at the request of the User). Means a trader or agent.
1.11 Subscription” means a contract to register for a specific period of use for paid services provided by us.
2. Providing services and technologies
2.1 Service provision, access rights
Subject to payment of applicable fees, we will provide the services of your choice for the duration of these Terms. The Services include standard and customized features that apply to the Services, as well as changes, modifications, or improvements to the Services, which we sell and offer as separate products or in substance of the Services. Excludes new modules provided as an improvement. The service is purchased on a subscription basis. Subject to the terms of these Terms, we grant you non-exclusive, non-sublicensable, non-transferable rights. (a) Access and use of the Services, viewing of Innovature Technology, (b) Access and use of APIs to receive Innovature Content. You may allow employees, agents, consultants, and independent contractors to access the Services solely to perform the Services on your behalf in accordance with the provisions of these Terms, but you may book them. Subject to all applicable provisions of the Terms, you are responsible for their performance under these Terms in all respects. No implied license is granted under these Terms.
2.2 Individual features and services
We agree to make certain services available, as agreed with us. Some of these services are available for free, while others are available for a fee, as described in the details below. Our services may be changed, updated, replaced, deleted, supplemented or added at any time in our sole discretion. We will notify you in advance of any changes to the Services only if the changes to the Services do not maintain, extend or enhance the functionality or functionality of the Services. If we notify you of any changes required in this section and you do not wish to use the Services after notification of the changes, you will notify us in writing of the termination of these Terms within 30 days of notification. You can refuse the change by doing so or by notifying us in writing. If you decline the change, we may terminate these Terms within 60 days of the written notice of the refusal. If you do not provide us with a written notice within the 30 (30) day period, you are deemed to have accepted the change and these Terms will continue with full force and effect. Upon termination, your sole and exclusive remedy and our sole and exclusive liability are prepayment and refund of unused charges from the effective termination date. Nothing in this section requires us to continue to provide any part of the Service in the event of a breach of the rights of a third party or applicable law.
2.3 Technical support
We provide the resources deemed necessary to perform the implementation, training, and / or technical support services associated with the Services and engage our employees and / or consultants. The method and method of providing technical support is at our sole discretion, but technical support is primarily provided by email (support@Innovature.com). You agree to cooperate in your efforts to provide technical support. We use commercially reasonable efforts to meet the schedule we commit in writing and you agree to work in good faith to ensure that we complete the service in a timely manner. This technical support is provided in the form of being included in the license fee during the period when using our platform, but please note that it is not applicable to hardware sales.
2.4 Third-party components
Certain third-party components provided by or with the Services (“Third-Party Components”) are subject to various “Open Source” or commercial licenses. Your use of third-party components is subject to applicable third-party component licenses and is not subject to the terms of these Terms.
When you provide us with suggestions, comments, or other feedback regarding the Services, Sites, or Innovature Technology (collectively, “Feedback”), such feedback is provided entirely voluntarily. We are free to use, disclose, copy, license, or otherwise distribute and use the feedback provided without liability or limitation of any kind for intellectual property rights or other reasons including (a) APIs, Innovature Content, Services, Sites, and Innovature Technologies (including modifications or improvements), and (b) Creation, Ideas, Practical Use, Inventions, or Other Methods in the Process of Executing Services.Under these Terms, all proprietary rights, including intellectual property rights to inventions, works or information developed in, are the sole and exclusive owners of the Company and shall continue to be owned by the Company.
We are the sole and exclusive owner of all proprietary rights in (a) APIs, Innovature Content, Services, Sites, and Innovature Technology (including modifications or improvements), including all intellectual property rights. You acknowledge that our name, our logo, and product names related to our services are trademarks of our company (or trademarks of our suppliers or licensors) and that such marks are not licensed here. Except for the limited access rights expressly granted in these Terms, ownership of any of the above or intellectual property rights will not be assigned or granted to you.
2.7 Mobile software
1. a) From time to time, we may make available software to access the Services through mobile devices (“Mobile Software”). To use mobile software, you must have a mobile device compatible with the mobile software. We do not guarantee that the mobile software is compatible with your mobile device. You agree that you are solely responsible for any mobile data usage or other similar charges incurred by you in connection with the Mobile Software. In accordance with the terms of these Terms, we will give you a compiled code copy for one Innovature Service / Solution Account on one mobile device you own or lease, according to the features available to you. Grants a non-exclusive, non-transferable, revocable license to use (unless we expressly permit it). You may not: (i) Modify, disassemble, decompile or reverse engineer mobile software, (ii) rent, lease, rent, resell, sublicense, distribute or otherwise transfer to a third party, or to a third party Using mobile software to provide time-sharing or similar services, (iii) making a copy of the mobile software. (iv) Remove, circumvent, disable, damage or otherwise remove mobile software security-related features, features that prevent or limit the use or copying of content accessible through the mobile software, or features that enforce restrictions on the use of mobile software. Interfere in any way, or (v) remove copyright and other proprietary notices on mobile software.
You allow Innovature to issue mobile software upgrades from time to time and may automatically and electronically upgrade the version of mobile software you are using on your mobile device. You agree to such automatic upgrades on your mobile device and agree that the terms of these Terms apply to all upgrades. Third-party code that may be embedded in mobile software is covered by the applicable open source or third-party license EULA (if any) and permits the use of such code. The aforementioned licensing is not the sale of the Mobile Software or its copies, and Innovature or its third-party partners or suppliers retain all rights, powers and interests in the Mobile Software (and its copies). Except as expressly provided in these Terms, any attempt by you to assign any of the rights, obligations or obligations under these Terms is invalid.
Mobile software originates in Japan and is subject to Japanese export laws and regulations. Mobile software may not be exported or re-exported to individuals or legal entities who are prohibited from receiving exports from certain countries or Japan. In addition, mobile software may be subject to the import and export laws of other countries. You agree to comply with all Japanese and foreign laws relating to your use of the Mobile Software and Innovature Services.
(b) Mobile software acquired by the customer from Apple’s App Store (hereinafter referred to as “App Store-provided software”)
You acknowledge and agree that these Terms are between you and Innovature, not Apple, and that Apple is not responsible for the App Store-Sourced Software or its content. I will. Your use of the App Store-Sourced software must comply with the App Store Terms of Service. You acknowledge that iTunes undertakes no obligation to provide maintenance and support services for the App Store-Sourced Software. If the App Store-Sourced Software does not meet the applicable warranty, you may notify Apple and Apple will refund you the purchase price of the App Store-Sourced Software. To the maximum extent permitted by applicable law, Apple has no other warranty obligations with respect to the App Store-Sourced Software and any other claims, losses, liability, damages, or costs resulting from non-compliance with the warranty. This agreement and the laws applicable to the software provider Innovature shall only apply. You acknowledge that Apple is not responsible for dealing with any claims relating to your or third- party App Store-Sourced Software or your ownership and / or use of your App Store-Sourced Software including (i) Product liability claims, (ii) App Store-Sourced software non-compliance with applicable legal or regulatory requirements, (iii) Consumer protection or similar legal claims, and such claims are governed solely by these Terms and the laws applicable to the software provider, Innovature.
If you have a third-party claim that your ownership or use of the “App Store-Sourced Software” or your “App Store-Sourced Software” infringes the intellectual property rights of a third party. To the extent required by these Terms, we acknowledge that Innovature, not Apple, is solely responsible for the investigation, defense, settlement and disclaimer of such intellectual property infringement claims. If Apple and its subsidiaries are third-party beneficiaries of these Terms in connection with your App Store-Sourced Software license and you agree to the terms of these Terms, iTunes will notify you and Innovature. We acknowledge that we have (and are deemed to have acknowledged) the right to enforce these Terms in connection with your App Store-Sourced Software License to you as a third-party beneficiary. I agree.
(c) The following applies to mobile software (hereinafter referred to as “Google-Sourced Software”) that you have obtained from the Google Play Store. (i) You are subject to these Terms only between you and Innovature, and Google, Inc. (ii) Your use of Google-Sourced software must comply with Google’s then Google Play Store Terms of Service. Must be, (iii) Google is only the provider of the Google Play Store for which you have acquired the Google-Sourced software, and (iv) Innovature, not Google, is solely responsible for the Google Source Software. (v) Google has no obligation or liability to you with respect to the Google-Sourced Software or these Terms, (vi) You may be a third party of these Terms in connection with Innovature’s Google-Sourced Software. You acknowledge that you are a beneficiary and agree to this.
In addition, if the software provided by our company is customized and used by a third party with the permission of our company, this agreement is not applicable. We will conclude a separate agreement including the scope of technical support.
3. Your account
3.1 Accessing and using services
You are responsible for your connection to the Site and Services, including your Internet connection. We will not be liable for any failure to meet our obligations under these Terms to the extent caused or related to your connection to this site and services. You may use the Services and Innovature Technology only in accordance with these Terms and Documentation.
3.2 Usage restrictions
Without limiting the generality of the above, you may provide access to the Services by licensing, selling, distributing, renting, leasing, lending, transferring, outsourcing, or otherwise in the interests of a third party. Therefore, you cannot use this service. In addition, when using the Services and Innovature Technology, you must not do the following, and you may do the following, except to the extent explicitly permitted under applicable statutory law: Must not be. (a) Attempting to access the Services, Site or Innovature Technology Source Code by decompiling, decrypting, disassembling, translating, modifying, creating derivative works, reverse engineering, or otherwise, (b) Infringe the intellectual property rights or other proprietary rights of a third party. (c) Innovature Technology, the system we use to host the Site or Services, or disturbing or disrupting other devices or networks connected to the Site or Services, or known to you. Do not comply with the requirements, procedures, policies or regulations of the Site or the network connected to the Service. (d) use the Services, the Site, or Innovature Technology to operate the Service Bureau or Time-Sharing Services. (e) Bypassing user authentication or security of the Services, Sites, or Innovature Technology or related hosts, networks, or accounts, or attempting unauthorized access to networks, computers, software applications, or any part thereof. Use or access the Services in a way that is intended to falsify the source, identity, or content of information transmitted through the Services, including forged network packages or email headers, or to avoid payment of fees. To do. (f) Use of Services, Sites, or Innovature Technology that violates applicable local, state, national, international or foreign law, (g) Unauthorized License, Sale, Transfer, Lease, Transmission of Services, Sites, or Innovature Technology, Failure to make commercially reasonable efforts to prevent distribution or other disclosure, (h) User IDs issued or selected by you for access to Services, Sites, or Innovature Technology. , Code, password, procedure, and user key to be used by a third party. (i) to cache, record, prefetch, or otherwise store some of the Innovature Content, or to attempt to perform a “Bulk Download” operation, and to provide that means, (j) Innovature Content. Use to modify or create products that conflict with Innovature or any other Innovature product that includes, but is not limited to, the Services. (k) use the API on behalf of a third party, (l) modify, rate, rank, review, vote, comment, or otherwise respond to Innovature content, (m) part of the API Copying, renting, leasing, assigning, sublicensing, disassembling, reverse engineering, decompiling (except to the extent explicitly permitted under applicable statutory law), modification, or modification. In addition, you may not: (1) use the Services, Sites, or Innovature Technology in a manner that we reasonably believe is abusive or contrary to applicable law, (2) Our copyright notices on the Services, Sites, or Innovature Technology. To remove, obscure, or change any trademark, or other proprietary notice. (3)
You need to create an account to access and use the service or Innovature software. You agree to provide accurate and complete information when you register for an account. You are solely responsible for all activities performed on or through your account, including the actions and omissions of your users. The User shall take appropriate security measures, such as ensuring appropriate complex passwords, maintaining password confidentiality, and changing passwords on a regular basis, and shall require the User to do so. You shall comply with and require you to comply with our security guidelines and procedures that are made known to you by the Services or otherwise. If a third party learns that the password has been obtained without permission, the user shall notify us of such unauthorized access without delay and promptly change the password. The user’s right to use the Service may not be shared or used by more than one individual unless we expressly provide otherwise in writing. Also, unless the original user no longer needs access to the service and is no longer allowed access, and as a result the user is no longer a user, the user’s access information and privileges are transferred from one individual to another. It is not transferable. We shall not be liable for unauthorized access to your account, including unauthorized use of the Services, and you will promptly notify us if your account is used illegally. I agree. You will comply with these Terms and all applicable regional, state, country and international laws, rules and regulations with us only if we are able to enter into a binding agreement with us. You can use this service to register your account. Use or access to this service by anyone under the age of 18 is strictly prohibited and violates this agreement. I am. You may terminate your account at any time, as described in Article 7.
3.4 Monitoring and the right to carry out monitoring
Innovature may monitor content or traffic on the Services to ensure that the Services are used in accordance with these Terms, but it is not obligated to do so. We may do the following without notifying you: (a) Intercept, block, or delete content or traffic that appears to violate these Terms or applicable laws. (b) Report your actions that appear to be in violation of applicable law to the appropriate authorities, including disclosure of your relevant personal data and usage history of services.
3.5 Account suspension
We may suspend access to your account and services, sites, or Innovature Technology without liability in the following cases: (a) If we have good reason to believe that the Services, Sites, or Innovature Technology have been used or will be used in violation of these Terms. (b) If the customer fails to pay us the due date. (c) If we reasonably determine that your service, site, or Innovature Technology is being accessed or used by a third party without your permission. (d) When we are required by law. (e) If the customer suspends normal operations, transfers for the benefit of the creditor, or is subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceedings. If your account remains suspended for a period of 30 days or more, we may terminate your account without notice to you, as provided in Article 7 (“Period and Termination”). If your account is suspended for any reason, you will be responsible for all charges incurred by the suspension date. In addition, if your account is suspended pursuant to Article 7.2 (b), you will be responsible for all contractual charges regardless of the suspension.
4. Customer data rights and responsibilities
4.1 Definition of customer data
We do not collect personal information about you, your users, or your customers except as necessary to serve you. However, some Innovature products collect information about you and your interactions with that product (“Customer Data”). In accordance with the provisions of this Article 4, you retain ownership and control of the customer data we collect through the provision of services to you. We do not share such customer data or use it for the benefit of other Innovature customers.
4.2 Granting Customer Data License
By allowing us to collect your customer data or by providing you with your customer data, you expressly hereby use and transmit your customer data for the following purposes: Represents that it reserves all rights necessary to grant Innovature a non-exclusive, royalty-free, worldwide license to distribute, modify, copy, display and store during the terms of these Terms. And warrant. (i) Provision of the Services intended by these Terms, and (ii) Exercise of Innovature’s rights under these Terms.
4.3 Customer Responsibility for Customer Customer Data
In connection with your Customer Data, from the date you accept these Terms to the duration of these Terms, you represent, warrant and agree that:
(a) You have legally acquired customer data, which does not infringe or infringe applicable law or third-party ownership, privacy, or intellectual property rights.
(c) We may exercise your rights to Customer Data granted under these Terms without liability or expense to any third party.
(d) It is assumed that the customer data complies with the terms of this Agreement.
4.4 Use of customer data
Notwithstanding the opposite provisions of these Terms, you may collect, analyze and use Customer Data and data derived from Customer Data for the purposes of operating, analyzing, improving and marketing the Services. I agree. When Innovature shares or publishes information derived from customer data (such as marketing materials or application development), such data is aggregated or anonymous to reasonably avoid identifying a particular customer, user, or individual. Will be converted. You further reserve the right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivatives of the anonymized aggregated data during and after the termination of these Terms. I agree.
4.5 Service usage data
For the purposes of providing and improving our services, we may monitor, analyze and collect and use data related to our website and service usage and traffic patterns. There is. This usage data does not include any customer data, you, your users, or any personal information about your customers.
In addition, for businesses that sell and operate our system with the permission of our company, we will conclude a contract with our company for service usage data after concluding a separate contract.
5. Service provision fee and payment terms
5.1 Fees and payment terms
We provide certain services (hereinafter referred to as “paid services”) for a fee. If you choose to use the Paid Services, you will apply the applicable fees set forth in our payment terms or the payment agreement (as needed) received from the Innovature reseller to the terms set forth in those payment terms. Based on this, you will pay for the paid service selected at the time of registration. Unless otherwise specified, all fees must be paid in Japanese Yen. If the charges are based on your use of the Services, such charges shall only be determined based on your calculation of your usage of the Services. Refunds provided by us in our sole and absolute discretion shall only apply as credit. You are responsible for all charges incurred in your account, including charges incurred by anyone who has access to your account. Late damages will bear interest at a monthly interest rate of 1.2% or the maximum amount permitted by law, whichever is less, and if you do not pay on time, we will debit your account. It may be paused. All charges are incurred upon receipt by us and are non-refundable except as expressly provided in these Terms and / or required by applicable law. In addition, credit for partially used paid services will not be generated.
If you do not cancel the paid services set forth below before the end of the agreed period, your subscription will automatically be extended for one year. Additional terms that we may send to you, if charges increase before the end of the current subscription period, or unless otherwise stated in the communication, the charges will be the same as the amount you originally registered. In addition, the applicable taxes shall be added. You hereby acknowledge that your subscription is subject to automatic renewal and you may use your credit card or (unless required by law) without further approval from you and without further notice. You agree and accept liability for all recurring charges related to your debit card (or other payment method, if applicable). You acknowledge that your regular billing amount may change if applicable tax rates change or if applicable fees change. You acknowledge and agree that your payment method will automatically be charged applicable taxes and fees in addition to such charges for each such automatic renewal. Except under these terms, please contact support@Innovature.com to change or cancel your subscription. If you terminate your subscription before the end of the current period, for any portion of the subscription fee paid during that period, except as provided in these Terms or as required by applicable law. However, you are not entitled to a prorated refund. If you terminate your subscription within the first month of the first renewal period, Innovature will refund the prepaid fee for the applicable renewal period.
You are obliged to pay government taxes on your use of the Services, including corporate and sales taxes. If we are obliged to collect such taxes, the applicable taxes will be added to your bill.
6.1 Customer notes
You agree to take reasonable security precautions, such as setting properly complex passwords, keeping passwords confidential, and changing passwords on a regular basis. You are solely responsible for all activities performed on or through your account.
6.2 Our safety measures
We will reduce accidental loss and loss from unauthorized access, use, falsification and disclosure of data and other information (if applicable) you provide to us in connection with your use of the Services. We implement designed, commercially rational and legally compliant technical, administrative and organizational measures. However, you acknowledge and agree that we cannot guarantee that an unauthorized third party will not be able to break these measures. Customers recognize that it is not feasible for us to meet conflicting data security requirements from multiple customers. We do not guarantee that your use of this service is risk-free. We do not provide any representations or warranties against interception or access and, subject to compliance with the other provisions of this section, in connection with your use of the Services, you or your users, or you or your computer, data or We shall not be liable for theft, illegal activity or other misconduct that causes loss or damage of other property.
7. Period and Termination
7.1 Contract period
This Agreement begins on the day you agree to this Agreement and continues until it ends in accordance with the terms of this Agreement.
(a) Cancellation by either party
One Party will terminate this Agreement if the other party violates any provision of this Agreement and does not remedy the applicable violation within 30 days of receiving written notice of such violation. However, violations of Article 3.2 (“Restrictions”) or Article 8 (“Confidentiality”) can be terminated without a 30-day improvement period.
(b) Cancellation by our company
We will terminate your account immediately upon written notice if you violate Section 3.2 or if your account is suspended for a period of 30 days or more as set forth in Section 3.5. I can. We also believe that continued use of the Services may harm the Services (including the Site, Innovature Technology, and / or the systems used to provide the Services) or our other customers. Suspending or suspending your account if we determine that it is possible, or if we determine that it may result in a breach of applicable law, regulation, legal obligation or the legal rights of others It may end. In such cases, in addition to any remedies available by law or equity, we will immediately, in our sole discretion, your user until the issue is resolved or this Agreement ends. You have the right to invalidate your name and password. In addition, the Company shall be able to terminate this agreement for convenience by notifying the customer 30 days in advance.
(c) Effect of termination
If this agreement is terminated for any reason, (i) access to this service should be terminated, immediately stop using this service, and (ii) pay all contract fees, subject to the following (iii). (Iii) You will prove such destruction or return and destroy or return confidential information if requested by us. Notwithstanding the termination of this Agreement, Article 2.7, Article 3.2, Article 4, Article 5, Article 6, Article 7.2 (c), Article 8, Article 9, Article 10, Article 12, The provisions of Articles 13 and 14 shall survive the expiration or early termination of these Terms for any reason.
You shall use, at least with reasonable care, the same degree of caution you use for your information of similar nature in order to protect Confidential Information from misuse or unauthorized disclosure. You agree that we will use Confidential Information only for the purposes of fulfilling it under these Terms and will not disclose Confidential Information without our prior written consent.
9. Disclaimer, no warranty
9.1 No warranty
9.2 Liability for data loss
9.3 Responsibility for electronic communications
APIs and services may experience limitations, delays, and other issues specific to the use of the Internet, personal computers, and electronic communications. We are not responsible for any delays, delivery failures or other damages caused by these issues. Without limiting the generality mentioned above, you understand that the technical processing and transmission of electronic communications is essential to your use of the Services. You consent to our interception and storage of the electronic communications and / or data you provide to us, and such interception and storage is not owned, operated or controlled by us via the Internet. I understand that I need to send over a variety of possible networks. You are aware that such data changes (including encryption and compression) may occur in order to meet and adapt to the technical requirements of the network and / or device you are connecting to. You recognize and understand that electronic communications may be accessed by unauthorized parties if communicated via the Internet, network equipment, or other electronic means.
9.4 Prohibition of dangerous use of services
This service is not designed or intended for use in which failure to this service may result in death, physical injury or environmental damage. You may not use this service for such purposes.
10. Limitation of liability
10.1 Limitation of direct liability
In accordance with Section 10.3 (“Exclusions”), in any circumstances, including but not limited to negligence, you or us (or our affiliates, contractors, employees, agents, or your agents, or paragraph. The third-party partner, licensor, or supplier) shall be liable for any special, indirect, incidental, consequential, punitive, credible, or punitive damages (loss or liability resulting from data loss). We are not responsible for (including but not limited to). Loss of Revenue, Loss of Expected Profit, or Loss of Expected Profit due to Customer’s use or failure to use the Services, Innovature Technology, Sites, or any other product or service offered in connection with these Terms. Loss of Business Opportunity) will not be liable, even if you or us (or our authorized representatives) are informed of the possibility of such damages.
10.2 Limitation of damages
Subject to exclusion, this Agreement limits damages even if you violate this Agreement or if we notify you that we may suffer such damages. I will. All damages, losses, and incurred resulting from or in connection with the use of the Services, the Site, or any other product or service provided in this Agreement or in connection with these Terms, subject to exclusions. The total amount of cumulative liability you or us (or our affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers) to the other party for the cause of the proceedings. Shall not occur in any case. Actions or omissions that caused your claim (whether by contract, tort, including negligence, warranty, or otherwise), including but not limited to interactions with other users. The amount you paid or should pay to access the Services during the 12 months immediately preceding the date of occurrence.
The exclusions and restrictions set out in Sections 10.1 and 10.2 above are in breach of Sections 2.5, 2.7, 3.2, 3.3, 4.3, 8 or indemnified by any party. Does not apply. In addition, the restrictions set out in Article 10.2 do not apply to direct damages to the extent resulting from the parties’ gross negligence, wilful tort, or fraud.
10.4 Basic trading restrictions
You acknowledge and agree that we have provided our services and entered into these Terms. Relying on the disclaimer of warranty and the limitation of liability set forth in these Terms, the disclaimer of warranty and the limitation of liability set forth in this Agreement reflect a reasonable and fair distribution of risk between you and us (Including the risk that contractual remedies may fail their essential purpose and result in loss), and the disclaimer of warranty and the limitation of liability set forth in this Agreement are the economics of this Agreement. If the conditions are different, without it, it forms the essential basis of the transaction between you and us.
11. Service location, export restrictions
This service is primarily managed and operated from our facilities in Japan. We do not represent that the Service is suitable or available for use elsewhere. Anyone who accesses or uses the Services from other jurisdictions is at their own discretion and is fully committed to complying with local laws, including but not limited to import and export restrictions. Responsible. If you are a resident of a country that is embargoed in Japan, or if you are a foreigner or a foreign corporation blocked or denied by the Government of Japan, you may not be able to use this service. I will. By using this service, you agree that your information will be transferred to and processed in Japan on your behalf and on behalf of all users.
12.1 To the maximum extent permitted under applicable law, you may make all claims, liability, proceedings, damages resulting from any third-party claim, litigation, litigation, litigation or proceedings related to: And costs (including settlement costs and reasonable attorney fees) to indemnify, defend and damage us and our affiliates, contractors, employees, agents, third party partners, licensors and suppliers. You agree not to give. (a) Use or access to the Services and related data by you or your agents, employees, contractors, by anyone using your unique username, password or other appropriate security code, or by you. By the end user of the product or service, (b) a breach of any provision of these Terms, (c) your customer data, or (d) you or your agent, employee, contractor, or yours. Violation of US or other country laws, rules or regulations by end users of products or services. We will make reasonable efforts to notify you when we become aware of such claims, actions or procedures. We will notify you in a reasonably prompt manner regarding any claims, proceedings, proceedings, proceedings, or proceedings for which we are seeking the above compensation. You may use a lawyer of your choice (subject to our written approval). A settlement that requires us to accept liability or pay money requires our prior written consent, and we will participate in the defense at our own expense and settle with our lawyer. You can participate in the discussion.
12.2 We are not involved in disputes between customers or disputes between customers and third parties.
12.3 We do not guarantee the recognizability, callability, accuracy, reliability, usefulness or other matters of the information provided by us.
12.4 The service site operated by a third party with which we cooperate with the server must not be infected with illegality, accuracy, morality, computer virus, or contain information not intended by the customer. We do not guarantee any of these, and we do not endorse the use of these websites, the products or services posted on them.
12.5 Operation cannot be guaranteed for all smartphone terminals, OSs, browsers, etc. Please note that the service may be temporarily unavailable due to these foreign enemy environments, and we may not be able to address this.
13. Governing Law / Trial
13.1 Governing law
This Agreement shall be governed by the laws of Japan without reference to any conflict of laws principles that require the application of the laws of other jurisdictions.
Please read this clause carefully as it requires parties to arbitrate disputes and limits the ways in which you may seek remedies from us. For any dispute with us, you first contact us (support@Innovature.com) and agree to informally try to resolve the dispute. In the unlikely event that we are unable to resolve a dispute with you within 60 days, we may have caused or in connection with this Agreement, or any breach or suspected breach of this Agreement. Claims, disputes, and controversies (excluding injunctions set forth below or other claims seeking equitable relief) (hereinafter collectively referred to as “claims”) are referred to by the Japan Commercial Arbitration Association (hereinafter collectively referred to as “claims”). You agree to settle by JCAA’s binding arbitration under the arbitration proceedings recommended by JCAA).
If a dispute arises with the Company, the Tokyo Summary Court or the Tokyo District Court shall be the exclusive agreement jurisdiction court of the first instance, depending on the amount of the complaint.
13.3 Class action proceedings / lay judge trial abandonment
For all individuals and corporations, regardless of whether they acquired or used the Services for personal, commercial or other purposes, all claims must be filed in the individual abilities of the parties and in any class action, Class proceedings, private proceedings, or other representative proceedings are not filed as plaintiffs or class members. This waiver also applies to class arbitration, and the arbitrator may not combine the claims of multiple persons without the Company’s otherwise agreement. By entering into these Terms, you and Innovature have the right to a jury trial, or to participate in class actions, class actions, private lawyers, or any other representative proceeding. You agree to abandon each of them.
Either party may provide the other party with the notice required by these Terms by confirmed email, first-class mail, or personal delivery at the other party’s major office. Suppose. Notifications will be deemed to have been made 24 hours after the email was sent or 3 business days after the date it was mailed.
Failure by any party to exercise or enforce any right or provision of these Terms does not imply a waiver of such right or provision. A waiver of any provision of these Terms will only be effective if the waiver party signs it in writing.
Your rights and remedies under these Terms are cumulative. You know that the Services and Innovature Technology contain our valuable corporate secrets and proprietary information, and any breach of these Terms related to these Terms will result in damages to us for which monetary damages are not sufficient. We acknowledge that the configuration and the injunctive remedy are appropriate remedies.
14.4 Disposability, interpretation
If any provision of these Terms is found to be illegal, invalid, or unenforceable for any reason, that provision shall be restricted or excluded to the minimum extent necessary, and the validity and enforceability of the remaining provisions. Does not affect. Without limiting the generality mentioned above, the limitation of liability clause shall survive the non-enforcement of any warranty or warranty disclaimer. Or, the list of examples following “Examples” is exemplary and not exhaustive unless qualified with terms such as “only” or “exclusively.” All references (e.g., terms, parties, terms, and attachments) refer to the terms, parties, terms, and attachments of these Terms, unless expressly stated otherwise. All captions are intended solely for the convenience of you and us and do not affect the meaning of any provision. All references to “written,” “written,” or other words of similar meaning refer only to non-electronic paper documents, unless expressly permitted to communicate by email. I will.
These Terms and the rights and licenses granted under these Terms may not be assigned or assigned by you without our prior written consent (this may be withheld in our sole discretion. (Yes), we can transfer unlimitedly. The permitted assignment of these Terms is invalid and the attempted transfer without permission is invalid and is binding on you and each of our successors and assignees, provided that they constitute a breach of these Terms. It shall have and be enforceable.
14.6 Use of subcontractors
We have the sole authority to determine how to operate and maintain the Services, including the right to subcontract some or all of its responsibilities and obligations.
14.7 Government rights
Government users only acquire rights to the “services” provided in these Terms.
14.8 Force majeure
We include, but are not limited to, natural disasters, natural disasters, systematic telecommunications, or other utility failures, earthquakes, terrorism or war threats or actual acts, riots, or governmental acts or orders. We shall not be liable to you or your users for delays, failures, or inadequate performance due to circumstances outside our reasonable control.
14.9 Independent contractors and third-party interests
You and we are independent contractors and the content contained herein shall not be construed as establishing a partnership, agency or joint venture, and neither you nor we have the ability to bind the other. There is none. There are no third-party beneficiaries of this agreement.
If you are a company, you may hereby identify and promote your company as our client during and after this Agreement only for the purpose of identifying and promoting your company’s name, trademarks, etc. And grants us the right to use the logo. In addition, we have the right to issue a press release regarding the existence of a business relationship between you and us.
15. Elimination of antisocial forces
The customer shall represent and warrant the matters stipulated in the following items now and in the future.
- Not being an antisocial force
- Do not have a relationship that is deemed to be unreasonably using antisocial forces, such as for the purpose of gaining the wrongful profits of oneself or a third party or for the purpose of damaging a third party.
- Do not provide funds or facilities to antisocial forces
16.1 We may change this agreement at our own discretion, notify us of the change by a method we deem appropriate, and if we use Innovature’s service after notifying the change, we agree to the change of this agreement.
16.2 Even if any provision of this agreement or a part thereof is judged to be invalid or unenforceable by the Consumer Contract Law or other laws and regulations, the remaining provisions and part of this agreement are invalid or enforced. The rest of the provisions determined to be impossible will continue to be in full force.
The Company and the user shall make the invalid or unenforceable clause or part legal, amend this agreement to the extent necessary to make it enforceable, and the purpose of the invalid or unenforceable clause or part, as well as legally and legally. We shall endeavour to ensure the same economic effect.
This Agreement constitutes the entire agreement between you and us on the subject matter of this Agreement, along with all incorporated documentation and additional agreements you may enter into with us in connection with the Services. , Which supersedes all prior or simultaneous negotiations, consultations, or agreements between you and us on that subject, whether in writing or orally. These Terms may only be modified in writing signed by you and us together. Signatures sent by electronic means (fax or scanned and sent by email) are considered to be the original signature. Pre-printed terms on purchase orders or similar documents are considered rejected.