Data Platform Terms & Conditions
Synspective Inc. (hereinafter referred to as “SYNSPECTIVE” or “Company“) has designed the SYNSPECTIVE Data Platform (hereinafter referred to as the “SYNSPECTIVE Data Platform”) to enable SYNSPECTIVE customers (hereinafter referred to as “Customers”) to rapidly access SYNSPECTIVE’s SAR data to support Customers in making effective data-driven decisions. By using this SYNSPECTIVE Data Platform, Customers may easily research, order and download necessary data and find solutions across a wide range of issues, including social infrastructure management, disaster assessment, environmental monitoring, and national security and intelligence.
The following Data Platform Terms & Conditions (hereinafter referred to as the “Terms & Conditions“) shall govern the access to and use of contents and services (collectively “Subject Data”) available through the SYNSPECTIVE Data Platform.
Article 1 (Definitions)
“Account Information” means all information relevant to the User’s account as stored and managed on the Account Management Platform, including but not limited to, the User’s organization name, name of contact person, department, address, phone number, email address and all billing information associated with the User’s account. The ID and the password issued by the Company to the User in order for the User to log into the SYNSPECTIVE Data Platform (such ID and password, hereinafter, the “Account ID”) shall also be considered Account Information. The procedures concerning the registration of and any subsequent change to the Account Information shall be managed on the Account Management Platform.
“API” means the application programming interface.
“User Content” means the content set forth in Article 9.
“Data Platform Services” means the services that enable the User to access and/or use the Subject Data through the SYNSPECTIVE Data Platform; in particular the archiving service, tasking service and API service introduced on the Company Website https://synspective.com/jp/data/data-platform/.
“Account Management Platform” means the Company’s online platform where, in addition to the Company management of Account Information, the Users can confirm their User registration and their data order records.
“Data Platform Service Agreement” means the agreement executed between the Company and the User pursuant to Article 2.
“Service Period” means the period during which the Company provides the Subject Data to the User, where the User can download such Subject Data by using the Data Platform Service in accordance with the Data Platform Service Agreement.
“SYNSPECTIVE’s EULA” means The Synspective End User License Agreement as attached to these Terms & Conditions.
“Third Party Content” means the contents provided to the User by third parties on the SYNSPECTIVE Data Platform or in conjunction with the Subject Data pursuant to a separate agreement and/or separate license.
“User” means a person (including a legal entity) who has applied to the Company to use the Data Platform Service in accordance with Article 5 and whose application has been accepted by the Company.
“Distributor” means a distributor and/or a licensee approved in writing by SYNSPECTIVE.
Article 2 (Acceptance of these Terms and Conditions)
- The User shall be deemed to have agreed to be bound by the conditions set forth in these Terms & Conditions, as well as all other applicable conditions and policies, including the SYNSPECTIVE Privacy Policy (https://synspective.com/privacy-policy/) and the SYNSPECTIVE Website Terms of Use (https://synspective.com/terms/) at the time of registration of the Account Information or by using the Subject Data. The User shall be deemed to have accurately and fully understood and agreed to these Terms & Conditions, and a legally binding contract shall be executed between the User and SYNSPECTIVE.
- The Terms & Conditions shall take effect on the earlier date of when the User accepts the Terms & Conditions or when the User starts to access or use the Subject Data and shall continue to be effective until the User permanently ceases to access and use the Subject Data, unless terminated earlier as described below. Where the User either accepts the Terms & Conditions or accesses or uses the Subject Data on behalf of another entity, such User shall represent and warrant that the User shall have the authority to bind such entity to the Terms & Conditions, and the User shall agree to be bound by the Terms & Conditions on behalf of such entity.
- Please note that the User’s access to and use of the Subject Data found on the SYNSPECTIVE Data Platform may be subject to SYNSPECTIVE’s license agreements, SYNSPECTIVE’s EULA, or export control regulations.
Article 3 (Registration)
- With regard to the application to and use of the SYNSPECTIVE Data Platform, a User who has been sublicensed by a Distributor shall access the SYNSPECTIVE Data Platform in accordance with Article 3, Paragraph 2, and a User who has not been sublicensed by a Distributor shall apply in accordance with Article 3, Paragraph 3.
- Upon written approval by SYNSPECTIVE as the Distributor, the Distributor shall be registered by SYNSPECTIVE as a User of the Account Management Platform. Through the Account Management Platform, the Distributor may provide access to the SYNSPECTIVE Data Platform to the Users to whom the Distributor has sublicensed the right to use the Subject Data. A User who has been registered as the User and granted the right to access the SYNSPECTIVE Data Platform by a Distributor in accordance with this paragraph shall be subject to the separate sublicense granted by a different Distributor when the User is engaged in different case and granted by a different Distributor the right to access the SYNSPECTIVE Data Platform.
- The User who has been granted the right to use the SYNSPECTIVE Data Platform directly by SYNSPECTIVE instead of being granted the sublicense by the Distributor shall provide SYNSPECTIVE with the necessary information (organization name, name of contact person, department, address, phone number, email address) in order to obtain the approval of SYNSPECTIVE to access the SYNSPECTIVE Data Platform.
- In either case, in order for the User to access the SYNSPECTIVE Data Platform, and use the Data Platform Services, the User must register the Account Information associated with a valid email address with the Account Management Platform.
- The User (such term, hereafter, also including any Distributor) shall agree to provide the Company with only accurate and complete Account Information and shall take all steps necessary to ensure that, where relevant information is subject to change, the User’s Account Information is kept up-to-date and accurate at all times. The User shall, at the time of registration, submit their name and a valid email address. When registering, the User shall agree not to misrepresent their identity by using the identity of another person or company. SYNSPECTIVE shall not be responsible for the accuracy of the information provided by the User.
- The User shall be responsible for maintaining the confidentiality of its Account Information, including its, login details and password, and shall not share its Account Information with any other party.
- The User shall be solely responsible for all the activities that occur under its account. The User shall immediately notify SYNSPECTIVE of any unauthorized use of its Account Information or any other suspected security breach of its Account Information. SYNSPECTIVE shall not be liable for any loss or damage resulting from the User’s failure to comply with this clause.
- Accounts registered with another person’s e-mail address or a temporary e-mail address may be closed without notice to the User. SYNSPECTIVE may require the User to revalidate its Account Information if it is suspected that an invalid email address is being used.
Article 4 (Changes to the Terms & Conditions)
- The Company reserves the right to change, modify and/or otherwise amend the Terms & Conditions where the Company, in its sole discretion deems it necessary.
Where the User continues to use the Data Platform Services after the Company notifies the User of any such changes, modifications or amendments to the Terms & Condition, the User shall be deemed to have agreed to the changed, modified or amended Terms & Conditions. - The Company reserves the right, in its sole discretion to change the Content of the Data Platform Services and the consideration for the use of the Data Platform Services in accordance with the provisions of the preceding paragraph.
Article 5 (Use of Data Platform Services)
- In principle, any prospective User who wishes to use the Account Management Platform when using the Data Platform Services shall be required to directly obtain from the Company a license to use the Subject Data. Any User granted a sublicense from the Company’s Distributor shall use the Data Platform Service in accordance with Article 3, Paragraph 2. Any prospective User wishing to use the Data Platform Service shall agree to the Terms & Conditions and shall apply for the use of the Data Platform Services by completing the application form prescribed by the Company with the necessary information and submitting it to the Company. When the prospective User applies to the Company for the use of the Data Platform Services, such prospective User shall be deemed to have consented to the contents of the Terms & Conditions.
- When the Company accepts the application form submitted by the prospective User to the Company pursuant to the preceding paragraph, the contract between the prospective User and the Company shall be deemed to be executed for the use of the Data Platform Services as described in the Terms & Conditions.
- Notwithstanding the provisions of the preceding paragraph, in the event that the Company and the User separately agree on different terms and conditions, the terms and conditions as agreed between the parties shall take precedence over the provisions of the Terms & Conditions.
- If there occurs a change in the details provided in application form set forth in Paragraph 1, the User shall promptly notify the Company of such change, and where the Company notifies the contact provided to Company by the User as the application point or notification point, such notification from the Company shall be deemed to have reached the User. In the event such notice does not reach the User, the Company shall not be liable for any damages incurred by the User as the result.
Article 6 (Termination of Platform Service Agreement)
- If the User falls under any of the following items, the Company may terminate all or a part of the Data Platform Services.
(1) In the event of a breach of the Data Platform Service Agreement and where the User does not remedy the violation within 10 days after the Company demands the correction of the violation.
(2) Where the contents of the application form or any other documents submitted by the User to the Company are deemed to be contrary to the facts.
(3) Where the Company determines that the User’s economic credit condition has deteriorated, such as when a bill or check is dishonored or payment is suspended.
(4) Where a business license suspension is imposed by a supervisory authority
(5) In the event of seizure, provisional seizure, provisional disposition, petition for compulsory execution or auction, or delinquent disposition of taxes and public dues.
(6) Where a petition for the commencement of bankruptcy proceedings, special liquidation, civil rehabilitation proceedings, or corporate reorganization proceedings is received, or a petition for these is filed by the User himself/herself.
(7) In the event of a merger, dissolution, or transfer of all or a significant part of the business.
(8) When the Company determines that there is existence of a risk which falls under any of the preceding items. - In the event that the User falls under any of the items of the preceding paragraph, the User shall forfeit the benefit of time for the debt owed by the User to the Company, and the User shall immediately pay the full amount.
- The User may terminate the Data Platform Service Agreement by notifying the Company in writing at least ten (10) days in advance. In addition, if there is a debt to the Company, the User shall immediately repay all debts, and the Company shall not refund any service fees that have already been paid to the Company.
Article 7 (Account ID and Password)
- The Company shall provide the Account ID necessary for the use of the Data Platform Services, through the Account Management Platform, to the User who has received the license directly from the Company. In accordance with Article 3, Paragraph 2, the Distributor may issue an Account ID, necessary for the use of the Data Platform Services, through the Account Management Platform, to the User to whom the Distributor has granted a sublicense.
- The User shall strictly manage the Account ID and shall not lend, transfer, or otherwise allow a third party to use Account ID.
- The User shall be solely responsible for all activities that occur under its account. The User shall agree to immediately notify the Company of any suspected unauthorized use of its Account ID or the Account Information, or any other security invasion. The Company shall not be liable for any loss or damage resulting from the User’s failure to comply with this clause. As any and all access and use of the Data Platform Services through the Account ID is deemed to be undertaken by the User, the Company shall not be liable for any damage incurred by the User following such use.
Article 8 (Suspension of Data Platform Services)
- In the event that it becomes necessary for the Company to perform maintenance or inspection of the Company’s servers, the Company may temporarily suspend the provision of all or a part of the Data Platform Services and/or the Account Management Platform after notifying the User to that effect in advance on the SYNSPECTIVE Data Platform.
- In the event of any of the following items, the Company may temporarily suspend the provision of all or a part of the Data Platform Services and/or the Account Management Platform without prior notice to the User.
(1) In the event of urgent maintenance or inspection of the Company’s server.
(2) When it becomes impossible to provide the Data Platform Services due to an accident such as a fire or power outage, a natural disaster such as an earthquake or flood, a war, riot, labor dispute, or any other reason not attributable to the Company.
(3) In the event that the Data Platform Services cannot be provided due to a failure of the satellite that acquires the original data of the Subject Data or a failure of the Company’s server.
(4) In the event of interruption of the provision of telecommunications services by telecommunications carriers.
(5) In the event that the User delays payment of the service fee based on the use of the Data Platform Services.
(6) In the event that the User violates the Terms & Conditions and fails to correct such violation despite being notified to do so by the Company.
(7) In addition to the preceding items, when the Company, in its sole discretion, determines that it is necessary to temporarily suspend the Data Platform Services and/or the Account Management Platform. - The Company shall not be liable for any damages incurred by the User due to the interruption of the Data Platform Services and/or the Account Management Platform pursuant to this Article. In addition, even where the User is unable to use the Data Platform Services due to the interruption of the Data Platform Services and/or the Account Management Platform, the Company shall not refund the service fee received from the User.
Article 9 (License to Use the Subject Data)
- During the period of use of the Data Platform Services, the User shall be able to use or utilize the Subject Data only for the purpose of use or utilization as separately stated by the User or in the application form through the Distributor and within the scope specified below.
(1) The Subject Data can be viewed and referenced for creation of content (hereinafter referred to as “User Content“).
(2) In addition to the preceding item, within the scope of consent as may be separately provided by the Company - In the event that the User provides or publishes the Subject Data and User Content to a third party, the User shall attach a copyright notice displayed on the Data Platform Service provided by the Company separately to the Subject Data and User Content.
- The User shall acknowledge and agree that certain Third Party Content is subject to restrictions on its use and/or utilization, distribution, export, or re-export. Such restrictions shall be communicated to the User through SYNSPECTIVE’s EULA or through agreement with the relevant third party if the User accesses the Third Party Content.
- The Data Platform Services may contain links to third-party websites, advertisers, services, special offers, and other events or activities that the Company does not own or control. The Company shall not recommend nor be responsible for, such third-party websites, information, materials, products, or services. If the User accesses any third-party websites through Data Platform Services, the User does so at its own risk, and the User understands that the Terms & Conditions shall not apply to the use or utilization by the User of such site. The User shall expressly release the Company from any and all liability arising out of its use or utilization of any third-party website, service, or content. In addition, any transaction with advertisers found on the Data Platform Services or participation in promotions (including payment and delivery of goods) and other terms and conditions (such as warranties) shall be solely between the User and such advertiser. The User shall agree that the Company shall not be liable for any loss or damage in connection with any transaction between the User and such advertisers.
Article 10 (Prohibited Activities)
- The User shall not engage in any of the following acts.
(1) Acts of using or utilizing the SYNSPECTIVE Data Platform for purposes other than the use or purpose of use described in Account Information.
(2) Reverse engineering, decompiling, disassembling, or other similar acts of the Subject Data.
(3) Acts of using data collection and extraction tools or other information acquisition by automated means such as robots without the prior written consent of the Company.
(4) Acts of copying, modifying, adapting, transmitting, or otherwise using all or a part of the Subject Data without the prior written consent of the Company, except as expressly stated in the Account Information.
(5) Acts of using or allowing a third party to use all or a part of the Subject Data, except as expressly permitted in the Account Information.
(6) Acts that infringe or may infringe intellectual property rights such as copyrights, trademark rights, patent rights of the Company or a third party.
(7) Acts that infringe or may infringe on the property, privacy, portrait rights, or other rights of the Company or a third party.
(8) Acts of transmitting or posting harmful computer programs such as viruses.
(9) Unauthorized access to the Company’s servers, telecommunications equipment, or other facilities.
(10) Acts that interfere with or may interfere with the provision of the Data Platform Services by the Company.
(11) In addition to the preceding items, acts that the Company deems to be inappropriate use of the Data Platform Services. - In the event that the Company incurs damage due to the User falling under any of the provisions of the preceding paragraph, the User shall be liable to the Company for such damage.
Article 11 (Third Party Action against User Content)
In the event that a third party, including a User’s customer, makes an objection or request regarding the User Content, the User shall respond to the objection or request at the User’s responsibility and expense, and the Company shall not be liable for any such objection. In addition, in the event that the Company suffers damage in connection with the User Content, the User shall compensate the Company for such damage.
Article 12 (User Data)
- When using the Data Platform Services, the User shall submit images and other data (hereinafter referred to as “User Data“). In the event that a dispute arises with a third party regarding the User Data, the User shall resolve the dispute at its own expense and responsibility. In addition, if the Company incurs damage due to the provision of User Data, the User shall compensate for such damage.
- The Company shall not be liable for any inability of the User to use or utilize the Data Platform Services resulting from use of the User Data or the provision of the User Data in a format other than such data format(s) separately specified by the Company.
- The User shall back up the User Data at its own expense and responsibility, and the Company shall not be liable for any deletion of the User Data.
- The Company shall strictly handle the User Data provided by the User and shall not use or utilize the User Data for any purpose other than as separately agreed with other Users who process the Subject Data, and shall not provide, disclose or leak it to a third party except with the prior written consent of the User.
Article 13 (Non-Warranty, Disclaimer)
- The Company shall not warrant the completeness, accuracy, suitability to the User for a particular purpose, or the effectiveness of functions of the Data Platform Services. In addition, the Company shall not be liable for correction of any errors in the Subject Data.
- The functions of the Data Platform Services may be changed or discontinued at the sole discretion of the Company without prior notice to the User, and the User agrees to this in advance.
- The User shall use the Data Platform Services at his/her own risk, and the Company shall not be liable for any damage incurred by the User as a result of the use of the Data Platform Services.
- The Company shall not be liable to the User in the event of delay or inability to perform all or a part of the Data Platform Services due to accidents such as fires or power outages, natural disasters such as earthquakes or floods, wars, riots, labor disputes, or other reasons not attributable to the Company.
- The Company shall not be liable for any damages incurred by the User or a third party due to the items set forth in the following items.
(1) Damage caused by discrepancies between the Subject Data and the current situation
(2) Damage caused by the interruption of the provision of the Data Platform Services as stipulated in Article 8 (Suspension of Provision of Data Platform Services)
(3) Adaptation of the Subject Data or specifications by the User (including format conversion), damage caused by processing, modification, or combination with other data, programs, or equipment.
(4) Damage caused by reasons beyond the reasonable control of the Company
(5) Damage caused by a malfunction of the Company’s server - The Company’s liability for defects in the Data Platform Services shall be limited to those stipulated in Article 8 (Suspension of Provision of the Data Platform Services), Paragraph 3, this Article, and the following Article. In the unlikely event that the Company is liable in any way, the Company’s aggregate liability under the Terms & Conditions shall in no event exceed the total amount paid by the User on the SYNSPECTIVE Data Platform on an annual basis during the twelve (12) months prior to the occurrence of liability.
Article 14 (Infringement of Intellectual Property Rights of Third Parties)
- In the event a third party claims an injunction against use, compensation for damages, (hereinafter referred to as “Disputes”) on the grounds that the Data Platform Services infringes the intellectual property rights of such third party, the User shall notify the Company of the occurrence of such infringement lawsuit without delay and shall seek to resolve the Disputes through consultation.
- Notwithstanding the provisions of the preceding paragraph, the Company shall not be liable for any Disputes arising from the adaptation or modification of the Subject Data, the combination of other data, programs, interfaces, or devices, or any other reason not attributable to the Company.
Article 15 (Attribution of Rights)
- The copyrights and other rights of the Data Platform Services shall be reserved by the Company or any third party who has granted the rights to the Company, and the User shall not be assigned or granted any license to these rights, provided, however, that the User Content created using the Subject Data shall be subject to the rights as derivative works of the User Content created using the Subject Data, and shall be confirmed in this paragraph that the rights, as the original author of the derivative work, belong to the Company, unless otherwise agreed to in writing with the Company.
- In the event that the User wishes to create an invention, devise, or design related to the Data Platform Services licensed under the Data Platform Service Agreement, and wishes to apply for a patent, utility model, or design, the User and the Company shall separately discuss the handling manner of the application in advance.
Article 16 (Audit)
The User shall authorize the Company or a person designated by the Company to audit the User’s use of the Data Platform Services where the Company makes such a request in writing to the User.
Article 17 (Utilization)
The Company shall be free to use information such as the Users usage history of the Data Platform Services for the purpose of improving the Data Platform Services.
Article 18 (Confidentiality)
- The User shall use or utilize the Company’s technical or business confidential information (hereinafter referred to as “Confidential Information”) obtained in the performance of the use of the Data Platform Services only for the purpose of performing the use of the Data Platform Services, and shall not disclose or leak it to any third party without the prior consent of the Company. However, information that falls under any of the following items shall be excluded.
(1) Information that was already legally known or became public knowledge at the time of knowledge, or information that subsequently became public knowledge through one’s own intention or negligence.
(2) Information developed and created independently, regardless of the confidential information of the other party.
(3) Information lawfully obtained from third parties without any obligation of confidentiality. - In the event that the User achieves the purpose of use or purpose of utilization of the Confidential Information disclosed by the Company, the use or necessity of the utilization of the Confidential Information is otherwise lost, the use of the Data Platform Services is terminated, or there is a request from the Company, the User shall promptly return the materials, goods, and copies thereof, including the Confidential Information.
- The obligations set forth in Paragraph 1 of this Article shall remain in effect even after termination due to the termination of the Data Platform Service Agreement.
Article 19 (Measures after Termination of Use of Data Platform Services)
- Article 6 (Termination of Platform Services Agreement), Article 7 (Account ID and Password), Article 10 (Prohibited Matters), Article 11 (Third Party Action against User Content), Article 12 (User Data), Article 13 (Non-Warranty, Disclaimer), Article 14 (Infringement of Intellectual Property Rights of Third Parties), Article 15 (Attribution of Rights), Article 16 (Audit), Article 17 (Utilization), Article 18 (Confidentiality), the provisions of this Article and Article 21 (General Provisions) shall remain in effect notwithstanding the termination of the use of the Data Platform Services.
- When the use of the Data Platform Services is terminated, the User shall immediately destroy or erase the Subject Data (including all copies). Immediately after such disposal or erasure, a certificate of disposal or deletion in the form prescribed by the Company shall be submitted to the Company.
- In the event that the use of the Data Platform Services is terminated, and there is User Data provided by the User to the Company, the Company shall promptly delete the User Data at the request of the User. In addition, the Company shall not be obligated to store the User Data in the absence of a request from the User and may delete the User Data at the discretion of the Company. In addition, regardless of whether or not the User Data is deleted, the Company shall continue to use the User Data created by processing the User Data of the User even after the termination of the use of the Data Platform Services.
- When the use of the Data Platform Services is terminated, the User shall not, in principle, use the User Content for commercial purposes. If the User wishes to use the User Content for commercial purposes, the User shall enter into a separate agreement with the Company and pay the agreed amount as a license fee for the use of the Subject Data.
Article 20 (Exclusion of Antisocial Forces)
- The User represents and warrants that he/she or his/her officers shall not fall under any of the following items now or in the future.
(1) Organized crime groups, members of organized crime groups, persons who have not been a member of an organized crime group for less than five years, associate members of organized crime groups, people related to organized crime groups, organizations related to organized crime groups, and other antisocial forces (hereinafter referred to as “antisocial forces”).
(2) Anti-social forces substantially control or are involved in management.
(3) Having a relationship that is recognized as unfairly using antisocial forces, such as for the purpose of making an unfair profit for oneself or a third party, or for the purpose of causing damage to a third party.
(4) Having a relationship that is recognized as being involved in providing funds, or providing benefits to antisocial forces.
(5) Having a socially condemned relationship with antisocial forces - The User promises not to perform any of the following acts by himself or by using a third party.
(1) Violent demands
(2) Unlawful demands beyond the legal liability
(3) Acts of using threatening words or actions or violence in relation to transactions
(4) Acts of spreading rumors, using fraudulent means or force to damage the credibility of the other party, and interfere with business
(5) Acts of allowing Anti-social organization to use its name
(6) Other acts equivalent to the preceding items - If the Company determines that the User falls under any of Article 20, Paragraph 1 or Paragraph 2, the Company may immediately terminate the Data Platform Service Agreement without any notice.
- In the event that the Company terminates the Data Platform Service Agreement pursuant to the preceding paragraph, the Company shall not be liable for any damages incurred by the User as a result of such termination.
Article 21 (General Provisions)
- The User shall not transfer or pledge any status, rights or obligations under the Terms & Conditions to any other party without the prior written consent of the Company.
- The User shall hereby expressly acknowledge and agree that governmental authorities may restrict the terms and conditions for the acquisition, distribution and provision of the Data Platform Services that may require prior authorization, in particular in accordance with applicable export and space laws and regulations. The User shall comply with any prohibitions or restrictions related thereto. In connection with the Terms & Conditions, each party shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations. The User acknowledges that the services available on the SYNSPECTIVE Data Platform, such as the transfer and processing of the User Content, may be subject to government export controls. Accordingly, the User agrees not to export the Subject Data and/or Data Platform Services from the territory in which the payment for the Subject Data and/or Data Platform Services was made without incurring any costs and without prior written authorization from all regulatory authorities. The User represents that the User and its financial beneficiaries, or any party that owns or controls it or its financial beneficiaries, are not subject to sanctions and are not designated on any list of prohibited or restricted parties, including, without limitation, lists maintained by the United Nations Security Council, the Government of Japan, the Government of the United States, the European Union or any member state thereof, or any other applicable governmental authority. , guaranteed.
- The User agrees that the activities of the User under the Terms & Conditions shall be conducted in compliance with all applicable laws and regulations.
(1) The User represents and warrants that the User, its respective officers, employees, distributors, or persons or companies acting on its behalf have not violated any law and shall not allow any other party to violate any law with respect to any activity or transaction contemplated by the Terms & Conditions.
(2) In particular, the User agrees that it or its respective officers, employees, distributors, or any person or company acting on its behalf shall not provide, promise, arrange, or otherwise provide any person (including public officials) with anything of value (including, without limitation, money, gifts, entertainment, or special favors), directly or indirectly, in connection with their performance under the Terms & Conditions, represents that it has not paid, and it does not provide, promise or arrange, and warrants that it shall not pay.
(3) The User represents and warrants that it or its respective officers, employees, distributors, or any person or company acting on its behalf are not sanctioned parties and have not been convicted of fraud, corruption, bribery, sanctions, export control, or any other financial offense in any jurisdiction or country in the preceding five (5) years, unless disclosed to us in a separate written statement.
(4) The User shall notify the Company as soon as practicable of any investigation or proceeding duly initiated by a public authority in connection with an alleged violation of the law by the User or the User’s respective officers, employees, distributors, or any person or company acting on its behalf with respect to its business and activities under the Terms & Conditions. The User shall use reasonable endeavors to notify the Company of the progress and disposition of any such investigation or proceeding provided, however, that the User shall not be obligated to disclose any information that would be considered legally privileged. - The Company and the User are independent contractors, and the Terms & Conditions shall not be construed as creating a partnership, joint venture, agency, or employment relationship. Neither party nor their respective affiliates is a distributor of the other for any purpose and has no authority to bind the other.
- The Article headings used herein are used only for convenience and do not affect the interpretation of these Terms and Conditions.
- In the event of any doubt or dispute regarding the interpretation of the Data Platform Service Agreement or otherwise, the parties shall consult in good faith and endeavor to resolve it.
- The Data Platform Service Agreement shall be governed by the laws of Japan.
- Any litigation between the User and the Company regarding the Data Platform Service Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Established on December 26, 2024