Article 1. The Services
The "Services" refer to subscriptions to BizRobo! software, consisting of software developed or licensed from third parties by the Company and open-source software ("Software" hereinafter).
Article 2. How to Apply
2. The User shall be granted rights to use the Services ("Usage Rights" hereinafter) at the time he or she has been notified, in writing or by email, of the acceptance by the Company of the application described in the preceding paragraph.
Article 3. Provision of the Services
1. The Company shall provide the Services to Users during the period of validity of the Usage Rights, and the User shall use the Services internally within its own company, in the established country of the user.
2. The User may not transfer or lend the Services to any third party without the Company’s prior written consent.
Article 4. Usage Charges
There is no charge ("Usage Charges" hereinafter) for use of the Services.
Article 5. Prohibited acts
1. Users must not engage in any of the following acts in using the Services.
(1) Reproduction of the Software beyond the extent necessary for use of the Services
(2) Modification, translation, conversion to another programming language, decompiling, reverse engineering, or disassembling or decryption of the Software's source code, or assisting a third party in any such acts
(3) Incitement of criminal acts, and similar acts
(4) Infringement on the intellectual property rights or privacy of, or slandering or otherwise harming, the Company or a third party, and similar acts
(5) Improper use of another’s password or similar information, permitting another to use the User's own password or similar information, and similar acts
(7) Unauthorized alteration or deletion of third-party information accessible from the Services, or impediment of third-party communication, and similar acts
(8) Use of the Services to produce other software
(9) Providing the Services, or derivatives thereof, to third parties, whether free or for a charge
(10) Other acts judged inappropriate by the Company
Article 6. Rights etc. to the Services
2. The User shall acknowledge that, as requested by the Company, the User's name, logo, trademarks, and other information may be contained in IR materials, marketing materials, and websites of the Company or its affiliates as a user of the Services and announced in user case studies and shall consent to cooperating in the necessary procedures thereof.
3. The User shall acknowledge that, as requested by the Company, the User shall cooperate with questionaire survey on the use of the Service conducted by the Company.
4. The User shall understand that, the Company may introduce the User to paid services for the Service.
Article 7. Designated software
1. Users shall acknowledge that the Company may, as appropriate, designate software as necessary or suitable for use of the Services.
2. Users shall acknowledge that if they have used software other than those designated despite specification by the Company as described in the preceding paragraph, then they may not be able to use the Services in whole or in part and shall waive the right to make any claims vis-a-vis the Company, including demands for compensation for damage, based on such inability to use the Services in whole or in part.
Article 8. Handling of personal information
When handling personal information in using the Services, Users shall take adequate security measures to protect such personal information and shall handle it in accordance with the Act on the Protection of Personal Information (Act No. 57 of 2003).
Article 9. Suspension of provision
Article 10. Cancellation of Usage Rights
1. In the event that the Company has ceased provision of the Services in accordance with the provisions of Paragraph 1 of the preceding article, the Company may cancel the Usage Rights and shall not bear any associated costs.
2. When a User meets any of the descriptions enumerated below, the Company may cancel the Usage Rights without any prior warning.
(1) It has been subject to a filing for provisional seizure, seizure, or auction, or has commenced bankruptcy or civil rehabilitation proceedings, commenced corporate reorganization proceedings, or filed for commencement of corporate rehabilitation proceedings, or it has begun liquidation
(2) It has received a reminder to pay taxes or other public charges in arrears, or has been subject to a filing for provisional seizure or provisional disposition
(3) Its payments have been suspended
(4) Its notes or checks have been dishonored
(5) It has resolved to cease business or to dissolve its organization
3. In the event of the discontinuation, for any reason, of the license provided to the Company by any of its licensors for software owned by said licensor and necessary for provision of the Services, the Company may cancel the Usage Rights by promptly notifying the User in writing and shall not bear any associated costs. The User may not demand any compensation from the Company for damage it suffers as a result of such cancellation, for any reason.
4. When the Usage Rights have been canceled, the User must immediately cease using the Services, dispose of or delete, as instructed by the Company, any and all copies of the Software in its possession or under its control, and, when so requested by the Company, notify the Company in writing, through a document in the name of the User's representative, that it has completed such disposal or deletion.
Article 11. Nondisclosure
The User may not, without the prior written consent of the Company, disclose, provide, or leak to any third party any information concerning the properties of the Services, including (but not limited to) manuals and other documentation concerning the Software or the Services or results of benchmarking of the Services or related customer evaluations ("Confidential Information" hereinafter). However, this shall not apply to information that can be certified to meet any of the descriptions enumerated below.
(1) Information already in the recipient's possession at the time of its provision or disclosure
(2) Information already public knowledge at the time of its provision or disclosure
(3) Information that became public knowledge, through no fault of the recipient, after its provision or disclosure
(4) Information obtained lawfully from a properly authorized third party, without being subject to any nondisclosure obligation
(5) Information developed or obtained independently without relying on Confidential Information
(6) Information that must be disclosed under the provisions of laws
(7) Information for which the prior written consent of the other party has been obtained
Article 12. Period of validity of the Usage Rights
1. The period of validity of the Usage Rights shall be 90 days from the application date.
Article 13. Measures taken after the end of the period of validity
1. When the period of validity of the Usage Rights has ended, the User must cease use of the Services and then shall, within 30 days after the end of the period of validity, promptly dispose of or delete the Software and any and all copies thereof, at its own expense, as instructed by the Company. In addition, when so requested by the Company, the User must notify the Company in writing, through a document in the name of the User's representative, that it has completed such disposal or deletion.
2. When a User has violated the provisions of the preceding paragraph or of Article 10, Paragraph 4, it must compensate for the damage the Company suffered.
Article 14. Third-party and open-source code
1. The User shall acknowledge that the Software includes some third-party and external code ("External Code" hereinafter), including but not limited to free software and open-source software subject to licenses of third parties other than the Company ("Third-party Licenses" hereinafter): the licensing terms established by third-party developers of the software in the case of free software and open-source code licensing terms in the case of open-source software.
2. The User shall acknowledge that the Services' use of External Code, and the conditions thereof, may be revised by the Company or a third party at any time.
4. The User acknowledges that, if it has received a separate demand from a third party for use of any External Code under the provisions of a third-party or open-source code license, the User shall declare and guarantee that all such rights shall be obtained and used, and in the event that the User has neglected to do so, the User shall pay compensation for any and all damage suffered by the Company, Kapow Technologies Inc. (headquarters: 260 Sheridan Avenue, Suite 420, Palo Alto, California, U.S.A.; referred to collectively, including its group of companies, as "Kapow" hereinafter), Lexmark International, Inc. (headquarters: 740 W. New Circle Road, Lexington, Kentucky, U.S.A.; referred to collectively, including its group of companies, as "Lexmark" hereinafter), and Kofax PLC (headquarters: 15211 Laguna Canyon Road, Irvine, California, U.S.A.; referred to collectively, including its affiliate companies, as "Kofax" hereinafter) and not harm the Company, Kapow, Lexmark, or Kofax in any way.
Article 15. Non-guarantee
The Company shall not provide any guarantees (including implicit guarantees) regarding the Services, including guarantees of non-infringement of third parties' rights, of merchantability and suitability to specific users, and of absence of errors, completeness, absence of interruption or mistaken operation, full security vis-a-vis unauthorized access, or absence of any other defects or flaws (referred to collectively as "Defects etc." hereinafter).
Article 16. Limitations of liability
1. The Company shall not be liable to Users for any damages, including but not limited to direct damages, lost earnings, indirect damages, special damages, attendant damages, punitive damages, or derivative damages, due to use of the Services or inability to use them, or due to Defects etc. in the Services.
2. The Company shall not be liable for any damages to Users or third parties arising from improper use of the Services, through methods such as improper use of a login ID by a third party.
3. If the User has, through use of the Services, caused any damage to a third party, the User shall resolve the matter under its own responsibility and shall not cause the Company to bear any liability, for any reason.
4. The Company shall not bear any liability to third parties, including Users, for loss or damage, etc., in whole or in part, of data or other content belonging to Users or third parties prepared using the Services and stored on PCs or cloud systems on which the Services run.
Article 17. Exclusion of antisocial forces
1. The Company and the User hereby declare and guarantee that they do not meet any of the descriptions enumerated below.
(1) It currently qualifies, or has qualified in the past, as an organized crime syndicate, members of organized crime, quasi-members of organized crime, companies affiliated with organized crime, sokaiya racketeers, racketeers posing as social movements, racketeers posing as political movements, specially designated as organized crime syndicates, or other antisocial forces ("antisocial forces" hereinafter)
(2) It has, either itself or through use of a third party, employed fraud, acts of violence, or threatening language targeting the Company
(3) It has acted in ways such as notifying the other party that it qualifies as an antisocial force or that an organization or party affiliated with it qualifies as an antisocial force
(4) It has acted in ways that are, or could be, detrimental to the good name, trust, or other interests of the other party, either itself or through use of a third party
(5) It has acted in ways that have impeded, or could impede the business of the other party, either itself or through use of a third party
2. If a User meets any of the descriptions enumerated in the preceding paragraph, the Company may, without warning, cancel the Usage Rights.
3. The Company shall not be liable for compensation for any damage suffered by the User in the event that the Usage Rights have been canceled as described in the preceding paragraph.
Article 18. Kapow Patents
The User shall acknowledge and consent to the fact that patents owned by or subject to pending applications by Kapow may apply to the Services and the functions thereof, and that patents owned or subject to pending applications by Kapow are those indicated below ("Kapow Patents" hereinafter) and shall agree not to apply for patents or utility models for inventions or designs that could infringe upon Kapow Patents.
US7904369, US Appl. No. 12/987,371, EP1342171, US7698277, US2009055727, EP1949262, HK1128839, US20090265420, EP2018757, EP1269347, US Appl. No. 10/240,463.
Article 19. Export control
The User may not export the Services, take them overseas, or use them at branch offices outside of the established country of the user.
Article 20. Prohibition of transfer of status
Article 22. Use of related services
Article 23. Applicable law and court with jurisdiction
Article 24. Negotiation