Article 1. Definitions
For the purposes of this Agreement, each of the following terms is used in the meaning set forth herein.
An entity or an individual who is a party to a contract with Our Company and is authorized to manage the account and payment of Service for a fee or free of charge. In this Agreement, "User" shall include all of "End User", "External User", "View Only User" and "Free User" as defined below in the context.
- End User
End User means a person who receives an ID issued from User and is authorized to access Service and can designate External User and Browsing User.
- External User
External User means an individual end user of Services with the authority to edit and view functions in the Service.
- View Only User
View Only User means a person who is authorized to access the Service to view User Contents.
- Free User
Free User means an individual End User who is authorized to use a partial function of Service for free of charge or to use all functions of Service for trials or other specifically permitted purposes.
- User Data
User Data means any and all data provided to Service by User.
- User Contents
User Contents means the documentation contents consisting of User Data and available in the Service.
- User Account
User Account is an account for the use of Service, which is created by User through the sign-up process.
Article 2. Application of the T&C
- Any person who wishes to use Services shall send the information specified in our website and receive a User Account to become a User. When we issue a User Account to the applicant, it becomes a User that this T&C applies.
- User (including End User and any External User under the control of User) shall use Service in accordance with this T&C. In case User do not agree to the T&C, User is not allowed to use Service.
- The original of the T&C is the Japanese edition. In the event of any difference or inconsistency between the contents of the Japanese edition and the English edition thereof, the contents of the Japanese edition shall prevail over the English edition.
Article 3. Provision of Services
Details of the Service will be as described on our website (https://scene.space/). We will provide User with Service in accordance with this T&C.
Article 4. Account Management
- We issue one User Account to a user with administrator privileges. The user can issue the ID for the sub-account that the End User uses. The End User can configure any password to log in to Services.
- IDs and passwords shall be managed by User and End User at their own responsibility. Login information of sub-accounts, End User's IDs and passwords shall not be leased or transferred to any third party other than User. We are not liable for unauthorized use of any End User's sub-account.
- User shall ensure that End User and External User are informed of and comply with the duties set forth in this Section.
Article 5. Fees
- Services has both paid and free subscriptions. The User except for free User shall pay the fee for the Service. Details of the pricing plan and the payment terms for each subscription type shall be provided in our subscription page or provided otherwise by our Company.
- The User shall pay the Service Fee in consideration of the Service and any applicable taxes. We are not obliged to refund the Service Fee paid by User for any reason whatsoever, including termination. However, in the event that Our Company terminates the provision of the Service, we will refund to the User the amount corresponding to the number of days for which the Service is not provided out of the Service Fee already paid to us.
Article 6. Maintenance
We may temporarily suspend the operation and provision of the Service without prior notice to User for maintenance, updating, quality improvement and other reasons for providing Service.
Article 7. Change or Suspension of Services
- We may, at any time, improve, change or terminate all or any part of Service's features without prior notice to User for the purpose of adding another feature and/or improving quality.
We may suspend all or part of User Account to restrict the provision of Services if we determine the following event occurs:
- When it is difficult to provide Service due to an event falling under force majeure
- When a security problem has occurred or is likely to occur in our system due to unauthorized access from outside
- When we determine that the User has violated or is likely to violate any of the provisions of this Agreement.
- When we determine that the provision of Services needs to be suspended
- We may terminate the provision of Service for any reason. User will be notified by us at least 30 days prior to the termination of the provision of Services. In the event that the provision is terminated and the User is an annual subscriber, notwithstanding the provisions of Article 5.2.
Article 8. Prohibitions
User shall not use Service in any of the following ways:
- Reproduction of Service and use of the reproduction except as specifically permitted by this T&C or our Company
- Modify, reverse engineer, decompile, disassemble, construct mirror sites, or perform other similar activities to Service.
- Redistributing, sub-licensing, publicly transmitting (including making transmittable), leasing or transferring all or any part of Service
- Provision of processing/services using functions of Service to third parties through network
- Using Services on a commercial website without our permission
- Incorporate this Service into other services or products, either for a fee or free of charge, without our permission.
- To remove or disable any technical restrictions pre-set in Services, to publish the methods of such conduct, and to reproduce, adapt and use Services using these methods
- Acquiring data from Service by scraping or crawling
- Placing excessive burden on systems and networks
- Acting to violate laws and regulations
- Acting offensive to public order and moral
- Infringing intellectual property rights of others
- Other acts or conducts that we determine to be inappropriate.
Article 9. Confidentiality
- Any information disclosed by Our Company and User to each other shall be treated as confidential information of each party (hereinafter referred to as the "Confidential Information"). We and User shall use Confidential Information only for the purpose of providing or using Services (including the purpose set forth in this Agreement), and during or after the term of the T&C, we and User shall not divulge it to any third party or used it for any other purposes except with prior written consent of the disclosing party, in required by law, or as otherwise provided in the T&C.
Confidential Information does not apply to the information that falls under any of the following conditions:
- Information already in the public domain at the time of disclosure;
- Information that has become publicly known through no fault of the party after disclosure;
- Information already in the possession of the party at the time of disclosure;
- Information lawfully obtained by the party from a duly authorized third party; or
- Information independently obtained by the party not based on the disclosed information.
- Upon termination of User's use of Services or our request, User shall return the Confidential Information to Our Company or destroy the media on which Confidential Information is recorded.
- The duties of this article shall continue for three years after the termination of User's use of Services.
Article 10. Warranty of User Data
User represents and warrants to us that the following are true:
- User has the lawful authority to use the User Data on Service and to disclose to Our Company (including uploading on the Services);
- The disclosure and use of User Data do not infringe the rights and interests of third parties; and
- User is duly authorized to grant licenses for User Data as provided in Article 12.
Article 11. Administration of User Data
- User will continue to retain proprietary rights, intellectual property rights and other rights to User Data even after it has been uploaded onto Service. We will not acquire these rights except as otherwise provided herein.
- We properly manage User Data stored in Service under the duty of a good manager. User shall back up User Data at its own responsibility.
- We are not liable for any loss or deletion of User Data except due to willful misconduct or gross negligence of Our Company.
- User Data uploaded to Services can be accessed by End User, External User and View Only User, but such access rights are managed by User itself at its own risk.
- User must manage the use of Service by External User and shall be responsible for any activities related to User's use of Service.
- We will not disclose or share any User Data to any third party, except to the external software vendors and the cloud service providers who are necessary to provide Service and as provided for in this Agreement and in pertained regulations or laws.
- If User terminates the use of Service, we delete User Data after 30 days have elapsed from the date of termination. After that time, even if User resumes Service, our Company is not obliged to make User available again.
- In the event that the use of the User Data violates the provisions of the T&C (including the breach of the warranty set forth in the preceding article) or that we determine it is inappropriate for the User Data to be stored or used on the Service, we are entitled to erase the User Data and suspend the User Account without prior notice to the User. However, our Company is not obliged to observe User Data at all times to monitor occurrence of such breaches.
Article 12. Handling of User data
- Our Company treats User Data as Confidential Information during and after the term of Service. However, we shall have access to User Data for such purposes as quality control, improvement, adding new functions, benchmarking, development of new services related to Services, and our marketing. In addition, we are allowed to disclose User Data to third parties such as external software vendors for the purpose stipulated in this Article 12.
- The Intellectual Property Rights in and to the deliverables obtained by User Data shall vest exclusively to Our Company and we are entitled to use such deliverables for free.
- For the purposes of the foregoing purpose, User hereby grants to our Company an unlimited, non-exclusive, free of charge, sub-licensable, transferable and irrevocable license to permit use and reproduction, modification, disclosure, performance, representation, reproduction, distribution, transmission of, and any other use of User Data. User and Company also confirm that the use of these data is not prohibited.
- Notwithstanding the previous provision, in the event User does not have the proper authority to grant a license, User shall acquire such authority from the holder of the rights.
- User shall not exercise or cause the right holders to exercise any moral rights, including moral rights, against our Company and any person who inherits or is granted User Data.
Article 13. Status of Use
In the course of the provision of the Services, we are entitled to monitor the usage, usage environment, and usage frequency of User and to acquire data relating thereto. In addition, we are entitled to use these data for the purpose of quality control, improvement or publication of the Service.
Article 14. Intellectual Property Rights
All intellectual property rights in the software, algorithms, data, images, designs, texts, demonstrations, manuals, contents, etc., which are components of Service belonging to Our Company or the third party who licensed to Our Company.
Article 15. Personal Information
Article 16. Warranty and Indemnification
We are not be liable for any damages suffered by User or any third party arising out of or in connection with any of the following, except where Our Company is intentionally or grossly negligent:
- Provision of Service
- Change of Service
- Deletion of User Data
- Suspension of Service and Termination of provision of Service
- Suspending the User Account
- Other reasons not attributable to Our Company
- Even if Our Company is liable to User or a third party, the scope of compensation for damages is limited to direct and ordinary damages actually incurred, and does not include special, indirect, consequential, incidental, or consequential damages, including loss of profit. In addition, the amount of compensation shall be limited to the full amount of the Service Fees paid by the User to Our Company during the twelve (12) months preceding the month in which the event causing the compensation occurred.
Article 17. Indemnification
In the event that a user is alleged to infringe the rights or interests of a third party arise out of or in connection with the use of the Service, and such third party makes a claim or demands compensation for damages from our Company or its affiliates, the User shall, at its own responsibility and expense, respond to such claim or demand, hold harmless our Company and its affiliates and compensate and indemnify for all costs and damages incurred by our Company and such affiliates.
Article 18. Amendment
- We may amend or change this T&C at any time to the extent not inconsistent with the objectives of this T&C. If such amendment or change is subject to the application of Article 548-2 of the Civil Code, such changes shall be based on the provisions of Article 548-4 of the Civil Code.
When we change this T&C, we will notify User in advance of the following matters:
- Intention to amend the T&C
- Amended contents of the T&C
- Effective date of the change
- In the event any change to the T&C does not conform to the general interest of User, we will notify each User of the matters set forth in the preceding section no later than the arrival of the effective date in item (3) of the preceding section.
- User shall be deemed to have consented to the application of the revised T&C if User uses Service after receiving the notice above.
Article 19. Trademarks
With respect to User's corporate names, logos and trademarks (collectively, the "Trademarks"), User grants to us a non-exclusive, free-of-charge license to use in our websites and marketing materials for the purpose of marketing, promotion and advertising Services. If User establishes guidelines for Trademarks, our Company will use Trademarks in accordance with the guidelines. If User do not wish us to use your Trademarks, you may opt out by notifying our account manager in writing.
Article 20. Force Majeure
We are not be liable to User, except for monetary obligations, for any delay, failure or incomplete performance of all or any part of its obligations under the T&C in the event of any of the following Force Majeure:
Natural disasters, infectious diseases, denial of permits or licenses, power outages, Internet interruptions, cloud system failures, wars, riots, civil insecurity, fires, modifications or abolitions of laws or regulations, dispositions, or orders or public authorities, strikes and other labor disputes, transport accidents, or other events of force majeure not attributable to a party.
Article 21. Termination
We may terminate User Account and the provision of Service without prior notice if User falls under any of the followings:
- When entering into any arrangement of composition with its creditors or goes into liquidation, insolvency, bankruptcy, receivership or reorganization proceedings, except that in case of non-voluntarily proceedings, when such proceedings are not dismissed within 90 days;
- In the event of suspension of business or revocation of the business license;
- If User becomes dissolved or terminates its corporate existence by merger, consolidation or otherwise (except by merger or consolidation with its parent, subsidiary or other affiliates);
- In the event of a violation of any laws or regulations and a violation of any of the representations and warranties set forth in this Agreement;
- In the event of a breach of this Agreement; or
- In the event Our Company determines that it is inappropriate to use Service.
Article 22. Forfeiture of Benefit of Term
In the event that the User Account is terminated in accordance with the preceding article, the User shall forfeit the benefit of time with respect to all debts owed to Our Company and immediately pay such debts to us.
Article 23. No Assignment
User shall not transfer all or part of his/her position as a user of the Service and rights and obligations pertaining to the Service to a third party without prior written consent of Our Company. Any transfer of User without such consent shall be void.
Article 24. Notices
Notification between Our Company and User shall be made by notifying the other party of the e-mail address previously registered in Service by User or by notifying the other party using the function of Service. These notices are deemed to have arrived at the time when they are normally to be arrived, in any manner whatsoever.
Article 25. Survival Provisions
- The invalidity of any part of the T&C does not affect the validity of other parts of the T&C.
- Even in the event Services Use Contract is terminated, the provisions of Articles 2, 12, 14, 15, 16, 17, 24, 2, 23, 26, and 27 shall remain in full force and effect.
Article 26. Governing Law
The T&C shall be interpreted and construed in accordance with the laws of Japan without regard to its conflicts of laws principles.
Article 27. Dispute Resolution
- Any matter not stipulated in the T&C or any doubtful point arising in the interpretation or operation of the T&C shall be dealt with and settled after due consultation between Our Company and User in good faith.
- Any and all disputes arising out of or in connection with these T&C shall be solved in the Tokyo District Court as the exclusive jurisdiction of first instance.
September 6th 2021, v01.00