When you install this software, it shall be considered that you have accepted all the terms and conditions. If you do not agree, you may not install this software.
Article 1 (Definitions)
- “Licensor” shall mean DGSHAPE Corporation.
- “Affiliates” shall mean the parent company of Licensor, Roland DG Corporation, any corporation controlled by Licensor or any corporation and entity under common control with Licensor. “Control” shall mean the holding, directly or indirectly, of a majority of the voting rights of such corporation or entity.
- “Software, etc.” includes Software, programs, and related files offered in relation to Software and related programs, files, texts, and other materials provided through the internet or any other services; provided, however, that the media and means of such offer shall not be restricted.
- “Services” shall mean “DWINDEX2” services rendered in a cloud environment, the description of which is displayed on Software download site and will be subject to updates and changes.
- “Consulting Services” shall mean advice provided by Licensor and/or Affiliates for the use of Services and include suggestions for improvements based on the results of Services or Your Data.
- “Your Data” shall mean any information, data, and materials provided by you under Agreement, and any data or information entered, created, submitted, or uploaded by you in the course of using Services. Your Data includes bug reports, suggestions, recommendations, function requests, questionnaire results, and other feedbacks and Services statistics (including, but not limited to, statistical data such as your status of use of Services and frequency of use of screens and items).
- “Personal Information” shall mean personal information as defined in the Personal Information Protection Act of Japan and any other applicable laws and regulations.
- “Business Partner” shall mean the third parties such as the service providers in alliance with Licensor and/or Affiliates for providing the Services.
Article 2 (License)
- Licensor grants to you a non-exclusive, non-transferable license to use Software, etc. and Services for the purposes envisaged on the Services.
- You shall use the Software according to normal usage with Licensor products, computer terminals, webcams, CAM software, telecommunications lines, telecommunications facilities, etc. (which meet service environment specifications specified by Licensor) procured at your expenses and responsibilities.
Article 3 (Installation of Software)
Article 4 (DGSHAPE Account/Password)
- An account for the Service is created based on your DGSHAPE Account.
- Any use of Services following DGSHAPE Account certification may be considered as used by you.
Article 5 (Consulting Services)
- Licensor or Affiliates may propose or provide Consulting Services to you.
- A separate consulting agreement shall be, as required, concluded with Licensor or Affiliate when you wish to use Consulting Services.
Article 5 (Retention of Intellectual Property Rights)
- Any and all copyrights, trademarks, and other intellectual property rights in and to logos, documents, data, and other information and/or any media thereof pertaining to Software, etc. and Services shall belong to Licensor or its licensors. No intellectual property rights are granted to you unless otherwise set out herein.
- Licensor shall retain sole and exclusive ownership of and all right, title, and interest in and to any and all intellectual property rights of all deliverables created, conceived, created, discovered, invented, or reduced to practice in the performance of Services unless otherwise stipulated in the license terms of open software attached hereto .
Article 6 (Support)
- If you do not have a head office (or place of business if there is no head office) in Japan, support for use of Services shall be based on a contract with the seller of your Licensor’s product or your maintenance provider. Please confirm with the seller or the maintenance provider. Should there be no effective agreement with respect to support for the Services and the Software between the seller or the maintenance service provider and you, you may continue to use the Software on your own responsibility.
- If you have a head office in Japan, support for use of Services shall be subject to the support for Licensor products to which Services applies.
Article 7 (Your Data available for Services)
- You shall provide Licensor with only such data as may be lawfully available to Licensor.
- You shall not enter, create, submit, or upload the following information in Software, etc. and Services:
(1) Personal information
(2) Information related to any of the acts set forth in each item of Paragraph 1 of Article 12
(3) Other information deemed inappropriate by Licensor
- Licensor may, at its discretion, delete all or part of any Your Data that conflicts with each item of the preceding paragraph without notice to or approval of you; provided, however, that Licensor shall not be obliged to monitor your conduct or Your Data trends.
Article 8 (Protection of Your Data)
- In view of the fact that Your Data contains important information, such as business know-how, Licensor shall treat Your Data as your Confidential Information. Licensor and Business Partners shall not use Your Data for any purpose other than as specified in Article 9.2 and will not divulge to any third party during the term of this Agreement or thereafter.
- Licensor shall use reasonable efforts to secure, protect and safeguard Your Data according to the strict management system in controlling or retaining Your Data in order to prevent Your Data from being leaked.
- Licensor will use reasonable efforts to secure, protect and safeguard all the transmission of information between Licensor and you by encrypting the transmission with a security technology known as SSL (socket layer technology) and by taking the other reasonable steps.
- Licensor takes reasonable measures to protect Your Data seriously and to secure the transmission over the internet actively as set out in the provisions of the preceding three paragraphs; provided, however, that the safety of these security technologies measures such as SSL (socket layer technology) can never be 100% guaranteed. Licensor cannot be responsible for any damages and losses to any third party and you caused by wrongful acts of hackers, etc., in spite of the said measures taken by Licensor.
- After termination of Agreement, at the discretion of Licensor or when you wish to dispose of You Data, Licensor will dispose of it, or process and edit You Data as statistical information in forms that cannot be identified as your data.
- Licensor shall not be obliged to compensate for any loss or damage incurred by you due to the disposal of Your Data pursuant to the preceding paragraph.
- In order to facilitate recovery in the event of a system failure or a failure in the telecommunications facilities, Licensor may confirm, duplicate or reproduce Your Data; provided, however, that restoration of each of Your Data shall not be guaranteed for any reason whatsoever and that in no event shall Licensor be liable for any disadvantage due to the loss of Your Data and so on.
Article 9 (Limited Use of Your Data by Licensor)
- You grant Licensor a non-exclusive, transferable, free-of-charge license worldwide to use, host, transmit, process, edit, destroy, display, sublicense, duplicate and reproduce all Your Data required for Licensor to perform its obligations under Agreement.
- Licensor may use Your Data for the purposes set forth in any of the following items:
(1) Performance of the obligations under this Agreement
(3) Provision, operation, and understanding of the status of use of Services
(4) Software, etc. and Services improvement, maintenance, etc.
(5) Development of new services
(6) To propose or provide Consulting Services
- In order to achieve the purposes set forth in each of the items of the preceding paragraph, Licensor may provide Your Data, etc. to the following parties:
(1) Affiliates and Business Partners
(2) Distributors that sell products of Licensor or Affiliates
(3) Maintenance service providers concerning products of Licensor or Affiliates
(4) Business partners who have concluded Personal Information protection contracts with Licensor, Affiliates or Business Partners
- Licensor shall be responsible for the use of Your Data, etc. by each of the aforementioned parties.
Article 10 (Update)
- Licensor may, at the discretion of Licensor, add, change, repair, modify, change the specifications, update or upgrade Software, etc. and Services (hereinafter referred to as the “Update”) without notice to or approval of you for the purpose of adding or improving the functions of Software, etc. and Services. Licensor does not guarantee that the Update maintains the full functionality and performance of Software, etc. and Services prior to the Update. In addition, Licensor shall not be obliged to implement the Updated based on your request.
- With respect to any Update that may have a material impact on your use, Licensor shall use its reasonable efforts to notify you of the Update in advance in such manner as Licensor deems appropriate.
- Suspension or discontinuation of Services due to the Update shall be subject to Article 13.
- In the event of an Update with respect to your use conditions or environment, you shall promptly accept the Updated and keep the Software up-to-date.
Article 12 (Prohibition)
- In no event shall you engage in any of the following acts for the use of Software, etc. and Services, whether before or after the termination of Agreement:
(1) Acts that infringe or are likely to infringe upon the copyrights, patents, trademark rights, or other intellectual property rights of Licensor or Affiliates, or a third party (including duplication or reproduction of Software, etc. not permitted under Agreement)
(2) Acts of transferring, assigning, leasing the rights and/or granting a sublicense to use Software, etc. and Services to a third party, in whole or in part
(3) Acts to allow a third party to use Software, etc. and Services, in whole or in part (except as otherwise approved by Licensor or Affiliates)
(4) Acts that violate or are suspected of violating laws and regulations
(5) Acts that violate public order and morals
(6) Acts that cause or threaten to cause any disadvantage or damage to Licensor, Affiliates, or a third party
(7) Acts that interfere with or threaten to interfere with the operation of all services provided by Licensor or Affiliates
(8) Acts that defame or threaten to defame the reputation or reputation of any service provided by Licensor or Affiliates
(9) Modifications, translations, reverse engineering, decompiling or disassembly of Software
(10) Creation of secondary works using Software, etc.
(11) Acts of transmitting information including harmful computer programs such as computer viruses
(12) Unauthorized access to Services and other acts that interfere with the facilities such as cracking
(13) Acts that use or attempt to use another person’s account
(14) Any other acts deemed inappropriate by Licensor
- Where you come to know that any of each item of the preceding paragraph has been committed or is deemed likely to commit any of the applicable acts, you shall immediately notify Licensor thereof.
- This Article shall not restrict you from exercising any additional or different rights on open source software contained in Software, etc., and Services.
Article 13 (Suspension or Discontinuation of Services)
- Licensor may temporarily suspend Services after giving prior notice to you when implementing periodic or temporary maintenance of systems, facilities, etc., for Services.
- Licensor may temporarily suspend Services and notify you promptly afterward, without prior notice to you, in the event of emergency maintenance of systems, facilities, etc., for Services.
- In the event of any of the followings, Licensor may discontinue Services without notice to or approval of you:
(1) In the event of any cause of termination set forth in paragraph 2 of Article 14
(2) When it is determined that the discontinuance is required for maintenance or construction due to material failure or fault of systems, facilities, etc., for Services
(3) When it is determined that it is hard to provide Services normally due to significant burdens to systems, facilities, etc., for Services
(4) When it is determined that the Services may threaten to cause significant damage to you or a third party
(5) When a natural disaster or any other event of force majeure beyond the reasonable control of Licensor occurs or is likely to occur
- Licensor shall not be responsible for any lost and/or damages incurred by you with respect to suspension or discontinuance set forth in this Article.
Article 14 (Termination of Agreement)
- This Agreement shall be terminated when your DGSHAPE Account is deleted by your request or due to Licensor’s discontinuance of the services using DGSHAPE Account.
- Licensor shall be entitled to terminate Agreement without notice to or approval of you in the event of any of the followings, where you shall immediately stop using Services, uninstall or delete Software, etc., and dispose of all copies thereof:
(1) if you fail to comply with any of the provisions of Agreement
(2) if Licensor determines that it is inappropriate for you to continue using Services
- Licensor may abolish Software, etc., and/or Services for any reason whatsoever. In this event, Licensor shall be entitled to terminate the relevant provisions of this Agreement by notifying you in the manner set forth by Licensor no later than three (3) months prior to the date of the abolishment of the applicable service and then by abolishing the applicable service on such date.
- When you enter into more than one (1) Agreement, if one of them is subject to suspension or discontinuance of Services, or if one of them is terminated, Licensor shall be entitled to take measures corresponding to the aforementioned with respect to the other Agreements.
- Notwithstanding this Article, Articles 8, 9 16, 18, and 19 shall survive termination of Agreement.
ARTICLE 15 (Limited Warranty)
- Licensor will use commercially reasonable efforts to maintain 24 hours/7 days Services under the recommended environments, except as set forth otherwise hereunder.
- Licensor and Affiliates do not guarantee that Software, etc., and Services have the integrity, accuracy, certainty, usefulness, error-free use, non-interruption of use, merchantability, or fitness for your particular purpose.
- No oral or written information or advice by Licensor or Affiliates shall make any new warranty, express or implied, or otherwise extend any duties, obligations, and warranty in connection with Agreement in any way.
Article 16 (Disclaimer)
- In no event shall Licensor be liable, express, implied, statutory or any other warranty or contractual liability, or any other liability, to the extent permitted by applicable law, for any damages arising out of the use of Software, etc. and/or Services, including in the event of any Services being fully unavailable (including in the event of suspension or discontinuance) during the term of Agreement. In the event of any damage incurred by you due to the willful misconduct or gross negligence of Licensor, Licensor shall be liable only for actual and direct damage and Licensor shall NOT be liable for any other damage or loss (including, but not limited to, any other indirect damage, special damage, incidental damage, consequential damage, loss of profit, loss of data).
- You hereby acknowledge and agree that you will be liable for any and all risks and damages (including damages, direct or indirect, such as data losses, business interruptions, claims from third parties, etc.) in connection with the use of Software, etc. and Services.
- In the event you cause any damage to any third party due to the use of Services, you shall be responsible for resolving such damage and shall not assume any liability to Licensor.
Article 17 (Export control)
- When you use the Software, you shall comply with applicable export control regulations, laws, and orders. Software including encryption technology subject to United States Export Administration Regulations (hereinafter referred to as “EAR”) shall not be exported or re-exported to countries to which the United States government prohibits exports. Moreover, such software shall not be exported or re-exported to individuals or organizations with whom transactions are prohibited by the United States.
- The Software may include encryption technology that is subject to EAR. The user must declare and guarantee that he/she is not a citizen of any country to which the United States government prohibits exports and that he/she is not a resident of any such country and that he/she is not prohibited from receiving the Software by EAR.
Article 18 (Miscellaneous)
- Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the parties with respect to the subject matter hereof.
- Agreement may not be assigned or transferred by you.
- The waiver by Licensor of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of such provision itself.
- You acknowledge and agree that monetary relief would not be an adequate remedy for a breach or threatened breach by you of the provisions of Agreement and that Licensor shall be entitled to the enforcement of Agreement by injunction, specific performance, or other equitable relief, without prejudice to any other rights and remedies that Licensor may have.
- Nothing in Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties, or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever, and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose.
- If any provision of Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.
Article 19 (Governing Law and Dispute Resolution)
- This Agreement shall be construed in accordance with and governed by the laws of Japan, without reference to the principle of conflict of laws.
- If you do not have a head office (or your place of business if there is no head office) in Japan, all disputes, controversies, or differences arising out of or in connection with this Agreement shall be finally settled by arbitration in Tokyo in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.
- If you have a head office in Japan, all disputes, controversies, or differences arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of Tokyo District Court.