IoT.kyoto Terms of Service
日本語 | English
In relation to using services including IoT.kyoto VIS, IoT.kyoto IoT Starter Pack, IoT Starter Pack Maintenance Service and/or IoT.kyoto Solutions (as defined in Article 1 Definitions, respectively) all of which are provided by KYOSO Co., Ltd. (hereinafter “the Company”), these Terms of Service and special contracts in paragraph 4, Article 2 (Purpose and Application of these Terms of Service) of the Common Clauses (hereinafter “these Terms of Service”) set forth matters agreed to by the user (hereinafter “the User”) and matters relating to rights and obligations of the Company and the User. The User of IoT.kyoto VIS, IoT.kyoto IoT Starter Pack, IoT Starter Pack Maintenance Service and/or IoT.kyoto Solutions is kindly requested to make sure to read these Terms of Service before agreeing thereto.These Terms of Service have been drafted in the Japanese language and the English language text has been provided for reference purposes only. In the event of any discrepancy between the two, the Japanese text will prevail for the purposes of interpretation.
Contents
[Common Clauses]
[IoT.kyoto VIS Special Contract]
[Special Contract on the Sales of IoT.kyoto IoT Starter Pack]
[Special Contract on IoT.kyoto IoT Starter Pack Maintenance Service]
[Common Clauses]
Article 1 (Definitions)
As used herein, the following words and terms shall have the meanings set forth in this Article, respectively.
(1) The term “IoT.kyoto VIS” means the IoT data visualization service provided by the Company.
(2) The term “IoT.kyoto IoT Starter Pack” (hereinafter “the Service”; and hereinafter referred to as “the Service, Etc.” in conjunction with IoT.kyoto Solutions as defined under item (4) below) means a suite of services including IoT.kyoto VIS and the sale of goods and services. At the User’s request, the Service, Etc. could include not only the Service, Etc. but also IoT Starter Pack Maintenance Service as defined under item (3) below or the maintenance service which forms a part of IoT.kyoto Solutions as defined under item (4) below. The purpose of use of IoT.kyoto VIS and the Service, Etc. is to facilitate the User’s gathering, accumulating, and analyzing IoT data. Commercial use thereof shall be outside the scope of intended purpose of use.
(3) The term “IoT Starter Pack Maintenance Service” means the maintenance service that the Company performs for the Service at the User’s request.
(4) The term “IoT.kyoto Solutions” means goods or services whose name includes the phrase “IoT.kyoto.”
(5) The term “AWS” means the cloud computing service provided by Amazon Web Services Japan Co., Ltd. (hereinafter “AWS Co.”).
(6) The term “SORACOM” means the IoT platform and communications service provided by SORACOM, Inc.
(7) The term “Intellectual Property Right” means a copyright, patent, utility model right, trademark right, design right and other intellectual property rights, including the right to obtain any of these rights or file an application for registration, etc. thereof.
(8) The term “The Company’s Website” means a website whose domain name is iot.kyoto and which is operated by the Company, including one which is changed if the Company’s website has its domain name or its content changed for any reason whatsoever.
(9) The term “Service Contract” means a service contract concerning the use of Service, Etc. in accordance with the provisions hereof that could be entered into by and between the Company and the User under paragraph 1, Article 3.
Article 2 (Purpose and Application of these Terms of Service)
The purpose of these Terms of Service is to set terms needed for the User to use IoT.kyoto VIS or the Service, Etc. as defined under item (2) of the preceding Article.
2. The User shall indicate the details of the Service, Etc. that it intends to order (including the quantity of the goods) on the Company’s designated order form (hereinafter “the Order Form”).
3. Upon placement of an order for the Service, Etc., the User who has placed the order shall be deemed to have agreed to these Terms of Service.
4. Upon placement of an order for the Service, Etc., the User who has placed the order shall become subject not only to the common clauses set forth in Articles 1 through 21 (hereinafter “the Common Clauses”) but also to special contracts of service as listed in the following table (hereinafter “the Special Contracts of Service”), and the User shall be deemed to have agreed to the common clauses and applicable Special Contracts of Service. If there is any difference in the contents between the Common Clauses hereof and the Special Contracts of Service, the Special Contracts of Service shall take precedence over the Common Clauses.
| Contents of Service | Applicable Clause |
| IoT.kyoto VIS | IoT.kyoto VIS Special Contract |
| The Service （Of the Service, IoT.kyoto VIS shall be subject to IoT.kyoto VIS Special Contract.） | Special Contract on the Sales of IoT.kyoto IoT Starter Pack |
| IoT Starter Pack Maintenance Service | Special Contract on IoT.kyoto IoT Starter Pack Maintenance Service |
| IoT.kyoto Solutions | Any of the above stated Special Contracts, depending on the content of the goods and services |
6. Notwithstanding the provisions of paragraph 2 through the preceding paragraph, the User may use IoT.kyoto VIS for free without having to place an order for the Service, Etc.; provided, however, that the User shall agree to the Common Clauses and the VIS Special Contract in using IoT.kyoto VIS.
7. Any rule, stipulation or the like concerning the Service, Etc. that the Company may, from time to time, post on the Company’s website as defined under item (8) of Article 1 shall form part of these Terms of Service.
Article 3(Completion of a Contract)
The User may only subscribe to use the Service, Etc. on the Order Form after he/she has agreed to the contents of these Terms of Service. These Terms of Service shall only come into effect when the Company has accepted his/her subscription in accordance with the Company’s prescribed procedure.
2. Notwithstanding the provisions of the preceding paragraph, in any of the following events, the Company will not accept the User’s subscription:
(1) If the Company determines that the intended use is likely to violate these Terms of Service;
(2) If there is any misstatement and/or material mistake or omission in the information provided to the Company;
(3) If the User is a minor, adult ward, person under curatorship or person under assistance and if the User has not obtained consent or the like from his/her legal representative, guardian, curator or assistant;
(4) If the Company otherwise has a good reason to determine his/her subscription to be inadequate; or
(5) If the User falls under situations incidental or equivalent to any of those set forth under the foregoing items in this Article.
Article 4 (Use of Service)
The User may only use IoT.kyoto VIS or the Service, Etc. within the scope of the purpose of and in conformance with these Terms of Service in accordance with the Company’s prescribed procedure.
2. Computers, software and other devices and communications line and other communication environment that would be needed to receive IoT.kyoto VIS or the Service, Etc. shall be provided and maintained at the User’s own expense and on the User’s own responsibility unless otherwise specified in these Terms of Service.
3. The User shall take necessary security measures to prevent infection with computer virus, unauthorized access and information leakage, depending on the size and complexity of the environment wherein IoT.kyoto VIS or the Service, Etc. is used, at its own expense and on its own responsibility.
4. In order to allow for the User’s placement of an order for IoT Starter Pack Maintenance Service or the maintenance service as a part of IoT.kyoto Solutions and the User’s use of the Service, Etc., the User shall conclude an AWS Service Contract with AWS Co. and a SORACOM Service Contract with SORACOM, Inc., except in the cases wherein the User commissions the Company to carry out the conclusion of an AWS Service Contract with AWS Co. and the conclusion of a SORACOM Service Contract with SORACOM, Inc., respectively. The User shall comply with the terms of service, policy, guidelines, and the like established by AWS Co. and SORACOM, Inc., respectively. The Company will assume no responsibility for the User’s use of AWS or SORACOM.
Article 5 (Service Fees and Payment Method)
The User shall pay the service fee set forth in the Order Form or Special Contract on IoT.kyoto IoT Starter Pack Maintenance Service (hereinafter “Service Fee”) in compensation for its use of the Service, Etc. No Service Fee shall be calculated on a per diem basis.
2. The payment method and the due date for payment shall be specified separately.
3. The User shall pay the Company an amount equal to the Service Fee set forth in the preceding paragraph plus consumption tax thereon, including local consumption tax, by no later than the due date set forth in the preceding paragraph by means of bank transfer. Any money transfer fee or other expense involved in the payment shall be borne by the User.
4. In the event of late payment of the Service Fee, the User shall pay the Company an arrearage charge that shall be calculated on a per diem basis at 14.6% per annum.
5. The Service Fee can be subject to revision in response to changes in Service-Fee-related charges or changes in the economic environment or the like. A User who has a Service Contract will be notified of the proposed revision at least one (1) month prior to the revision date by means determined by the Company.
Article 6(Consignment to a Third Party)
The Company may consign the whole or part of IoT.kyoto VIS or the Service, Etc. to a third party designated by the Company. In this case, the Company shall bear full responsibility for such consignment of service.
Article 7 (Ownership of Rights)
All ownership rights and intellectual property rights in or to IoT.kyoto VIS, the Service, Etc. and the Company’s websites are vested in the Company or those persons who have given the Company license to use their rights. The consent agreement on the use of IoT.kyoto VIS and the Service, Etc. upon completion of a Service Contract does not mean, in any way, a license agreement under which the Company or those persons who have given the Company license to use their rights authorize the use of their intellectual property rights in or to IoT.kyoto VIS, the Service, Etc. and the Company’s websites.
2. The User shall not perform any act that is likely to infringe the intellectual property rights of the Company or those persons who have given the Company license to use their rights, including but not limited to reverse-assembling, reverse-compiling, and reverse-engineering, for any reason whatsoever.
Article 8 (Confidentiality)
As used herein, the term “Confidential Information” means any information provided, disclosed or received by either party hereto in writing, spoken words or recording media, in connection with IoT.kyoto VIS or the Service, Etc., that relates to the technical, marketing, operational, financial, organizational and other activities/conditions of the other party.
2. Notwithstanding the provisions of the preceding paragraph, Confidential Information as defined in the preceding paragraph shall not include any information that:
(1) has been publicly available or in the possession of the receiving party at the time of provision, disclosure or receipt;
(2) becomes publicly available after provision, disclosure or receipt thereof through no fault of the receiving party by means of printed publications or otherwise;
(3) is rightfully received by the receiving party from a third party with authority to provide or disclose the same without obligation of confidentiality;
(4) is independently developed by the receiving party without use of such Confidential Information; or
(5) is disclosed to the receiving party without confidentiality requirements with the written approval of the disclosing party.
3. Both parties hereto shall only use Confidential Information for the purpose of using IoT.kyoto VIS and the Service, Etc. Neither party hereto shall provide, disclose, or divulge the other party’s Confidential Information to a third party without the prior written consent of the other party.
4. Notwithstanding the provisions of the preceding paragraph, both parties hereto may disclose Confidential Information in accordance with law or decisions, orders or other demands of the court or administrative agencies (hereinafter collectively referred to as “Demands, Etc.”); provided, however, that upon receipt of Demands, Etc., the disclosing party shall immediately notify the other party to that effect.
5. In the event that either party hereto duplicates a document, magnetic recording medium, etc. that contain Confidential Information, the party shall obtain prior written consent from the other party and keep tight control over duplicate copies in accordance with the provisions of paragraph 3 in this Article.
6. Upon request of either party hereto, the other party shall return or destroy, without undue delay, Confidential Information, documents and magnetic recording media, etc. that contain Confidential Information and all duplicate copies thereof in accordance with the other party’s directions. 7. In the event that both parties hereto intend to conclude a non-disclosure agreement between both parties, both parties shall negotiate the terms and conditions thereof separately.
Article 9 (Prohibited Acts)
The Company hereby prohibits the User from performing any of the following acts in receiving IoT.kyoto VIS and the Service, Etc.:
(1) An act of violating or derogating the intellectual property rights, portrait rights , privacy rights, honors or any other rights or interests of the Company or a third party, including an act that would directly or indirectly give rise to such violation or derogation;
(2) An act of interfering with the Company or a third party in the performance of its business;
(3) An act related to a criminal offence or an act of offending against public order and decency;
(4) An act of violating the law, decisions or orders of the court or legally binding administrative measures;
(5) An act of violating internal rules of an industrial association with which the Company or the User is affiliated;
(6) An act that is likely to interfere with the provision of IoT.kyoto VIS or the Service, Etc.;
(7) An act of falsifying information that is available with regard to IoT.kyoto VIS or the Service, Etc.;
(8) An act of sending information that contains a computer virus or any other harmful program;
(9) An act that stains or is likely to stain others’ honor or reputation; or
(10) An act that is incidental or equivalent to any of the acts under the items above in this Article.
Article 10 (Suspension of Service and the Like.)
In the event that the User performs any of the acts under the items of the preceding article or the User falls under any of the following situations, the Company may suspend or discontinue the provision of the whole or part of IoT.kyoto VIS or the Service, Etc. In this case, the User will be notified thereof before the fact or, if the circumstances do not permit it, after the fact.
(1) If the Company carries out an inspection or maintenance tasks on computer systems involved in IoT.kyoto VIS or the Service, Etc.;
(2) If a failure or problem occurs in services and devices such as AWS or SORACOM which IoT.kyoto VIS or the Service, Etc. is based upon;
(3) If computer systems and/or communication lines come to a stop due to an accident;
(4) If telecommunications carriers, etc. cease the provision of telecommunication service;
(5) If the User fails to pay Service Fee for the Service, Etc. by not later than the due date for payment or violates these Terms of Service or the Service Contract;
(6) If an event of Force Majeure set forth in Article 17 hereof occurs; or
(7) If the Company otherwise determines that such suspension or discontinuation is necessary.
2. The Company may terminate the provision of IoT.kyoto VIS or the Service, Etc. for an unavoidable reason. In this case, the User will be notified thereof before the fact.
3. The Company shall, in no way, be liable for any loss or damage incurred by the User in connection with the measures taken by the Company in accordance with the provisions of this Article.
Article 11 (Termination Initiated by the Company)
In the event that the User falls under any of the following situations, the Company may terminate the whole or part of the Service Contract without providing prior or peremptory notice to the User.
(1) If the User violates any provisions of these Terms of Service;
(2) If it turns out that any information the User provided to the Company is false;
(3) If the User uses or intends to use IoT.kyoto VIS or the Service, Etc. for such purpose or in such manner that could cause damage to the Company or a third party;
(4) If the User interferes with the Company in the provision of IoT.kyoto VIS or the Service, Etc., by any means whatsoever;
(5) If the User is subject to bank suspension or insolvent; or if the User becomes subject to a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings (“Minji-Saisei”), corporate reorganization proceedings (“Kaisha-Kosei”), or special liquidation procedures or the like;
(6) If a bill or check drawn or accepted by the User is dishonored;
(7) If the User becomes subject to a petition for attachment, provisional attachment, provisional disposition, seizure or public auction;
(8) If the User is subject to attachment for delinquent tax;
(9) If the User dies or is sentenced to be placed under guardianship, curatorship or assistance;
(10) If the User falls under any of the situations under any of the items of paragraph 2 of Article 3 (Completion of a Contract);
(11) If the User falls under situations incidental or equivalent to any of those set forth under the foregoing items in this Article.
2. In the event that the User falls under any of the situations under any of the items of the preceding paragraph, the User shall pay the Company any and all debts owed to the Company which shall be automatically accelerated and become immediately due and payable.
3. The Company shall, in no way, be liable for any loss or damage incurred by the User in connection with an act performed by the Company in accordance with the provisions of this Article.
4. Upon termination of the Service Contract under this Article, the User shall return, destroy or otherwise dispose of software, manuals and other articles relating to IoT.kyoto VIS or the Service, Etc. that the Company has provided to it in accordance with the Company’s directions.
Article 12 (Dispute Settlement and Indemnity)
The User shall indemnify the Company for any loss or damage caused by it to the Company in violation of the provisions of these Terms of Service or in connection with its use of IoT.kyoto VIS or the Service, Etc.
2. In the event that the User receives a complaint from another user or any other third party in connection with its use of IoT.kyoto VIS or the Service, Etc. or in the event that the User has a conflict with any of the said persons, the User shall immediately notify the Company of the content thereof. In addition, if the complaint or conflict has been generated through the User’s fault, the User shall deal with the complaint or conflict at its own expense and on its own responsibility and, at the Company’s request, report the progress and outcome of settlement thereof to the Company.
3. In the event that the Company receives a claim from another user or any other third party in connection with the User’s use of IoT.kyoto VIS or the Service, Etc. on the grounds of violation of their rights and the like, the User shall pay the third party the damages to be paid by the Company under the claim if the claim has been generated through the User’s fault.
4 . The Company’s liability for compensation for any loss or damage incurred by the User in connection with IoT.kyoto VIS or the Service, Etc. shall be subject to an upper limit equal to a year’s worth of Service Fee that the Company has actually received from the User unless otherwise specified by law such as the Consumer Contract Act.
5. Even if the Company’s website provides a link to any other website or even if any other website provides a link to the Company’s website, the Company will assume no responsibility for information available therefrom for any reason whatsoever.
Article 13 (Change of these Terms of Service, Etc.)
The Company may change the content of IoT.kyoto VIS or the Service, Etc.
2. The Company may change these Terms of Service. If the Company has changed these Terms of Service, the Company shall notify the User of the details of such change in accordance with the Company’s prescribed procedure. If the User continues to use the Service, Etc. for one (1) month after its receipt of the notice of the details of the change or fails to raise a protest in accordance with the Company’s prescribed procedures within one (1) month thereof, the User shall be deemed to have given its consent to the change of these Terms of Service.
Article 14 (Communication/Notice)
The User’s communications, including but not limited to inquiries about IoT.kyoto VIS or the Service, Etc., the User’s notice, both to the Company and the Company’s communications or notice to the User concerning a change of these Terms of Service and other matters shall be provided by means determined the Company.
Article 15 (Exclusion of Antisocial Forces)
Both parties hereto hereby warrant that: they are not and have not been “Antisocial Forces,” such as an organized crime group or organized-crime-group-related organization, as defined in the Act on Prevention of Unjust Acts by Organized Crime Group Members; will not exploit antisocial forces; and will not slander the other party’s reputation or credibility, interfere with the other party’s operation or make undue claims, in the name of antisocial forces.
Article 16 (Non-Assignment)
The User may not assign, transfer, pledge or otherwise dispose of its contractual standing under these Terms of Service or the Service Contract to a third party without the prior written consent of the Company. By the same token, the User may not assign, transfer, pledge or otherwise dispose of any of its rights or obligations under these Terms of Service or the Service Contract to a third party, except in the case wherein it has obtained the prior written consent of the Company.
2. If the Company assigns the business relating to IoT.kyoto VIS or the Service, Etc. to another business enterprise, it may assign its contractual standing under these Terms of Service or the Service Contract to the assignee under the business assignment as a result of the business assignment unless otherwise specified by law. In this case, the User shall be deemed to have agreed to such assignment beforehand in this paragraph. By the same token, the Company may assign its rights and obligations under these Terms of Service or the Service Contract to the assignee under the business assignment as a result of the business assignment unless otherwise specified by law. In this case, the User shall be deemed to have agreed to such assignment beforehand in this paragraph. It should be noted that the business assignment under this paragraph shall include company split and any other possible form of business assignment as well as standard business assignments.
3. If the Company assigns the business relating to IoT.kyoto VIS or the Service, Etc. to another business enterprise, it may assign the User’s information, including the User’s customer information, to the assignee under the business assignment as a result of the business assignment unless otherwise specified by law. In this case, the User shall be deemed to have agreed to such assignment beforehand in this paragraph. It should be noted that the business assignment under this paragraph shall include company split and any other possible form of business assignment as well as standard business assignments.
4. If the Company assigns the User’s information to the assignee under the business assignment in accordance with the provisions of the preceding paragraph, the Company shall impose on the assignee the same-standard obligations of confidentiality for customer information as the ones the Company undertakes hereunder.
Article 17 (Force Majeure)
The Company shall not be liable for the delay of performance or for non-performance of the whole or part of IoT.kyoto VIS or the Service, Etc. due to acts of God, war, riots, civil disturbance, terrorism, strikes, incendiary fire, failure or unavailability of means of transportation and/or communication lines (unavailability due to cyberterrorism), tight electricity supply, enactment, amendment or abolishment of law and regulations or any other event of force majeure beyond its reasonable control.
Article 18 (Entire Agreement)
These Terms of Service constitute the entire agreement between the Company and the User concerning matters contained herein, and supersede any prior agreements, representations or understanding, whether oral or written, between the parties concerning the matters contained herein.
Article 19 (Severability)
If any provision of these Terms of Service or a part thereof should be held to be invalid or unenforceable under the Consumer Contract Act or any other laws or ordinances, the remaining provisions or parts shall remain in full force.
2. Both parties hereto shall exercise an effort to make modifications to the invalid or unenforceable provision or part of these Terms of Service to the extent necessary to ensure that the invalid or unenforceable provision or part thereof will maintain legally and economically equivalent effects in adherence with the spirit thereof.
Article 20 (Governing Law and Jurisdiction)
These Terms of Service and the Service Contract shall be governed by the laws of Japan. Both parties hereto hereby consent to the exclusive first instance jurisdiction of the Kyoto District Court of Japan with respect to any matter arising out of or relating to these Terms of Service and the Service Contract.
Article 21 (Settlement after Consultation)
Both parties hereto shall provide for speedy settlement of any matter not contained herein or any doubt arising in connection with the interpretation of the provisions of these Terms of Service after mutual consultation in accordance with the principle of good faith.
[IoT.kyoto VIS Special Contract]
Article 1 (Purpose)
The purpose of this Special Contract is to set forth necessary matters for the provision of IoT.kyoto VIS (hereinafter “VIS”).
Article 2(Registration)
A person interested in having his/her or its use of VIS registered (hereinafter “an Applicant for VIS Use Registration”) may only apply for registration of his/her or its use thereof with the Company if he/she or it agrees to comply with the Special Contract and provides the Company with certain information specified by the Company (hereinafter “Registration Information”) in the manner prescribed by the Company.
2. An application for registration shall be filed by the individual himself/herself, including a representative of an organization having no capacity of enjoyment of rights, or corporate person itself who uses VIS without exception. As a general rule, no registration application by his/her or its agent shall be acceptable. In applying for registration, an Applicant for VIS Use Registration shall provide true and correct and up-to-date information to the Company.
3. The Company shall determine the adequacy of registration of the applicant’s use of VIS according to the criteria set by it. If the Company approves of the registration thereof, it shall notify the Applicant for VIS Use Registration. Upon such notice, the registration of the applicant’s use of VIS shall be deemed to have been completed. An individual, including a representative of an organization having no capacity of enjoyment of rights, or corporate person who has been registered as a VIS user shall hereinafter be referred to as “Registered User.”
4. Upon completion of the registration under the preceding paragraph, the VIS Service Contract between the Registered User and the Company in accordance with the provisions of the Terms of Service shall come into effect, thereby allowing the Registered User to use VIS in the way prescribed by the Company.
5. A person who has applied for registration of his/her or its use of VIS under paragraph 1 of this Article may be denied registration thereof if he/she or it falls under any of the situations set forth under paragraph 2 of Article 3 of the Common Clauses (Completion of a Contract).
Article 3 (Changes in Registration Information)
A Registered User shall notify, without undue delay, the Company of any change in his/her or its Registration Information in the manner prescribed by the Company and provide all documents and materials requested by the Company.
Article 4 (Security of User ID/Password)
A Registered User shall manage and maintain his/her or its user ID and password on his/her or its own responsibility, and shall not cause a third party to use the same, lend, assign or trade the same to or with a third party, transfer the use right thereof, disclose the same to a third party or otherwise make the same available to the public.
2. A Registered User shall be solely liable for any loss or damage incurred by him/her or it due to lack of security of his/her or its user ID and password, errors in use thereof, or use thereof by a third party. The Company shall assume no responsibility for the same.
3. If it turns out that a Registered User has had his/her or its user ID and password cracked or used by a third party, the Registered User shall immediately notify the Company to that effect and follow the Company’s directions.
Article 5 (Use of VIS)
During the term of use of VIS as set forth in Article 10 (Term of Use of VIS), a Registered User may use VIS within the scope of the purpose of and on the right side of these Terms of Service in the manner prescribed by the Company.
Article 6 (Retention of Information)
The Company will only retain information registered by a Registered User for a period from the time at which the Company has come to retain such information until the Registered User ceases to use the same, during the term of use of VIS as defined in Article 10 (Term of Use of VIS). Upon the end of use of VIS by the Registered User, the Company may delete such information. It should be noted that the Company shall not be liable for any loss or damage incurred by the Registered User in connection with any measure or action taken by the Company in accordance with the provisions of this Article.
Article 7 (Matters to Be Attended to When Downloading or Carrying out Associated Operations)
In preparation of or on the occasion of using VIS, a Registered User shall pay adequate attention in installing software etc., by means of downloading or otherwise, from the Company’s website to the Registered User’s computer, etc. not to give rise to a loss or corruption of information owned by the Registered User, failure of or damage or the like to the devices. The Company shall, in no way, be liable to such loss or damage incurred by the Registered User.
Article 8 (Prohibited Acts When Using VIS）
The Company hereby prohibits a Registered User from performing any of the following acts on the occasion of using VIS:
(1) An act of having such information registered that would violate intellectual property rights, portrait rights , privacy rights, honors or any other rights or interests of the Company or a third party, including an act that would directly or indirectly give rise to such violation;
(2) An act of having such information registered that is obscene or harmful to youth;
(3) An act of having such information registered that relates to sexual relations;
(4) An act of having such information registered that is excessively violent;
(5) An act of having such information registered that would promote discrimination;
(6) An act of having such information registered that would promote suicide or self-injury behavior;
(7) An act of having such information registered that would promote improper or excessive drug use;
(8) An act of stealing a third party’s identity;
(9) An act of collecting information on other VIS users;
(10) An act of transmitting, via VIS, more than the fixed amount of data specified by the Company; or
(11) Any other act that the Company determines to be inappropriate.
2. If the Company determines that any act of a Registered User in the use of VIS does or is likely to violate either any of the items of the preceding paragraph or any of items of paragraph 1, Article 11 (Termination Initiated by the Company) of the Common Clauses, the Company may take the whole or part of the following measures against the Registered User without providing prior notice:
(1) Deletion of the whole or part of Registration Information;
(2) Suspension or discontinuance of the provision of the whole or part of VIS;
(3) Deregistration as a Registered User;
3. The Company shall, in no way, be liable for any loss or damage incurred by the Registered User in connection with the measures taken by the Company in accordance with the provisions of the preceding paragraph.
4. If the registration as a Registered User is cancelled under paragraph 2 in this Article, the Registered User shall return, destroy or otherwise dispose of software, manuals and any other article relating to VIS that have been provided to it by the Company in accordance with the Company’s directions.
Article 9 (Disclaimer and Indemnity)
The Company hereby disclaims all other warranties than its holding of the right to license a party to the contract to use VIS in accordance with the provisions of these Terms of Service. Even if a Registered User obtains information with respect to VIS or any other Registered User directly or indirectly from the Company, the Company does not provide any warranty in addition to those set forth in these Terms of Service.
2. A Registered User shall check over, at its own expense and on its own responsibility, whether or not its use of VIS would violate the laws and ordinances applicable to it, internal rules of an industrial association with which it is affiliated and/or any other relevant regulation. The Company in no way guarantees that a Registered User’s use of VIS conforms with the laws and ordinances applicable to it and internal rules of an industrial association with which it is affiliated.
3. Any transaction, communication, dispute or the like arising between a Registered User and another Registered User or another third party with respect to VIS shall be settled and resolved on the User’s own responsibility. The Company shall, in no way, be liable for these matters.
4. Except as otherwise provided by law such as the Consumer Contract Act, the Company shall, in no way, be liable for any loss or damage incurred by a Registered User in connection with suspension, discontinuance, termination, unavailability of and/or any other change in the provision of VIS, deletion or loss of a Registered User’s message or information, deregistration as a Registered User, loss of data or failure of or damage to devices caused by or in connection with the use of VIS or otherwise.
Article 10 (Term of Use of VIS)
The initial term of use of VIS hereunder shall be one (1) month from the date on which the User has been registered as a Registered User under Article 2 (Registration); provided, however, that the VIS Service Contract shall be automatically renewed for additional one (1) month periods each on the same terms and conditions unless either party hereto provides notice to the other party of its intent to terminate the VIS Service Contract by no later than the expiry date of the duration of use of VIS thereunder.[Special Contract on the Sales of IoT.kyoto IoT Starter Pack]
Article 1 (Purpose)
The purpose of this Special Contract is to set forth necessary matters for the execution of the Service and distribution service for goods that form a part of IoT.kyoto Solutions (hereinafter collectively “the Distribution Service”).
Article 2 (Contents of the Distribution Service)
The Company will execute the Distribution Service for goods (hereinafter “the Goods”) according to the User’s instructions given in the relevant Order Form. The trade name, specifications, place of delivery (hereinafter “the Place of Delivery”) and delivery date (hereinafter “the Date of Delivery”) and other terms and conditions on the Distribution Service shall be specified in the Order Form or decided after mutual consultation between the Company and the User.
Article 3 (Completion of Execution of the Distribution Service, Etc.)
The Company will execute and have the Distribution Service completed by no later than the specified Date of Delivery.
2. In the event of failure to make delivery or a late delivery due to an event of Force Majeure set forth in Article 17 of the Common Clauses, the Company will immediately notify the User to that effect. However, the Company shall, in no ways, be liable for any loss or damage incurred by the User in connection therewith.
3. If the Company deems it necessary for preservative attachment, the Company may restrict or discontinue execution of the Distribution Service unless it receives a reasonable guarantee from the User. In this case, the Company shall not be liable for any loss or damage incurred by the User.
Article 4 (Costs Involved in Execution)
The User’s burden of costs involved in execution of the Distribution Service , including transportation, installation, packing and adjusting costs, shall be specified in the Order Form or decided after mutual consultation between the Company and the User. Any cost incurred in connection with the transferal or relocation of the Goods after their delivery to the designated Place of Delivery shall be borne by the User.
Article 5 (Acceptance after Inspection)
Upon completion of the execution of the Distribution Service, the User shall conduct an incoming inspection on the Goods delivered in the manner separately agreed after consultation with the Company, within ten (10) business days of the User from the date on which the execution of the Distribution Service has been completed (hereinafter “Inspection Period”), and the User will only receive acceptable Goods (Such receipt of the Goods shall hereinafter be referred to as “Acceptance after Inspection”). The User shall immediately notify the Company in writing of any Goods that have failed the incoming inspection. In the absence of notice from the User during the Inspection Period, the Goods delivered shall be deemed to have passed the incoming inspection upon expiration thereof.
2. Notwithstanding the provisions of the preceding paragraph, in the event that both parties hereto have agreed beforehand to the omission of incoming inspection, the User shall deem the Goods to have been duly accepted after inspection upon completion of the execution of the Distribution Service by the Company.
3. In the event that the Company has a doubt or objection with respect to the results of an incoming inspection, it shall notify the User to that effect without undue delay and settle the matter after consultation with the User.
Article 6 (Title and Ownership)
Upon Acceptance after Inspection under the preceding Article, the title to and ownership of the Goods shall effectively pass from the Company to the User.
2. The User shall not perform any of the following acts with respect to the Goods without prior written consent of the Company, and shall treat and manage the Goods with the duty of due care and diligence of a good manager. In this case, the User shall solely be liable for any damage caused to or destruction or loss of the Goods.
(1) An act of removing or altering tangible or intangible features inherent to the Goods; or
(2) An act of pawning, renting out, pledging or otherwise affecting the Company’s rights to/in the Goods.
3. In the event of termination of the Service Contract before the User’s full payment for the Goods, the User shall immediately return, at its own expense, the Goods to the location designated by the Company.
4. Notwithstanding the provisions of the preceding paragraph, the User hereby agrees that if the User fails to return the Goods to the location designated by the Company, the Company may enter the location of the Goods to recover the same. Any cost involved in such recovery shall be borne by the User.
Article 7 (Burden of Risk)
Upon Acceptance after Inspection under Article 5 (Acceptance after Inspection), the burden of risk shall effectively pass from the Company to the User.
Article 8 (Product Liability)
If any defect in the Goods causes a loss or damage to a third party, both parties hereto shall discuss how to deal with the loss or damage. If such defect in the Goods carries liability for damage to a third party, the same shall apply to the division of burden of liability for damage between both parties hereto.
Article 9 (Intellectual Property Rights in/to the Goods)
The patent rights, utility model rights, design rights, trademark rights, copyrights, know-how rights and other intellectual property rights in/to the Goods shall remain under the ownership of the Company or its affiliated companies (hereinafter collectively referred to as “the Company, Etc.”) or third parties who have manufactured products other than those of the Company, Etc. (hereinafter collectively referred to as “Titleholders”) and shall, in no way, pass to the User unless otherwise agreed with the Titleholders.
2. Except as permitted by the Titleholders, the User shall not perform any of the following acts unless otherwise agreed in writing such as the terms and conditions of the license agreement:
(1) An act of using copyrighted work such as software and the like in excess of the quantity thereof sold by the Company, Etc. or the quantity and range of use thereof specified by the Titleholders in the terms and conditions of the license agreement or anywhere else;
(2) An act of altering, converting, reverse-assembling, reverse-compiling or reverse engineering the Goods or otherwise joining the Goods with another program;
(3) An act of assigning, pledging or sublicensing a copyright in/to a software to a third party, whether with or without consideration;
(4) An act of performing any of prohibited acts under the terms and conditions of the license agreement; or
(5) An act of performing any other act that would violate intellectual property rights in/to the Goods.
Article 10 (Quality Assurance and Repair, Etc.)
The Company hereby guarantees that on the premise of the Distribution Service’s ’ accordance with the specifications set forth in Article 2 (Contents of the Distribution Service), the Goods have the quality and performance specified therein.
2. The Company will provide product support for the Goods on the phone or via E-mail for a period of three (3) months from the Acceptance after Inspection of the Goods. More specifically, the Company will respond to inquiries from the User about problems in the operation of the Goods and the method for using the Goods. Such inquiries will only be accepted and responded to during the Company’s business hours on Monday through Friday every week. In principle, no inquiries shall be accepted or responded to on Saturdays, Sundays, public holidays and the Company-designated holidays.
3. If it turns out that the Distribution Service is not in conformance with the specifications set forth in Article 2 (Contents of the Distribution Service, Etc.), the Company will determine the degree of non-conformance and the like and, at its option, repair the Goods, reduce the price thereof or deliver a replacement (hereinafter “Repair, Etc.”). Notwithstanding the foregoing, the Company shall, in no way, be responsible for making Repair, Etc. if the non-conformance is attributable to a cause that has developed after the occurrence of the Acceptance after Inspection, if the Company has not received a notice of the non-conformance from the User within one (1) year of the occurrence of the Acceptance after Inspection, or if the non-conformance occurs through fault of the User.
4. Notwithstanding the provisions of the preceding paragraph, the Company shall, in no way, be responsible for making Repair, Etc. set forth in the preceding paragraph with respect to failure or problem of the Goods arising from any of the following situations:
(1) If the Goods are placed in an environment associated with extraordinary degrees of physical or electric stress or extraordinary degrees of temperature and humidity;
(2) If any other person than the Company, Etc. or the designated person by the Company, Etc. makes an alteration or adjustment or does maintenance to or on the Goods;
(3) If the User alters or removes the product model markings on the Goods (including functions, performance, etc.); or
(4) If the User fails to meet the specification, installation or maintenance conditions and/or the like set forth in the Company, Etc.’s operation manual or otherwise or if the User makes a mistake in operation intentionally or negligently.
5. Notwithstanding the provisions of paragraph 3 of this Article, guarantee for products (including software) other than those of the Company, Etc. or services provided by a third party shall be directly provided by the third party to the User in accordance with the terms and conditions of a contract that may be concluded by and between the third party and the User or any other conditions set by another third party.
Article 11 (Export Control)
The User shall comply with Foreign Exchange and Foreign Trade Act (hereinafter “the Foreign Exchange Act”). If the Goods that the User intends to export include goods or technology that are subject to control under the Foreign Exchange Act, the User shall obtain authorization from the Government of Japan. For the purpose of obtaining the governmental authorization, the User may seek input from the Company.
2. In the case of products manufactured by a third party other than the User, the Company may seek input from the third party in accordance with the provisions of the preceding paragraph.
[Special Contract on IoT.kyoto IoT Starter Pack Maintenance Service]
Article1 (Purpose)
The purpose of this Special Contract is to set forth necessary matters for the provision of IoT Starter Pack Maintenance Service and the maintenance service which forms a part of IoT.kyoto Solutions (hereinafter collectively referred to as “Maintenance Service”).
Article 2 (Contents of Maintenance Service)
On the occasion of using Maintenance Service, the User may use AWS and SORACOM. The Company will perform Maintenance Service within the range set forth in the following Article.
Article 3 (Range of Maintenance Service)
The Company will provide to the User the following services as Maintenance Service:
<Regular Service>
(1) The Company will respond to inquiries about the usage, settings, etc. of various services and devices that are used in the Service, Etc. Such inquiries will only be accepted and responded to during the Company’s business hours on Monday through Friday every week. In principle, no inquiries shall be accepted or responded to on Saturdays, Sundays, public holidays and the Company-designated holidays.
(2) AWS and SORACOM as used in connection with the Service, Etc. shall be implemented on the respective service providers’ own responsibility.
(3) Use of the Service, Etc. for any purpose that falls outside the scope of intended purpose of use as set forth in item (2) of Article 1 (Definitions) of the Common Clauses shall be outside the scope of provision of Maintenance Service.
<Special Service>
(1) If the User requests that the Company implement service other than regular service, the Company may respond to the request by implementing special maintenance service. Notwithstanding the foregoing, if the Company determines that it is technically impossible to solve the problem, the Company shall notify the User to that effect with reasons therefor.
(2) If the Company implements special maintenance service, the Company shall give the User an estimation of special maintenance service fee together with payment terms therefor and implement such service only after consent of the User thereto.
Article 4 (Maintenance Service Fee)
Maintenance service fee shall be as set forth below:
(1) Regular Maintenance Service Fee
(i) The regular maintenance service fee shall be 10,000 yen per month (including neither consumption tax nor local consumption tax both of which shall be added to the above-stated amount for the purpose of payment thereof; hereinafter the same shall apply). The regular maintenance service fee includes maintenance fee for one (1) device with one (1) SIM card and charges for using AWS and SORACOM in connection with use of the Service, Etc.
(ii) If the User has additional units of device as stated in subitem (i) covered by regular maintenance service, an additional monthly fee of 2,500 yen per unit up to the limit of not more than four (4) additional units and 4,500 yen per unit for five (5) or more additional units shall be added to the above-stated amount.
(2) Special Maintenance Service Fee
As used herein, the term “Special Maintenance Service Fee” means the total sum of actual costs involved in the provision of maintenance service, including technical service fee and material costs. The Company shall give the User an estimation of special maintenance service fee together with payment terms therefor and implement such service only by consent of the User thereto.
2. The regular maintenance service fee shall apply as of the first day of the month following the month in which an Acceptance after Inspection has been completed with respect to the Distribution Service as set forth in Article 5 (Acceptance after Inspection) of Special Contract on the Sales of IoT.kyoto IoT Starter Pack.
Article 5 (Term of Maintenance Service Contract)
The initial term of the maintenance service contract shall be one (1) year from the date on which an Acceptance after Inspection under Article 5 (Acceptance after Inspection) of Special Contract on the Sales of IoT.kyoto IoT Starter Pack has been completed; provided, however, that the maintenance service contract shall be automatically renewed for additional one (1) year periods each on the same terms and conditions unless either party hereto provides written notice to the other party of its intent to terminate the maintenance service contract at least one (1) month prior to the expiration of the term of the maintenance service contract.
2. Notwithstanding the provisions of the preceding paragraph, both parties hereto may adopt a different term of maintenance service contract from that set forth in the preceding paragraph by means of an agreement in writing between both parties with the signature and seal of duly authorized representatives of both parties attached thereto.
Article 6 (Mid-term Termination of the Maintenance Service Contract)
In the event that the User intends to terminate the maintenance service contract before maturity, the User shall notify the Company to that effect in writing by no later than one (1) month before the date on which it intends to terminate the maintenance service contract. In this case, the User shall pay the Company a one month’s maintenance service fee for the month in which the date of mid-term termination falls.
