Please read these Terms of Services carefully. These Terms of Services are a binding agreement (“Agreement”) entered into between Mono-Revo Inc. (“Company”) and the user who has registered as a user of the Services (defined below) at the website of Company (“User”).
By clicking through this Agreement electronically or by using the Services, User is deemed to agree to this Agreement.
Article 1. Definition
- “Scheduler Suite” including “Drawing/Process Manager,” “Process Scheduler,” “Inventory Scheduler,” and “Purchase Scheduler” (“Services”) are the cloud applications specialized for production control of small and wide variety of products provided by Company.
- “ID” means the identification number for User provided by Company after User’s registration including identification number for the other services associated with the Services.
- “Password” means the password registered by User including the password for the other services associated with the Services.
Article 2. Scope of Agreement
This Agreement shall apply to all of User’s use of the Services.
Article 3. Modifications
- Company may make changes to these Terms of Service from time to time without prior notice to User; provided, however, that Company shall make a material change to the Services including but not limited to the fees, Company will give User no less than 15 days advance notice of such change by notification in the Services or e-mail.
- User who uses the Services after the change prescribed above shall be deemed to agree to such change.
Article 4. User Registration and Change of Information
- A person or corporation who desires to register as User shall apply in accordance with the procedure designated by Company. The person and corporation shall be deemed to agree to these Terms of Service upon such application.
- In case any information registered by User is changed, User shall notify Company of such change without delay by the way designated by Company.
Article 5. Processing of Personal Data
Article 6. Scope and Modifications of Services
- The Services which User may use are limited to the services specified in this Agreement by Company.
- User shall access to the Internet for use of this Services and shall prepare and operate the required equipment, software and communication means at its own cost and responsibility.
- Company may send e-mail including advertisement and publicity to User without limitation of frequency and time repeatedly and continuously. User shall consent to receive such e-mail in advance.
- User may reject to receive the e-mail stipulated in the preceding clause at any time by following the procedure designated by Company.
- Company may modify, add and abolish all or any of the Services without prior notice to User as needed; provided, however, that in case Company determines that such modifications give serious disadvantage to User, Company shall give User the notice in accordance with the procedure provided in Article 3.1 except in an emergency.
- In case Company sells the business in respect with the Services to the third party, Company may transfer and assign all and any part of status, rights and obligations to User under this Agreement and personal data of User obtained through the Services to the third party. User shall consent to the assignment and transfer in advance.
Article 7. Temporary Limitation and Suspension of Services
- Company may limit or suspend the Services in case:
- Company performs maintenance of equipment for the Services;
- Company cannot provide the Services due to force majeure including but not limited to extraordinary natural phenomenon;
- it is required by law; or
- there are other compelling reasons to limit or suspend the Services.
- Company shall give User a prior notice of the limitation or suspension stipulated in the preceding clause except in an emergency.
- Company shall not be liable for any damages resulting from the above limitation or suspension to User.
Article 8. Prohibition
- User is prohibited to:
- disclose ID or Password to third party intentionally; and
- register false entry with respect to user information.
- In case Company determines that User breaches or will breach the preceding clause, Company may suspend the Services to the User and terminate the Agreement with the User without prior notice.
- Company shall not be liable for any damages resulting from the above suspension or termination to User.
Article 9. Safeguard of ID and Password
- User shall be responsible for safeguarding ID and Password.
- User shall not give its ID or Password to the third party or make the third party to use its ID or Password.
- Company shall not be liable for any damages resulting from iniquitously use of ID and Password to User.
- In case it is found that ID or Password is used iniquitously, User shall notify Company of the iniquitous use.
Article 10. Confidentiality
- For purposes of this Agreement, “Confidential Information” means any information that is the proper technical, sales and business information including but not limited to ID and Password disclosed in writing or other tangible form or by electronic, oral, visual or other means by Company or User. A party disclosing Confidential Information is referred to herein as the “Disclosing Party” and a party receiving Confidential Information is referred to herein as the “Receiving Party.” Confidential Information shall not include any information which:
- has already been generally known or available to the public when it is disclosed;
- becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public;
- was acquired legally by the Receiving Party before receiving such information from the Disclosing Party;
- was independently developed by the Receiving Party without reference to such information; or
- is furnished to the Receiving Party by the third party without any restriction.
- The Receiving Party shall (i) hold Confidential Information disclosed by the Disclosing Party in confidence, (ii) not disclose such Confidential Information to any third party, (iii) not use such Confidential Information for any purpose except for performance of its duty stipulated in this Agreement.
- Notwithstanding anything to the contrary in the preceding clause, Receiving Party may disclose Confidential Information to the employees, directors, officers, attorneys, accountants and financial advisors of the Receiving Party or its associated company which means associated company set forth in paragraph 8 of article 8 under Regulation on Terminology, Forms, and Preparation Methods of Financial Statements. Company may disclose Confidential Information disclosed by User to its contractor and clients to the extent necessary for performance of its duty stipulated in this Agreement.
- The Receiving Party shall impose an obligation of confidentiality no less stringent than set forth in this Agreement on the third party whom the Receiving Party discloses Confidential Information based upon the Disclosing Party’s consent or the preceding clause. The Receiving Party shall be liable for any act conducted by the said third party.
- The Receiving Party may disclose Confidential Information in case the Receiving Party is required by law or regulation or requested through a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body having proper jurisdiction to disclose any of Confidential Information. The Receiving Party shall promptly notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such required disclosure and shall exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be assured to such Confidential Information.
- The Receiving Party shall promptly return to the Disclosing Party, or, if so directed by the Disclosing Party in writing, destroy (delete, if it is electromagnetic recording medium) all tangible items containing or consisting of Confidential Information and all copies thereof, upon the Disclosing Party’s request; provided, however, that the Receiving Party may retain one copy of Confidential Information in order to keep business record or to comply law, regulation and internal rule and shall maintain the copy as Confidential Information.
- Company and User shall enter into a separate agreement in case the personal date obtained by User is used for the Services.
Article 11. Fees
- User shall pay the following initial fees for each ID by bank transfer to the account designated by Company no later than the end of the next month of the month when ID is provided by Company.
- User shall pay the following monthly fees by bank transfer/credit card to the account designated by Company no later than the end of the next month of the month when the Services are provided by Company based upon the invoice sent from Company to User. The monthly fees are charged at each User regardless of the number of ID. In case User initiates to use the Services in the middle of a month, the monthly fees are calculated on daily pro-rate.
- The additional fees to initial fees and monthly fees shall be charged for the Services customized for User or specially demanded by User.
- Company may change the monthly fees at any time.
- In case User fails to pay any fees set forth herein, Company may immediately suspend the Services to the User or cancel the registration of the User without prior notice.
Article 12. Termination and Cancelation of Registration
- User may terminate this Agreement by following the procedure designated by Company at any time. Company shall cancel the registration of the User who terminates this Agreement.
- Company may terminate this Agreement and cancel the registration immediately without any notice to the User in case:
- User registers false or wrongful information at the initial registration or at the change of information or registers in duplicate;
- e-mail sent to the e-mail address registered by User is not received or Company determines that the e-mail address registered by User does not work properly;
- User breaches any terms of this Agreement;
- a petition for bankruptcy or receivership is filed by or against User;
- Company determines that User falls under the anti-social forces (an organized crime group; a member of an organized crime group; a quasi-member of an organized crime group; a related company or association of an organized crime group; a corporate racketeer; or other equivalent person of any category) or is associated with the anti-social forces by funding or other activities; or
- Company determines that User is not appropriate as a user to use the Services.
- Company shall not be liable for any damages resulting from the above termination or cancelation to the User.
Article 13. Disclaimers
- In case User inflicts damages or losses to User itself, Company or the third party by use of the Services, the User shall handle and solve at the User’s responsibility and cost and Company shall not be liable for the damages or losses.
- Company shall not warrant beyond the terms set forth in this Agreement the credibility or accuracy of the information which User receives with respect to the Services or other users directly or indirectly from Company.
- Company shall be liable for the damages only if they are incurred by Company’s intentional acts or acts of gross negligence regardless of the statement of the claims including but not limited to in contract and tort.
- Damages which Company is obliged to pay shall be limited to the amount of the monthly fees for the Services causing the damages.
Article 14. Belonging of Rights
- All and any of the right including but not limited to copyright on the contents of the Services shall be belonged to Company.
- User shall not utilize or proclaim or make the third party to utilize or proclaim any information received through the Services in any means including but not limited to copy, alter, reproduce, edit or publication without prior written consent by Company regardless of commercial purposes.
Article 15. Damages
User shall be liable for damages to Company caused by breach of any terms of this Agreement
Article 16. Jurisdiction
The courts of Japan shall have exclusive jurisdiction to adjudicate any dispute arising in connection with this Agreement and any legal proceeding shall be initiated exclusively in the District Court having the jurisdiction over the location of the head office of Company.
Article 17. Governing Law
This Agreement shall be governed and construed in accordance with the laws of Japan without regard to its conflict of law principles.
Article 18. Conflict
In the event of a conflict between any of the terms in this Agreement and one(s) in any written description of the Services, the terms and conditions of the written description of the Services shall take precedence thereover.
Last updated: June 1, 2020