The Terms of Use (hereinafter referred to as the “Terms”) set forth the matters to be observed by the Registered Manufacturers as well as the rights and obligations of Kabuku Corporation (hereinafter referred to as the “Company”) and the Registered Manufacturers with respect to the use of Kabuku MMS provided by the Company. Every user desiring the registration for the service will be required to read through the entire text of the Terms carefully before agreeing thereto.
Article 1 Scope of Application
1.1 The Terms shall define the rights and obligations of the Company and the Registered Manufacturers (as defined in Article 2), and shall apply to any relationship between the Company and the Registered Manufacturers with respect to the use of the Service (as defined in Article 2).
1.2 The rules and regulations concerning the Service which may be posted by the Company on the Website (as defined in Article 2) from time to time shall constitute part of the Terms.
Article 2 Definitions
For the purposes of the Terms, the following terms shall have the meanings ascribed to them as follows:
(1) “Third Party SNS Services” means social networking services provided by third parties such as Facebook, which have functions of user identification, disclosure of relationships with friends, posting of contents, etc. and which shall be used in relation to the Service.
(2) “Third Party SNS Providers” means the entities which provide the Third Party SNS Services.
(3) “Terms of Use for Third Party SNS” means the terms applicable between the Registered Manufacturer and the Third Party SNS Providers.
(4) “Manufacturing Contract” means a contract entered into between the Registered Manufacturer and the Registered Customer through the order management system of the Service, under which the Registered Customer entrusts the Registered Manufacturer to manufacture products by using a 2D printer, 3D printer, CNC machines and other working machine (hereinafter referred to as the “Working Machine”).
(5) “Intellectual Property Rights” means copyrights, patents, utility model rights, trademark rights, and any other intellectual property rights including, without limitation, the rights to acquire these rights or to file an application for the registration of any of such rights.
(6) “Website” means the websites on the Internet operated by the Company with the domains of kabuku.io, 3dprinting-mms.com, kabuku.co.jp, including, without limitation, the new website in cases where the domain or contents of the Website are changed.
(7) “Applicant” means the “Applicant” defined in Article 3.
(8) “Registered Customer” means an individual or a corporation who is registered as a customer who entrusts the Registered Manufacturer through the Service to manufacture products by using the Working Machine.
(9) “Registration Information” means the “Registration Information” defined in Article 3.
(10) “Registered Manufacturer” means an individual or a corporation who is registered, in accordance with the provisions of Article 3, as a manufacturer who is entrusted by a Registered Customer through the Service to manufacture products by using a Working Machine.
(11) “Service” means the software-as-a-service provided by the Company, named “Kabuku MMS”, for management of manufacturing factories which manufacture products using the Working Machine, and includes, without limitation, the new service in cases where the name or contents of the Service are changed.
(12) “Users” means the Users defined in Article 5.1.
(13) “Service Agreement” means the “Service Agreement” defined in Article 3.4.
Article 3 Registration
3.1 Any person who desires to use the Service (hereinafter referred to as the “Applicant”) may apply to the Company for the registration as a user of the Service by agreeing to abide by the Terms and providing the Company with the information required by the Company (hereinafter referred to as the “Registration Information”) in a manner specified by the Company.
3.2 The application for the registration shall be made by an individual or a corporation that will use the Service, and applications by proxy will not be accepted. For each application for the registration, the Applicant shall provide true, correct and current information to the Company.
3.3 The Company may reject the registration if:
(1) the Company determines that the Applicant is likely to violate the Terms;
(2) the Registration Information submitted to the Company contain, in whole or part, false or erroneous statements or omissions;
(3) the registration of the Applicant for the use of the Service has once been cancelled;
(4) the Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the necessary consent of his/her respective legal representative, guardian, curator or assistant; or
(5) the Company determines that the Applicant is antisocial forces (which mean gang groups, gang members, right-wing groups or other similar entities; the same shall apply hereinafter), or the Company determines that the Applicant is associated with or involved in antisocial forces in any manner such as cooperating or engaging in maintenance, operation, management of antisocial forces through funding or any other method.
(6) the Company otherwise determines that the registration would be inappropriate.
3.4 The acceptance or rejection of applications for the registration shall be determined by the Company in accordance with the criteria established by the Company, including, without limitation, the items of Article
3.3. The registration of an Applicant as a Registered Manufacturer shall be deemed to have been completed when the Company issues to the Applicant a notice stating that the application has been accepted. The completion of the registration constitutes the execution of the agreement (the “Service Agreement”) between the Registered Manufacturer and the Company with respect to the use of the Service in accordance with the provisions of the Terms
3.5 In the event of any change in the Registration Information, the Registered Manufacturer shall promptly notify the Company of such change in accordance with the procedure specified by the Company and submit to the Company the required information.
Article 4 Use of the Service
The Registered Manufacturer shall be entitled to use the Service in accordance with the Terms in such a manner as specified by the Company, during the effective term of the Service Agreement.
Article 5 User Registration
5.1 The Registered Manufacturer may register its directors, officers or employees as users of the Service and may permit them to use the Service, in accordance with procedures designated in the Service. The persons so registered as a user of the Service shall be referred to as the “Users.”
5.2 The Registered Manufacturer shall manage the Users at its responsibility, and shall cancel the registration of the Users who cease to use the Service due to leave of absence, resignation or other reasons quickly after such cessation.
5.3 The Company may calculate the Usage Fee provided for in Article 7 on the basis of the number of the registered Users irrespective of whether the Users actually use the Service or not. The Registered Manufacturer shall not make objection to the foregoing.
5.4 The Registered Manufacturer shall have the Users abide by the Terms, and be fully responsible for the Users’ acts as if they were acts of the Registered Manufacturer.
5.5 The Registered Manufacturer shall not register as a User any person (including directors, officers or employees of a parent company, subsidiary company or affiliate company of the Registered Manufacturer) other than directors, officers or employees of the Registered Manufacturer unless approved by the Company.
Article 6 Manufacturing Contract
6.1 When the Registered Customer orders manufacturing of a product by using a Working Machine in a manner designated by the Company through the Service and then the Registered Manufacturer accepts it in a manner designated by the Company, the Manufacturing Contract shall be deemed entered into between the Registered Customer and the Registered Manufacturer. The Registered Manufacturer shall acknowledge and agree that the Registered Customer may cancel the order of manufacturing of a product until the Registered Manufacturer accepts it.
6.2 In accordance with Article 6.1, the Manufacturing Contract whose contents are the same as those of “Manufacture Entrustment Agreement” posted on the URL below (referred to as the “Basic Condition” hereinafter in this Article 6) shall be deemed entered into between the Registered Manufacturer and the Registered Customer; provided, however, that if any different agreement is made between the Registered Manufacturer and the Registered Customer, such agreement shall prevail.
[URL] https://<SELECTED SUBDOMAIN>.3dprinting-mms.com/app#/space/edit
6.3 The Basic Condition is nothing more than basic conditions of transactions which the Company prepares for the purpose of convenience for execution of contracts between the Registered Manufacturer and the Registered Customer, and the Company does not warrant that the Basic Condition is appropriate, complete, legally valid, or free from cause of disputes and does not warrant any other matters with respect to the Basic Condition. The Registered Manufacturer shall, at its cost and responsibility, confirm and examine the contents of the Basic Condition and determine whether or not to adopt conditions different from the Basic Condition with respect to the contract to be executed between the Registered Customer and the Registered Manufacturer, and take appropriate procedures such as executing other agreements.
6.4 The Registered Manufacturer shall acknowledge and agree that the Company does not become a party to the Manufacturing Contract and that the Company assumes no responsibility for the contents or performance of the Manufacturing Contract.
6.5 The Registered Manufacturer and the Registered Customer shall agree through the Service on the consideration of the Manufacturing Contract, as well as the amounts of consumption tax, value added tax and other taxes thereon.
6.6 The Registered Manufacturer shall not enter into the Manufacturing Contract through the Service for a product which falls under any of the following items:
(1) products violating laws;
(2) copyright works the copyright to which is not held by the Registered Customer or the Registered Manufacturer, copyright works which is not licensed to the Registered Customer or the Registered Manufacturer, items which would infringe a third party’s patent rights, design rights or trademark rights or any other items with respect to which valid rights to use are not held by the Registered Customer or the Registered Manufacturer;
(3) a firearm, weapon, cigarette, medicine or medical supplies, living objects such as animals and insects, or items for which the licenses or qualifications for sale required by laws are not obtained or fulfilled, and any other illegal items;
(4) gunpowder, firework or other dangerous products, items that could be used in crimes (such as air guns, stun guns, tear gas sprays), knifes that are illegal to carry, expensive products which make claims for good luck or protection against evil, financial products (such as stocks and dividends), extremely sexual products for adults, items which are easily exchangeable for cash such as gift vouchers or coupons generally distributed; or
(5) any other items the Company determines to be inappropriate.
6.7 The Registered Manufacturer shall not, and shall not make solicitation to, enter into a contract for entrustment of a work which can be entrusted through the Service, not through the Service with the Registered Customer or a party which was the Registered Customer at any time within last 5 years.
Article 7 Usage Fee
7.1 The Registered Manufacturer shall pay the fee set forth in the URL below depending on the plans and options subscribed for by the Registered Manufacturer or the number of the Users, as the consideration of use of the Service (the “Usage Fee”). The Company may amend the plans, options, prices and other fee structures in accordance with Article 21.2.
[URL] https://mms.kabuku.io/pricing
7.2 Registered Manufacturer shall pay the Usage Fees by any of the following methods.
(1) Credit card (including Paypal)
(2) Bank transfer
7.3 When paying Usage Fee by credit card, Usage Fee will be withdrawn from the designated account of the Registered Manufacturer on the day designated by the credit card company. When paying Usage Fee by bank transfer, the Registered Manufacturer shall pay Usage Fee to the Company in accordance with the terms specified by the invoice.
7.4 The Registered Manufacturer shall pay the Usage Fee for each month from the date on which the Registered Manufacturer subscribes to the plans or options (the “Payment Period”) shall be paid on the first date of each Payment Period. The fees and costs for the payment shall be borne by the Registered Manufacturer.
7.5 With respect to the Usage Fee for the plans and options which specified in the URL of the Article 7.1 that the Usage Fee shall be charged without calculation on per diem basis, even if the use of the plans or options is terminated during the Payment Period, the Usage Fee of the whole Payment Period shall be charged without calculation on per diem basis. With respect to the Usage Fee for the plans and options which specified in the URL of the Article 7.1 that the Usage Fee shall be charged on per diem basis, if the use of the plans or options is terminated during the Payment Period, the Usage Fee shall be charged on per diem basis according to the period of use.
7.6 The Company shall have the right to set off the refund obligation of the Usage Fee against any obligation owed by the Registered Manufacturer to the Company regardless the payment terms.
Article 8 Management of Password and User ID
8.1 The Registered Manufacturer shall be fully responsible for the security and safekeeping of his/her password and user ID and the Registered Manufacturer shall not cause or permit any third party to use the password or user ID nor shall it loan, assign, or cause to be owned in the name of another person or to be sold or purchased the password or user ID or otherwise cause the password or user ID to be an object of any activity similar to the foregoing.
8.2 The Registered Manufacturer shall be responsible and liable for any damage incurred by the Registered Manufacturer as a result of inadequate management, wrong or improper use, or the use by a third party of the password or user ID. In no event shall the Company be responsible or liable for such damage.
8.3 In cases where the password or user ID is found to be stolen or used by a third party, the Registered Manufacturer shall immediately notify the Company to that effect and follow the instructions provided by the Company.
Article 9 Prohibited Activities
9.1 The Registered Manufacturer shall be prohibited from engaging in any of the following activities with respect to the use of the Service:
(1) to perform any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of the Company, other Registered Manufacturers, the Third Party SNS Providers or other third parties (including any act which raise such infringement directly or indirectly);
(2) to perform an act associated with a criminal act, or an act against public order and good morals;
(3) to transmit information which is indecent or harmful for minors;
(4) to transmit information related to relationship with people of opposite sex;
(5) to perform any act which violates any law or regulation, or the internal rules of the entity of which the Company or the Registered Manufacturer is a member;
(6) to transmit information containing computer viruses or other harmful computer programs;
(7) to modify information which can be used for the purpose of the Service;
(8) to transmit through the Service data the volume of which is larger than the size of data specified by the Company;
(9) to perform any act which likely to interfere with the operation of the Service by the Company;
(10) to receive whole or part of the consideration under the Manufacturing Contract from the Registered Customer without the Company;
(11) to enter, or make solicitation to enter, into a contract to entrust works which can be entrusted through the Service, not through the Service with a Registered Customer or a party which was a Registered Customer at any time within last 5 years; or
(12) to perform any other acts determined by the Company to be inappropriate.
9.2 In cases where the Company determines that the act of the Registered Manufacturer to transmit information in the Service falls or is likely to fall under any of the items of Article 9.1, the Company may delete all or part of such information without any prior notice to the Registered Manufacturer. The Company shall in no event be responsible or liable for any damage incurred by the Registered Manufacturer as a result of an action taken by the Company pursuant to this Article 9.2.
Article 10 Right to Use the Information
10.1 The Company may access and use the information concerning the Registered Manufacturers and the Users obtained by the Company through the Service, to the extent necessary for check of the Service, improvement of the Service, market analysis, behavioral targeting advertising to the Registered Manufacturers and the Users and other services of the Company.
10.2 The Registered Manufacture shall acknowledge and agree that the Company may use the address, telephone number or any other contact information of the Registered User for announcement regarding the Company’s products or services.
Article 11 Discontinuation or Suspension of the Service
11.1 In the event of any of the following circumstances, the Company shall reserve the right to permanently discontinue or temporarily suspend all or part of the use of the Service without prior notice to the Registered Manufacturer:
(1) When the Company conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the Service;
(2) When a computer or telecommunications network ceases to operate or function as a result of an accident;
(3) When the operation of the Service becomes difficult due to fire, power failure, natural disaster, or any other cause of force majeure;
(4) When troubles, discontinuation or suspension of service, discontinuation of association with the Service, changes of specifications, etc. occur with respect to the Third Party SNS Services; or
(5) When for any other reason the Company determines that the discontinuation or suspension will be necessary.
11.2 The Company may, in its discretion, terminate the provision of the Service. In this case, the Company gives prior notice to the Registered Manufacturer.
11.3 The Company shall not be responsible or liable for any damage incurred by the Registered Manufacturer as a result of any action taken by the Company in accordance with this Article 11.
Article 12 Preparation of Devices, etc.
12.1 The Registered Manufacturer shall, with its own costs and responsibilities, prepare and maintain computers, software and other devices, and telecommunication line and other communication environment which are necessary to use the Service.
12.2 The Registered Manufacturer shall, with its own costs and responsibilities, prepare and maintain security systems suitable for the Registered Manufacturer’s environment for use of the Service to avoid attack of computer virus, unauthorized access, information leakage, etc.
12.3 The Company shall have no obligation to retain the 3D data, CAD data, drawings, the messages or other information transmitted by or to the Registered Manufacturer through the Service even in cases where such information has been retained by the Company for a certain period for operational reasons, and the Registered Manufacturer shall make backups with its own costs and responsibilities. The Company shall not be responsible or liable for any damage incurred by the Registered Manufacturer as a result of failure to make backups.
12.4 In cases where at the commencement of or during the use of the Service the Registered Manufacturer installs software or programs from the Website into his/her computers by way of downloading or other means, the Registered Manufacturer shall exercise due care in order to prevent the loss or alteration of the information held by it, or any fault or damage to his/her equipment. The Company shall in no event be responsible or liable for such loss or damage incurred by the Registered Manufacturer.
Article 13 Ownership and Intellectual Property Rights
All ownership rights and Intellectual Property Rights in and to the Service and the Website shall vest in the Company or its licensors, and the use of the Service permitted through the registration under the Terms shall not be construed as granting any license with respect to the Website or the Service under any Intellectual Property Rights held by the Company or its licensors. The Registered Manufacturer shall not, for any reason whatsoever, perform any act which would infringe any Intellectual Property Rights of the Company or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.
Article 14 Cancellation of Registration
14.1 The Company may suspend temporarily the use by the Registered Manufacturer of the Service or cancel the registration of the Registered Manufacturer without any prior notice if:
(1) the Registered Manufacturer violates any provision of the Terms;
(2) the Registration Information is found to contain false information;
(3) the Registered Manufacturer uses or attempts to use the Service for such purposes or in such a manner as would cause damage to the Company, other Registered Manufacturers, the Third Party SNS Providers or other third parties;
(4) Use of the Third Party SNS Services or association with the Third Party SNS Services becomes difficult in relation to the Registered Manufacturer due to its violation of the Terms of Use for Third Party SNS or other reasons;
(5) the Registered Manufacturer interferes with the operation of the Service by any means;
(6) payment by the Registered Manufacturer is suspended, or the Registered Manufacturer becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other similar proceedings is instituted with respect to the Registered Manufacturer;
(7) the Registered Manufacturer dishonors any note or check issued or accepted by it;
(8) a petition is filed against the Registered Manufacturer for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;
(9) the Registered Manufacturer becomes subject to the procedures for tax delinquency;
(10) the Registered Manufacturer dies or is subject to an order for the commencement of guardianship, curatorship, or assistance;
(11) the Registered Manufacturer has not used the Service for a period of six (6) months or more, and has not responded to any communication from the Company;
(12) the Registered Manufacturer falls under any of the items of Article 3.3; or
(13) the Company determines for any reason that the continuation of the registration of the Registered Manufacturer would be inappropriate.
14.2 In cases where the Registered Manufacturer falls under any of items of Article 14.1, any and all monetary debt of the Registered Manufacturer to the Company shall become forthwith due and payable, and the Registered Manufacturer shall immediately pay such monetary debt.
14.3 Each of the Company and the Registered Manufacturer may cancel his/her registration as a Registered Manufacturer by sending a thirty (30) days prior notice to the other party in accordance with the procedures specified by the Company.
14.4 The Company shall in no event be responsible or liable for any damage incurred by the Registered Manufacturer as a result of any action taken by the Company in accordance with the provisions of this Article 14.
14.5 If Company has terminated any Manufacture Contract under the provision of this Article, Company shall be no longer liable to the Registered Manufacturer for any payment in consideration under such Manufacture Contract. The Registered Manufacturer shall be liable to Company for any and all losses and damages (including not only direct damages and normal damages but also any lost profit, loss of business opportunities, loss of data, interruption of business and any other indirect, special, consequential or incidental damages) incurred by Company as a result of such termination.
14.6 In the event of the cancellation of the registration pursuant to this Article 14, the Registered Manufacturer shall return, destroy or otherwise dispose of the software, manuals or any other materials supplied by the Company in connection with the Service, in accordance with the instructions provided by the Company.
Article 15 Treatment After the Expiration or Termination of the Service Agreement
15.1 After the expiration or termination of the Service Agreement, the Registered Manufacturer may not use the Service or the data or information which was available though the Service.
15.2 The Company may delete in its discretion the data and information which was available though the Service, and shall not be obliged to reserve or provide such data or information.
15.3 The Company shall not be responsible or liable for any damage incurred by the Registered Manufacturer as a result of any action taken by the Company in accordance with this Article 15.
Article 16 Force Majeure
Neither party hereto shall be liable to the other party for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, fire, power cut, hacking, attack of computer virus, earthquake, flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, or the intervention of any governmental authority.
Article 17 Disclaimer and Limitation of Liability
17.1 The Company makes no warranty for the Service. The Service is provided “as is”, and the Company makes no warranty of any kind, including, without limitation, warranty of fitness for particular purpose, merchantability, completeness or consistency, with respect to the Service.
17.2 The Company does not make any warranty which is not expressly provided for in the Terms even in cases where the Registered Manufacturer has acquired from the Company, directly or indirectly, any information concerning the Service, the Website, other Registered Manufacturers or any other matter.
17.3 The Company does not warrant that the 3D data, CAD data, drawings, the messages or other information transmitted by or to the Registered Manufacturer through the Service is not lost or defective, even in cases where such information has been retained by the Company for a certain period as the contents of the Service. The Registered Manufacturer shall make backups of such information with its own costs and responsibilities, and the Company shall not be responsible or liable for any damage incurred by the Registered Manufacturer as a result of failure to make backups.
17.4 Although the Service may be associated with the Third Party SNS Services, the Company makes no warranty regarding such association. The Company shall not be responsible or liable even when such association is not available.
17.5 In cases where the Service is associated with the Third Party SNS Services, the Registered Manufacturer shall comply with the Terms of Use for Third Party SNS with its own costs and responsibilities. In no event shall the Company be responsible or liable for disputes, etc. which arise between the Registered Manufacturer and the Third Party SNS Providers.
17.6 The Registered Manufacturer shall investigate at his/her own expense and responsibility to determine whether or not his/her use of the Service will violate any law or regulation applicable to the Registered Manufacturer or the internal rules of the entity of which the Registered Manufacturer is a member, and the Company makes no warranty that the use of the Service by the Registered Manufacturer will comply with the laws and regulations applicable to the Registered Manufacturer and the internal rules of the entity of which the Registered Manufacturer is a member.
17.7 The Registered Manufacturer shall, with his/her full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the Service or the Website which arise between the Registered Manufacturer and other Registered Manufacturers, the Third Party SNS Providers or other third parties. In no event shall the Company be responsible or liable for them.
17.8 In no event shall the Company be responsible or liable for suspension, discontinuation, unavailability or modification of the Service caused by the Company, deletion or loss of any message or information from the Registered Manufacturer, cancellation of the registration of the Registered Manufacturer, loss of data or failure of or damage to equipment through the use of the Service, or any other damage incurred by the Registered Manufacturer in connection with the Service.
17.9 Even if the Website contains links to and from other websites on the Internet, the Company shall not, for any reason, be responsible for any websites other than the Website or any information obtained therefrom.
17.10 In no event shall the Company be responsible or liable for the damage incurred by the Registered Manufacturer in connection with the Service. Even if the Company is responsible or liable for the damage by the application of Consumer Contract Law of Japan or other reasons, the responsibility and liability of the Company for the damage are limited to the total amount of the Usage Fee and the Revenue Share that the Company receives actually from the Registered Manufacturer during the last three (3) months before the date on which the cause of such damage occurs.
Article 18 Indemnification by the Registered Manufacturer
18.1 The Registered Manufacturer shall indemnify and hold harmless the Company from and against any damage incurred by the Company as a result of any breach by the Registered Manufacturer of any provision of the Terms or Manufacture Contract or resulting in connection with the use by the Registered Manufacturer of the Service.
18.2 The Registered Manufacturer shall immediately notify the Company of any claim against the Registered Manufacturer brought by other Registered Manufacturers, the Third Party SNS Providers or other third parties in connection with the Service or of any dispute arising between the Registered Manufacturer and any of the other Registered Manufacturers or other third parties, and shall settle such claim or dispute at his/her own expense and responsibility and report the processes and results of the settlement to the Company at the request thereof.
18.3 In cases where a claim is brought against the Company by other Registered Manufacturers, the Third Party SNS Providers or other third parties by reason of infringement of rights or for any other reason with respect to the use of the Service by the Registered Manufacturer, the Registered Manufacturer shall compensate the Company for any amount of money which the Company has been forced to pay to such other Registered Manufacturers, the Third Party SNS Providers or other third parties based on such claim.
Article 19 Confidentiality
19.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of the Company which may be provided or disclosed by the Company to, or come to the knowledge of, the Registered Manufacturer in connection with the Terms or the Service in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Registered Manufacturer at the time when the information is provided or disclosed by the Company to or comes to the knowledge of the Registered Manufacturer; (2) which becomes publicly known through publication or otherwise without fault of the Registered Manufacturer after the information is provided or disclosed by the Company to or comes to the knowledge of the Registered Manufacturer; (3) which the Registered Manufacturer has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Registered Manufacturer has developed independently of the Confidential Information, or (5) which is confirmed by the Company in writing to be excluded from the obligation of confidentiality.
19.2 The Registered Manufacturer shall use the Confidential Information of the Company solely for the purpose of using the Service hereunder, and shall not provide, disclose or divulge the Confidential Information of the Company to any third party without the Company’s prior written consent.
19.3 Notwithstanding the provision of Article 19.2, the Registered Manufacturer may disclose the Confidential Information of the Company when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to the Company by the Registered Manufacturer.
19.4 The Registered Manufacturer shall first obtain the prior written consent of the Company if it intends to reproduce any document or magnetic storage media containing the Confidential Information of the Company, and shall keep the reproductions under strict control in the same manner as provided for in Article 19.2.
19.5 At any time upon request of the Company, the Registered Manufacturer shall promptly return to the Company or destroy the Confidential Information of the Company and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of the Company.
Article 20 Effective Term
The Service Agreement shall become effective on the date of the completion of the registration pursuant to Article 3 in respect of the Registered Manufacturer, and remain in force and effect between the Company and the Registered Manufacturer until the earlier of the termination of the registration or the cessation of the provision of the Service.
Article 21 Amendment and Changes to Terms, etc.
21.1 The Company reserves the right to make amendment or change to the contents of the Service without restriction.
21.2 The Company reserves the right to make amendment or change to the Terms (including, without limitation, the rules and regulations concerning the Service which may be posted on the Website; the same shall apply hereinafter in this Article 21). In the event of any amendment or change to the Terms, the Company shall notify the Registered Manufacturer to that effect. If the Registered Manufacturer uses the Service, or fails to take steps to cancel the registration within the time specified by the Company after the notice set forth above, the Registered Manufacturer shall be deemed to have agreed to such amendment and change made to the Terms.
Article 22 Notice
Any inquiries with respect to the Service or other communications or notices from the Registered Manufacturers to the Company, or the notices concerning any amendment to the Terms or other communications or notices from the Company to the Registered Manufacturer shall be made in accordance with the procedures specified by the Company.
Article 23 Assignment of Terms
23.1 The Registered Manufacturer shall not assign, transfer, grant security interests on or otherwise dispose of his/her status under the Service Agreement or rights or obligations under the Terms without the prior written consent of the Company.
23.2 In cases where the Company has assigned the business regarding the Service to a third party, the Company may, as part of such assignment of business, assign to the third party assignee its status under the Service Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Registered Manufacturer, and the Registered Manufacturer hereby agrees to such assignment in advance. For the purposes of this Article 23.2, the assignment of business referred to above shall include, in addition to the usual form of assignment of business, split of the Company or any other form of restructuring of the Company which would result in a transfer of the business.
23.3 The Registered Manufacturer hereby acknowledges and agrees that (i) in cases where a company succeeds in whole to rights and obligations of the Company as a result of a merger, etc., the succeeding company succeeds to the Company’s status under the Service Agreement, its rights and obligations under the Terms and the Registration Information and other information relating to the Registered Manufacturer, as a result of the merger, etc. and (ii) even if where there is any change in composition of shareholders of the Company as a result of a transfer of shares in the Company, share exchange (kabushiki-kokan), share transfer (kabushiki-iten), etc., such transfer of shares in the Company, share exchange (kabushiki-kokan), share transfer (kabushiki-iten), etc. shall not affect the status under the Service Agreement or rights and obligations under the Terms.
Article 24 Subcontract
The Company may subcontract all or part of the provision of the Service (Including to store 3D data, CAD data, drawings, messages or other information) to a designated third party without consent of Registered Manufacturers.
Article 25 Entire Agreement
The Terms constitute the entire agreement between the Company and the Registered Manufacturer with respect to the matters contained herein, and supersede all prior agreements, representations and understandings, whether oral or in writing, between the Company and the Registered Manufacturer with respect to the matters contained herein.
Article 26 Severability
If any provision of the Terms or part thereof is held to be invalid or unenforceable under the Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof shall remain in full force and effect, and the Company and the Registered Manufacturer shall endeavor to agree to an amendment thereof to the extent necessary to make such invalid or unenforceable provision or part thereof legally operative in order to achieve the same purpose and same legal and economic effect as originally contemplated by such invalid or unenforceable provision or part thereof.
Article 27 Treatment after Termination.
27.1 Upon the termination of the Service Agreement, the Registered Manufacturer and all Users shall be no longer entitled to any use of the Services or any data or information available on the Services.
27.2 Company may in its discretion delete any data and information available on the Services, and shall have no duty to store or provide such data or information.
27.3 Company shall have no responsibility or liability for any losses or damages incurred by the Registered Company as the result of the measures taken by Company under this Article.
Article 28 Force Majeure.
28.1 In no event shall Company be responsible or liable for any delay or failure in the performance of its duties (except for monetary duties), in whole or in part, under the Service Agreement if such delay or failure is due to earthquake, typhoon, tsunami or other acts of God, war, riot, rebellion, terrorism, severe epidemic, enactment, amendment or abolition of any law or regulation, order or disposition by any government authority or other action by any government, strike, accident in transportation, communication line or the like, or any other force majeure.
28.2 If any one of the events provided in the preceding paragraph should occur and there is a reasonable ground to expect that the achievement of the purpose of the Terms will be hampered, Company may terminate the Terms in whole or in part.
Article 29 Elimination of Anti-Social Forces.
Company and the Registered Manufacturer hereby represent and warrant to the other party as follows with respect to its present, past and future:
(1) that the representing party is not an Anti-Social Force;
(2) that the representing party does not use any Anti-Social Force;
(3) that any officer of the representing party is not an Anti-Social Force, and has no relationship with any Anti-Social Force;
(4) that any person who has the control over the decision on the financial policy and the business policy of the representing party is not an Anti-Social Force; and
(5) that the representing party has no relationship with any Anti-Social Force.
Article 30 Survival of Provisions
The provisions of Articles 5.3, 5.4, 6.3, 6.4, 6.7, 7 (to the extent that the Usage Fee or Revenue Share is unpaid), 8.2, 9.2, 10, 11.3, 12.3, 12.4, 13, 14.2, 14.4, 14.5, 15 through 19, and 24 through 28, and 31 through 34 shall survive the expiration or termination of the Terms and remain in full force and effect; provide, however, that Article 6.4 shall survive only for five (5) years from the expiration or termination of the Terms.
Article 31 Manufacture Contract after Termination of Service Agreement.
Even if the Service Agreement is terminated, any Manufacture Contract (except for those terminated under the provision of the Terms) shall remain in force during the effective term of such Manufacture Contract. The provisions of the Terms shall remain in force for during the effective term of such Manufacture Contract insofar as such Manufacture Contract is concerned.
Article 32 Language.
The authentic text of the Terms shall be the Japanese language text. Any translation of the Terms in any other language shall be for the purpose of convenience for reference only, and have no force.
Article 33 Governing Law and Jurisdiction
The Terms shall be governed by the laws of Japan. Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.
Article 34 Resolution Through Discussion
Any matters not provided for in the Terms or those giving rise to any doubts with respect to the interpretation of the Terms shall be promptly resolved through good faith discussions between the Company and the Registered Manufacturer.
[Revised on February 23 , 2016]
[Revised on March 15 , 2017]