1. Your Agreement with Appiaries Corporation
1.1.In order to use the appiaries profiles API services (“the Services”) you must first agree to the specific terms and conditions contained herein (“Terms”). The Services means the services provided by Appiaries Corporation (hereinafter referred to as either “Company”, “Our”, “Us” or “We”) through this website（http://www.appiaries.com）(the “Subject Site”) which includes the Cloud platform of the Subject Site and Services, API Services, add-ons to the Services and other software and services related thereto (together referred to as “Platform”).
1.2.The Terms (including those amended pursuant to the terms hereof) shall be the terms and conditions of Our contract with you regarding your usage of the Services as well as your understanding of Our policy regarding restrictions and limitations on the use purpose. Should there be any conflicts between the Terms and other terms of related services, the Terms hereof shall prevail.
1.3.In order to use the Services, you must first agree to the Terms and related restriction by using Our Services. Upon using the Services, you understand and agree that you have deemed to have agreed to the Terms and related restrictions.
1.4.The contract for the Services shall be completed and finalized at such time when you complete your registration pursuant to Our established procedure and when you have received Our verification of the acceptance of your registration. You may thereafter use the Services.
1.5.You may not use the Services if you are a person barred from receiving the Services under the laws of Japan or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are over 13, however under 18, you may use the Services with the agreement of a legal guardian or a parent.
1.6.You agree your purchases of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by the Company or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Services
2.1.You must provide accurate and complete registration information any time you register to use the Services. You are responsible for the security of your passwords and for any use of your account. You are prohibited from allowing a third party to use your password. If you become aware of any unauthorized use of your password or of your account, you agree to notify Us immediately.
2.2.You agree that upon use of Our Services after you log in to your account using your password constitutes a valid and legal act on your part to use Our Services. If you have a need to utilize Our Services with others, you must first register such third party joint users based on Our procedure before such a party may use Our Services on your behalf. You agree that any use of Our Services by such party shall be deemed a valid use by you and lawfully considered to be your use for which you are responsible. Any damages or loss incurred by such third party users are your responsibility and you agree not to hold Us responsible for such damage or loss and moreover, agree to indemnify and hold Us harmless from any damages or loss incurred by Us from such third party users unless the cause for such damage or loss is due to Our fault.
If the event of such use by a third party users, you agree to assure Us that such third party shall abide by all of your obligations under Our contract (except for your obligation to pay Our fees pursuant to Payment Policy) and in the event of any violation by such third party users of any of the terms and conditions herein, We shall have the right to terminate the Services at any time at Our sole discretion. In such event, you agree not to hold Us liable for any loss or damage to you as a result thereof and hold Us harmless from any third party claims by agreeing to pay to Us a guaranty security deposit in the sum of such third party claim.
2.3.Your use of the Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.4.You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by Us in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with Us, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
2.5.Your account has “hard” and “soft” usage limits, as further explained here (or such URL as We may provide). The Services does not permit you to exceed the hard usage limits. We reserve the right to enforce soft usage limits in Our sole discretion, which may result in Us serving a “quota exceeded” page to you or your End Users to whom you serve web pages via the Services (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account. In such event We are not liable for any damages or loss to you from such termination of the Services and agrees to indemnify and hold Us harmless from any claims from End Users.
2.6.You may not access the Services for the purpose of bringing an intellectual property infringement claim against Us or for the purpose of creating a product or service competitive with the Services.
2.7.The objective of the Services is solely to obtain information of End Users from your software application based on an authorization from such End Users and apply such information and data to Our application and moreover, by seeking authorization from the End Users, provide to such End Users any and all necessary information therefore.
3. Service Policies and Privacy
3.1.You agree to comply with Our Acceptable Use Policy, attached hereto (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.3.You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the End Users aware that the information will be available to your application and to Us without End User’s specific authorization in compliance with Article 23, Section 2 of the Privacy Security Law of Japan or related laws and regulations therewith.
3.4.You represent and warrant to Us that you shall be in full compliance of all laws and ordinances regarding privacy laws and privacy security laws of Japan in regards to the use of the Services.
4. Fees for Use of the Services
4.1.We provide Our Services free of charge to you. However We reserve the right to charge a fee at any time in the future for the continuation of the Services or if there should be addition of a function to the Services. In such event, the payment of fees for the Services will be based on the Payment Policy.
5. Content on the Services and Reservation of Rights
5.1.You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude the web application that you create using the Services and any source code written by you to be used with the Services (collectively, “Applications”). We have the right at any time to review your Content to determine at Our sole discretion whether or not the same conforms to the law or conforms to the Acceptable Use Policy. We reserve the right to remove the Content at any time should We determine that the Content violates any laws or fails to conform to the Acceptable Use Policy.
5.2.We reserve the right (but shall have no obligation) to remove any or all Content from the Services. You agree to immediately take down any Content that violates any laws or violates the Acceptable Use Policy, including pursuant to a takedown request from Us or We reserve the right to terminate the Services immediately. In the event that you elect not to comply with a request from Us to take down certain Contents, We reserve the right to directly take down such Contents or to disable Applications so that you may no longer use the Services. In such event We are not liable for any loss or damage to you or End Users and you solely shall be responsible for any loss or damage incurred by the End Users and hold Us harmless and indemnify Us from any claims from End Users.
5.3.In the event that you become aware of any violation of the Acceptable Use Policy by End Users of Applications, you shall immediately terminate such End User’s account on your Application. We reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy or implement any other action We deem proper and appropriate under the circumstances. In such event We are not liable for any loss or damage to you or End Users and you solely shall be responsible for any loss or damage incurred by the End Users and hold Us harmless and indemnify Us from any claims from End Users.
5.4.You agree that you are solely responsible for (and that We have no responsibility to you, End Users or to any third party for) the Application or any Contents that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which We may suffer) by doing so. You agree to reimburse Us for any payment We are required to make to your End Users or to any third party as a result of the foregoing reason.
5.5.You agree that We have no responsibility or liability for the deletion or failure to store any Contents and other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Contents.
5.6.If you wish to reproduce the Contents or revise the same or create a product pursuant thereto for either use, transmission, distribution, sale, public disclosure or assignment, you are required to follow Our established procedure unless otherwise authorized hereunder.
6. Proprietary Rights
6.1.You acknowledge and agree that We (or Our licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2.Except as provided in Section 8, We acknowledge and agree that We obtain no right, title or interest from you (or your licensors) under these Terms in or to any Contents or Applications that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Contents and the Applications (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Us, you agree that you are responsible for protecting and enforcing those rights and that We have no obligation to do so on your behalf.
7. License from Us and Restrictions
7.1.We give you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Us as part of the Services as provided to you by Us. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Us, in the manner permitted by the Terms.
7.2.You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof (e.g., through an open source software license) unless you have been specifically permitted to do so in writing by us; or (b) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.
7.3.Open source software licenses for components of the Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Us for the use of the components of the Services released under an open source license.
7.4.We hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display Our trademarks and/or logos as provided here (“Marks”) for the sole purpose of promoting or advertising that you use the Services and solely in accordance with Our then current Trademark Usage Guidelines, which may be found at http://www.appiaries.com/en/legal/tug/ (or such other URL We may provide from time to time). You agree that all goodwill generated through your use of the Marks shall inure to Our benefit.
8. License from You
8.1.We claim no ownership or control over any Contents or Applications. You retain copyright and any other rights you already hold in the Contents and/or Applications, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Contents on or through the Services you give Us a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Contents for the sole purpose of enabling Us to provide you with the Services. Furthermore, by creating an Application through use of the Services, you give Us a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Us to provide you with the Services.
8.2.By adding an assignee to your Applications, you hereby grant to that assignee a non-exclusive, royalty-free, world-wide non-transferable license, however with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Contents as permitted by the relevant Services functionality or features.
8.3.You may choose to or We may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or Our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restrictions and will not place Us under any fiduciary or other obligation, and that We are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4.You agree that We, in Our sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Services.
9.1.We may, and you grant Us permission to, make recommendations via the Services for products or services We think may be of interest to you based on your Application(s), Contents, and/or use of the Services. We will never make recommendations directly to your End Users using your Applications unless We have your explicit permission to do so.
10.Modification and Termination of the Services
10.1.We are constantly innovating in order to provide the best possible experience for you and your End Users. You acknowledge and agree that the form and nature of the Services which We provide may change from time to time without prior notice to you. Any changes are listed in Our website（http://www.appiaries.com） (or in Our URS provide to you by us) and such notification shall be deemed effective notification of changes to you. Changes to the form and nature of the Services will be effective with respect to all versions of the Services. Examples of changes to the form and nature of the Services include without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2.You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.
10.3.You agree that We, in Our sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that We will not be liable to you , your End Users or any third party for such termination.
10.4.You are solely responsible for exporting your Contents and Applications from the Services prior to termination of your account for any reason.
10.5.Upon any termination of the Services, your contract with Us hereunder will also terminate, but your obligations under Sections 6.1, 10, 11, 12, 13, and 17 herein shall survive the termination of your contract with Us.
11.EXCLUSION OF WARRANTIES
11.1.NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2.YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE OUR SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, INCLUDING BUT NOT LIMITED TO, NO WARRANTY REGARDING EACH FUNCTION OF THE SERVICE, NO WARRANTY WITH RESPECT TO FITNESS FOR A PARTICULAR PURPOSE OF USERS, EXPECTED FUNCTIONS AND ACHIEVEMENT OF EXPECTED OUTCOMES, AS WELL AS FREE FROM ANY DEFECT OR POTENTIAL PROBLEMS REGARDING USAGE.
11.3.NEITHER US NOR ANY OF OUR SUBSIDIARIES AND AFFILIATES, AND OUR LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES AND AFFILIATES, AND OUR LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, (D) YOUR USE OF THE SERVICES WILL NOT CAUSE INTERRUPTIONS OF DAMAGES TO YOUR PERSONAL COMPUTER, SMART PHONES, CELL PHONES OR ANY OTHER SIMILAR DEVICES, (E) THE ACCURACY OF THE CONTENTS NOR THE COMPETENCE OF OUR SYSTEM, (F) THE PERPETUAL CONTINUATION AND AVAILABILITY OF THE SERVICES, AND (G) THE INTERRUPTION OR ERROR DURING USE OF THE SERVICES AT ANY TIME.
12.LIMITATION OF LIABILITY
12.1.YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES AND AFFILIATES, AND OUR LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2.THE LIMITATIONS ON OUR LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1.You agree to hold Us harmless and indemnify Us, and Our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Us and Our Partners”) from and against any third party claim arising from or in any way related to:
- your breach of the Terms,
- your use of the Services,
- your violation of applicable laws, rules or regulations in connection with the Services,
- your Contents or your Applications, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
14.1.You agree to immediately delete and terminate any Contents or Applications which infringe or may likely to infringe on third party’s copyright, upon notice from such third party legal copyright owner. If you fail to do so within fourteen (14) days of such notice, We may delete such Contents or Applications subject to such infringement claim. You further agree to be responsible for any loss to your End Users from such deletion and agree not to seek compensation for such loss from Us.
15.1.The Services may include hyperlinks to other web sites or contents or resources or email contents of unrelated third parties. We may have no control over any web sites or resources which are provided by companies or persons other than us.
15.2.You acknowledge and agree that We are not responsible for the availability of any such external sites or resources and the use thereof is strictly at your own risk, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You further acknowledge and agree that We are not responsible for such third party websites nor do We guaranty them in any form or manner.
15.3.You acknowledge and agree that We are not liable for any loss or damage which may be incurred by you or your End Users as a result of the use or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.Changes to the Terms
16.1.We may make changes to the Terms from time to time in Our sole discretion. If We change the Terms in any substantive way and We deem appropriate to notify you of such changes, We will give you seven (7) days prior notice before the changes take effect through Our website（http://www.appiaries.com）(or through Our appropriate URL). 16.2.You understand and agree that if you use the Services after the date on which the Terms have changed, We will treat your use as acceptance of the revised Terms.
17.General Legal Terms
17.1The Terms constitute the whole legal agreement between you and Us and govern your use of the Services (but excluding any services which We may provide to you under a separate written agreement), and completely replace any prior agreements between you and Us in relation to the Services.
17.2.You agree to exercise any rights you may have against Us immediately upon termination of the Services.
17.3.There are no third party beneficiaries to these Terms. All the parties hereto are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture among them.
17.4.If We provide you with a translation of the Japanese language version of these Terms, the Japanese language version of these Terms will control in the event of any conflict.
17.5.You agree that We may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. By providing Us with your email address, you consent to Our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.6.You agree that if We do not exercise or enforce any legal right or remedy which is contained in the Terms (or which We have the benefit of under any applicable law), such shall not be taken to be a legal waiver of Our rights and We may exercise those rights or remedies at any time thereafter. 17.7.We shall not be liable for failing or delaying the performance of Our obligations resulting from any condition beyond Our reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.8.The Terms, and your relationship with Us under the Terms, shall be governed by the laws of the county of Japan without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located in Tokyo, Japan to resolve any legal matter arising from the Terms.
17.9.You may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Us (not to be unreasonably withheld). We may assign the entirety of Our rights and obligations under these Terms, without consent of you in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of own assets. In the event of such arrangement, We will terminate the Services upon written notification from you to do so.