bodais/bodais-related Services Master Subscription Agreement
This Agreement governs Your acquisition and use of bodias and bodias-related services. If You register for a free trial for bodias and bodias-related services, this Agreement also governs such free trial.
By submitting an Order Form with a signature or a name and seal that references this Agreement or by accepting this Agreement by making an application on the Web site operated by Us, You agree to the terms and conditions of this Agreement. If You are entering a Contract on behalf of a company or other legal entity, You are representing that You have the authority to bind such entity and its affiliates to the terms and conditions of this Contract in regard to the following conditions. In this case, You or Your shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree to the terms and conditions of this Contract, You must not apply and You may not access to Services.
The Contract takes effect between You and Us as of the date of Your acceptance of the Contract.
We may modify this Agreement without prior notification. When this Agreement is modified, We will make the modified Agreement public on the Web site operated by Us, and You are deemed to agree the modified Agreement.
Regarding the use of specific bodais applications invented by a company other than Us or a person, please refer to bodais Application Use Agreement and the use agreement of each bodais application.
Regarding the handling of data in relation to the use of bodais, please refer to the Data Utilization Agreement.
The bodais Application Use Agreement, each use agreement of the bodais application, and the Data Utilization Agreement are a part of Agreement, and these agreements constitute the Agreement as a whole. Please carefully read and observe each agreement.
Article 1 (Definitions)
- “Agreement” means “bodais AND bodais-Related Services Master Subsctiption Agreement, bodais Application Use Agreement,” and “Data Utilization Agreement”.
- “Contract” means a contract regarding the Services entered into by Your offer with Your consent to this Agreement.
- ”bodais” means services, Web sites and those systems operated online by i’sFACTORY co., ltd. and functionalities, incidental services, and software provided in relation to bodais. bodais is Our registered trademark.
- “ bodais Platform” means servers, physical equipment, functionalities of the internet communications, data, software to realize Services, and so forth prepared by Us for the purpose of providing Services.
- “bodais Applications” means software that operates on the bodais Platform.
- “Services” means all or any bodais services that We provide online and that are described in the Documentation.
- “Beta Services” means Our services or functionality which are clearly designated as beta, Labo, pilot, limited release, developer preview, non-production, evaluation, or by a similar description that may be made available to You to try at your option at no additional charge.
- “Content” means information obtained by Us from licensers of content or publicly available sources and made available to You pursuant to an Order Form, as more fully described in the Documentation.
- “Documentation” means the content of Our online user guides, documentation, and Help & Training, as updated from time to time, accessible via login to the Service.
- “Your Data” means electronic data and information saved in the Services by or for You, excluding Content and Non-i’sFACTORY Application.
- “Non-i’sFACTORY Application” means a Web-based, mobile, offline or other application software functionality that is provided by You or a third party and inter-operates with a Service.
- “Order Form” means a document for making an order that specifies the Services to be provided under Contract between You and Us, including any addenda and supplements thereto.
- “Subscription” means the right to use Services and Content as described in the Order Form that is entered into from time to time between You and Us.
- “You” or Your” means the company or other legal entity for which you are accepting the Contract and affiliates of that company or entity.
- “User” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with whom You transact business.
Article 2. (Use of this Services and Contents)
- You may use Services only for Your own use, and You may not sublicense, sell, sublease, or transfer possession of the right to use Services in the Contract to a third party (including Your parent company and Your affiliated companies; the same shall apply hereinafter) without Our prior written consent.
- You may not change, modify or copy any or all of Services for any purpose without Our prior written consent. You may also not have a third party do such acts.
- You may not couple all or any Service with other programs, or disassemble, reverse compile all or any of the Services. You may also not have a third party do such acts.
- The ID and the password are to be managed by You and are Your own responsibility. You are deemed to be responsible for any acts performed using Your ID and Your password. Please contact Us immediately in case Your ID is used without Your permission or Your ID or Your password is leaked to a third party. Also, please logout when you stop using Services temporarily. We do not compensate for any damages arising from a leak of an ID and password or an unauthorized use.
Article 3. (Fees and Payment for Pay Services)
Article 3. (Fees and Payment for Pay Services)
- You will pay all fees specified in the Order Forms.
- Unless otherwise provided, the following conditions are applied to the payment of fees:
- Fees are based on Services and Content subscriptions purchased and not the actual usage.
- Payment obligations are non-cancelable, and fees paid are non-refundable.
- Quantities purchased cannot be decreased during the relevant subscription term.
- You agree that Your purchases are not contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Us regarding future functionality or features.
Article 4 (Beta Services)
- From time to time, We may make Beta Services available to You at no additional charge.
- You may choose to try such Beta Services or not at Your sole discretion.
- Beta Services are intended for evaluation purposes and not for production use. Also, Beta Services are not supported.
- Beta Services are not considered Services under the Agreement. However, the provisions regarding all restrictions concerning the usage of Contents, Our reservation of rights, and the limitation of Our liability shall apply equally to Your use of Beta Services.
- We may discontinue Beta Services at any time at Our sole discretion and may never make them generally available.
- We will have no liability for any harm or damage arising out of or in connection with Beta Services.
Article 5 (Term of Contract and Termination)
- The term of the Contract regarding bodais Platform is 1 year from the date of the commencement of the contract (until the end of the month that includes the date that is 12 months after such date). Please refer to the Order Form as it differs in each bodais Application.
- The term of the Contract is as described as the use period of Services in the Order Form. You may not unilaterally terminate it during the term.
- The Contract will be automatically renewed unless either party gives the other a notice of non-renewal at least 30 days before the expiration of the term of Contract.
- We may immediately terminate the Contract without giving notice to You if any one of the following events occurs:
- If you fail to perform obligations hereunder or breach the Contract
and fail to cure the breaches even though We demanded it specifying a reasonable period;
- If an attachment, a provisional attachment, a preservative injunction, an auction, or any other public orders are imposed, or a petition for commencement of civil rehabilitation proceedings, reorganization proceedings, special conciliations, or a petition for commencement of bankruptcy and other bankruptcy proceedings are made;
- If you receive a disposition to suspend transactions with a clearinghouse or an attachment for delinquent Tax;
- If Your financial or credit status deteriorates, or there is reasonable ground to suspect it.
- When Contract is terminated pursuant to the preceding paragraph, You will forfeit the benefit of time and shall immediately perform all obligations to Us.
- You may not ask for a refund of any fees already paid.
- Articles 7 through 9 herein shall survive any termination or expiration of the Contract.
Article 6 (Property Rights and License)
- Subject to the limited rights expressly granted hereunder, We reserve all of Our rights in and to the Services and Content, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
- We have the right to access and use the applicable Content subject to the terms of the applicable Order Forms, this Agreement, and the Documentation.
- You grant Us, Our affiliates, and applicable contractors a worldwide, limited-term license to host, copy, transmit, and display Your Data, and any Non-i’sFACTORY Applications and program code created by or for You using a Service or for use of the Services by You, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right to any of Your Data, Non-I’s FACTORY Application or such program code from You or Your licensors under the Contract .
- You grant to Us and Our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our affiliates’ services any suggestions, enhancements requests, recommendations, corrections, or other feedback provided by You or Users relating to the operation of Our or Our affiliates’ services.
Article 7 (Confidentiality)
- “Confidential Information” means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content. Confidential Information of each party includes the terms and conditions of this Contract and all Order Forms (including information regarding the fees), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party. However, Confidential Information does not include any information that:
- Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
- Was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party,
- Is received from a third party without breach of any obligation owed to the Disclosing Party,
- Was independently developed by the Receiving Party.
- The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to
- Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement
- Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of it and its affiliates’ employees and contractors who need access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
- The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so.
Article 8 (Prohibited matter)
- We prohibit You from performing the following acts. If We incur damages due to Your violation of these prohibition, we may claim damages from You. If You gain interests from the prohibited acts, We have the right to suspend such acts and to demand an amount equivalent to profits gained from such acts.
- To copy, publish, send, distribute, sell, rent, translate, adapt, license, reproduce, reuse any or all Services, software or their contents without prior written consent.
- To rent or sell the ID and the password to a third party or to share them with a third party
- To send or input, whether intentionally or not, harmful computer programs, emails and so forth to the server or system of bodais, to gain unauthorized access to Services by using a means other than the ineterface provided to You on bodais
- To analyze, sell or sublicense the source code by copying, changing, modifying, creating secondary use, reverse engineering, disassembling among other things, bodais and any software programs that are used in relation to bodais
- To input data or information which You are not authorized to use or without obtaining a license from the third party who hold the intellectual property right and use the resulting of analysis
- Acts that infringe on copyright and other intellectual property rights or honor, credibility or other personal rights of Us or a third party
- Criminal acts or acts which incite criminal acts or acts which can be the previous acts
- To use programs such as computer viruses that interfere or may interfere with the business of others or to provide such programs to a third party, or to perform acts can be the previous acts
- Any other acts that infringe on the interests of another person or offend public order and morals
- Any other acts which are considered inappropriate in regard to the provision of Services
Article 9 (NO Warranty and Disclaimer)
- We in no way warrant the following:
- that bodais satisfies Your requests, demands, or expectations.
- that bodais is free from defects or errors, or that the data you input will not be lost or damaged, and that any failure, in general, does not occur.
- that information and such that are available from bodais are valid
- that products, services, or information, and so forth that are available through bodais satisfy Your expectations.
- that the systems or data provided by bodais are free from harmful programs or data such as computer viruses.
- that the defects or bugs in the provided software will be fixed.
- Any downloads or other acquisitions using bodais and the execution of downloads and so forth are your own responsibility. You shall be responsible for any damages arising from these acts.
Article 10 (Compensation for Us)
- Any claims or demands from a third party caused by an infringement of the right of the third party caused by Your connection to Services, Your breach of Contract, or reasons attributable to You in relation to Your use and connection to Services, shall be resolved on Your own responsibility and at Your own expense. In case We incur an expense in relation to dealing with such claims or demands or We pay the damages and so forth, You are responsible for such expenses or damages (including attorneys’ fees that are paid by Us).
Article11 (Limitation of Liability)
- We provide Services “as is,” exclusive of any expressed or implied warranty including merchantability, fitness for any particular purpose, or for non-infringement of authority or right.
- In no event shall either party have any liability with regard to lost profits whether the claim of the other party is based on Contract or tort. The foregoing disclaimer will not apply to the extent prohibited by law.
- If We are to pay Your damages in relation to the Contract, whether the claim is based on default, unjust enrichment, tort or any other grounds, the liability will not exceed the total amount of the license fee (annual amount) of the year such damages occurred.
Article 12 (Suspension of Services)
- We may temporarily suspend the provision of Services in the following cases so as to provide Services properly:
- Under unavoidable circumstances such as maintenance or construction by Us
- Under unavoidable circumstances such as suspension of electric power, telecommunication service by telecommunication constructor, or any other force majeure
- When we suspend the provision of Service in accordance with the preceding paragraph, We will use Our reasonable efforts to provide You with notice prior to such a suspension. However, this shall not apply in cases of urgent and unavoidable circumstances.
Article 13 (International Use)
- You will fully understand that Web services are used across national borders and when using bodais, You will observe the laws or regulations of the country or the region where it is used.
- When You send technical information to bodais from Your country of residence, when You use information received from bodais, or when You send data received by bodais to a foreign country, You agree to observe the laws and regulations regarding technology exports.
- Even if Your acts violate the laws and regulations of the country or the region where Services are used, We shall not be responsible for any such violation.
Article 14 (Manner of Giving Notice)
- Except as otherwise specified in this Agreement, all notices, permissions and approvals regarding the Contract will be in writing and will be effective upon :
- personal delivery
- the second business day after mailing
- the first business day after sending by email. However, email is not sufficient for notices of termination or for an indemnifiable claim to the other party (“Legal Notices”). Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
Article 15 (Elimination of Anti-Social Forces)
- We and You represent the following to each other on the effective date and during the term of this Contract:
- That Self and its executives (employees engaged in business, directors, executives or persons qualifying as such), a person or an employee who is in the position of having substantial control over its management (hereinafter referred to comprehensively as ”Self, Executives and so forth”) are not, and was not an organized crime group, a company affiliated with an organized crime group, a corporate extortionist (“sokaiya”), a racketeer advocating a social/political movement (“shakaiundo to hyobogoro”) , a special intelligence organized crime group (“tokushuchinoboryokushudan”), a terrorist, or a terrorist organization, or a person equivalent to these or their members (hereinafter collectively called “Anti-Social Forces”) within the past 5 years.
- That Self, Executives, and so forth do not have socially reprehensible relationship with Anti-Social Forces
- That Self, Executives, and so forth do not have relationship with Anti-Social Forces by way of funding or giving facilities
- That it does not let Anti-Social Forces use its own name and enter into the Contract
- That it does not do the following act to the other by itself or by using a third party
- An act of violent demand
- An act of making unreasonable demands beyond legal responsibility
- If the other party breaches the representations made under the preceding paragraph or if it is reasonably suspected that there has been a breach, We and You may immediately suspend all or any transactions with the other party or terminate all or any contracts with the other party without any notification or any other procedures. We and You acknowledge that even when damages occur to the other party arising from or in relation to the suspension of a transaction or termination of contracts, We or You do not have any liability.
- We and You ensure that if the other party suffers damages due to a violation of the representation under the preceding paragraph of Self (including its executives and so forth), it accept the liability for such damages.
Article 16 (Force Majeure)
- When the performance of all or any of Our obligations under Agreement is delayed or rendered impossible due to the following events, We do not hold any responsibility. We will immediately resume the provision of Services when such causes are eliminated. If We conclude that the provision of Services is impossible due to such causes, We may terminate the Contract with immediate effect:
- Acts of God, riots, civil war, serious plague, changes or cancellation of laws and regulations, governmental orders
- Mergers, sale, suspension of business, and suspension of services by Us and any situations occurred beyond Our control and not attributable to Us.
Article 17. (Jurisdiction)
- Contract shall be governed and construed in accordance with the laws of Japan. Any dispute arising in connection with the performance of Contract shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.
Article 18 (Consultation)
- Any matter not stipulated in this Agreement or any ambiguities arising with respect to any provision of the Contract shall be resolved upon mutual consultation in good faith between You and Us.