enebular Terms of Service

enebular Terms of Service

Provisional translation.
In the event of discrepancy between the English version and the Japanese version, the Japanese-language version shall prevail.

The Terms of Service (“Terms”) stipulate the terms and conditions of enebular service (the “Service”) and the rights and obligations of the Company and those who use the Service (“User”, “Users”). Users must read the Terms thoroughly and agree to the Terms before using the Service. As for the services that are free of charge, actual use of such services shall be regarded as the User’s agreement to the Terms.

1. Application

1-1. The purpose of the Terms is to stipulate the terms and conditions of the Service and the rights and obligations of the Company and the Users. The Terms shall be applied to all aspects concerning the Company and the Users pertinent to the use of the Service.
1-2. The rules for using the Service which the Company publishes on its website regularly shall be regarded as parts of the Terms.
1-3. In case there are explanations about the Service or other provisions not included in or differ with the Terms, as referred to in the preceding paragraph, the former shall be applied in preference.

2. Definitions

For the purpose of the Terms, the following terms shall have the meanings as defined below:
(1) “Account Data” means the information provided by the User to the Company for creating and managing an account, such as name, username, email address and log-in certificate.
(2) “Agent Software” means software used for connecting to enebular service.
(3) “Service Use Agreement” means the Terms and the Service Use Agreement entered into by the Company and the User.
(4) “Subscription” means the rights of the User to use the Service for a certain period of time.
(5) “Intellectual Property Rights” mean copyright, patent right, utility model right, design right, trademark right and other intellectual property rights (including the right to acquire such rights or the right to apply for registration of such rights).
(6) “Device-Specific Data” means data uniquely linked to each of the devices, such as device ID.
(7) “Device Log Data” means log data output by Agent Software, i.e. data that devices output, such as status and log).
(8) “Posted Data” means contents posted or sent by the User through the Service as the Service’s public information (including, but not limited to, programs, texts, images, videos and other data).
(9) “The Company” means Uhuru Corporation.
(10) “The Company’s Website” means the website managed by the Company of which the domain is “enebular.com”. (If, regardless of the reason, the domain or content of the Company’s Website is changed, the Company’s Website means the website including the changes).
(11) “Feedback” means all inquiries, suggestions, comments, feedback, ideas and knowhow related to the Service or other software provided to the Company by the User (either in oral or written form).
(12) “Accompanying Documents” means specifications, manual and policy of the Service which are regularly updated and are accessible via docs.enebular.com or www.enebular.com.
(13) “The User” means an individual or a corporation registered as the user of the Service as provided in Article 3.
(14) “The Service” means the service by the name “enebular” provided by the Company. (If, regardless of the reason, the name or content of the Service is changed, the term refers to the service including the changes).
(15) “User Data” means electronic contents such as programs and files stored in the Service by or for the User and records of the project, device and User (e.g. project and asset created by the User, i.e. flow, InfoType, InfoMotion, etc.)
(16) “Free Service” means the features of the Service which the Company provides free of charge. Free Service does not include features that are provided for charge.
(17) “Paid Service” means the features of the Service which the Company provides for charge and the User purchases with a Purchase Order. The scope of Paid Service is different from that of Free Service.
(18) “Purchase Order” means a document (including an on-line order form) that specifies the order for the Service to be placed based on the Terms and is a contract between the User and the Company or the User and the Distributor.
(19) “Distributor” means a third party that conducts part of the sales task of the Service in accordance to an agreement with the Company.
(20) “Log-in Certificate” means passwords, authentication key or security certificate, API key and certificate that customers use to access the Service.

3. Registration

3-1. The party wishing to use the Service may request registration for use of the Service by agreeing to comply with the Terms and by providing Account Data requested by the Company by the method predetermined by the Company.
3-2. The Company shall decide whether or not the party wishing to register and has applied for registration in accordance to item 1 (“Applicant”) qualifies for registration. If the registration is accepted the Company will notify the Applicant. The Applicant’s registration as a User completes with the notification set forth in this paragraph.
3-3. Upon completion of registration set forth in the preceding paragraph the User and the Company will have entered into Service Use Agreement, allowing the User to use the Service in accordance with the Terms.
3-4. In case any of the items provided below applies to an Applicant the Company may deny registration or re-registration and shall not be obligated to disclose the reason of the denial.
(1) If the Account Data provided to the Company contains totally or partly false information, mistake or omission
(2) If the Applicant is a minor, adult ward, warrantee or a person under assistance and has not obtained consent from his/her legal representative, guardian, curator or assistant
(3) If the Company determines that the Applicant is in any way related to antisocial forces (gangster, gangster group, right-wing organization, an anti-social force or the equivalent. The same shall apply hereinafter) or helps such a group in sustaining its existence, operation or management by funding, etc.
(4) If the Company determines that the Applicant had been in violation of an agreement with the Company in the past or is related to a party that had
(5) If the Applicant has been subject to measures set forth in Article 12
(6) If, for any other reason, the Company decides that the registration is not appropriate

4. Change of Account Data

In case there is a change in Account Data the User must notify the Company without delay by the method predetermined by the Company

5. Provision of Free Service

5-1. The Company provides the Service free of charge within the limit set forth in the Accompanying Documents. Services beyond the limit must be purchased for a fee.
5-2. Free Service shall be provided on as-is basis, with no guarantee, within feasible range and the Company has no liability for compensation whatsoever.
5-3. If this paragraph contradicts with any other paragraph, this paragraph shall be applied in preference.

6. Provision of Paid Service

6-1. The Company provides Paid Service in accordance with the Purchase Order, Accompanying Documents and Service Level Agreement (“SLA”). The Company guarantees that the Service substantially functions as described in the Terms and the Accompanying Documents. In case the User identifies non-conformity and the Company confirms it, the Company shall take reasonable measures to remedy the non-conformity at the earliest possible timing.
6-2. Regardless of the above, the Company does not guarantee the use of the Service by the User without downtime or error, that the Service meets the business requirement of the User, or that Device Log Data is safe, will not be lost or damaged.
6-3. If the Company fails to comply with the SLA, the only and exclusive relief for the User shall be limited to the Service Credit stipulated in the SLA.

7. Compliance Matters

7-1. The User should manage, and store account data related to the Service properly at its own risk and must not allow use by, or loan, transfer, change ownership, sell or sub license to third parties.
7-2. The User must make commercially reasonable efforts to prevent unauthorized access and unauthorized use of the Service. If the User recognizes such acts, he/she must notify the Company immediately.
7-3. The User shall be responsible for damages caused by improper management of passwords or user ID, misuse of the Service or use by third parties. The Company shall not be held liable in any way.
7-4. The User shall maintain equipment and environment for using the Service at its own responsibility and expense.
7-5. The User shall secure connection to the Internet via telecommunication services at its own responsibility and expense to use the Service.
7-6. In case of malfunction of the User’s equipment or the Internet connection provided in the preceding paragraph, the Company shall not be obligated to provide service.
7-7. The User shall be held solely accountable for the development, operation, support, maintenance and security of the elements provided in the items below. The User must also ensure that the individual or the corporation who uses the elements below adheres to the Terms and to deny access by the individual or the corporation immediately in case a breach of obligation is recognized.
(1) Deliverables such as applications created by the User
(2) Software used on the devices of the User
(3) Devices of the User

8. Fee and Method of Payment

8-1. The User shall pay all fees set by the Company or Distributors separately in return for using the Service. Unless otherwise specified the fees are for purchasing subscription of the Service. The payment obligation cannot be annulled. Fees already paid cannot be refunded. Number of purchased subscriptions cannot be cancelled or reduced during the subscription period.
8-2. The User must provide a valid Purchase Order, valid and most updated credit card information, or reasonably acceptable alternative document to the Company. The User must provide information of credit card that is valid through the subscription agreement and renewal period. If the User prefers payment methods other than credit cards, payment is required before the subscription begins.
8-3. In case the Company does not receive any payment by the due date the Company may take either or all of the measures provided below:
(1) From the payment due date to the day of actual payment, the Company may ask for delinquency charge of 14.6% of the balance outstanding at the last day of each month.
(2) Allow renewal of future subscription on condition that payments be made in shorter periods than that set forth in the preceding paragraph
8-4. Discontinuation of Service and Forfeiture of Benefit of Time: If fulfillment of obligation by the User is delayed 30 days or more (ten days in case payment is to be made with credit cards) all debt of the User to the Company shall be due immediately. The Company may also discontinue providing service to the User until all payment obligations are fulfilled.

9. Prohibitions

When using the Service, the User must not involve in acts provided in the items below or acts the Company considers as either of the below:
(1) Acts in violation of laws and regulations, acts of crime or acts related to crime
(2) Acts of fraud or intimidation against the Company, other users of the Service, or third parties
(3) Acts against public policy
(4) Infringement of Intellectual Property Rights. portrait rights, right of privacy, fame, other rights and interests
(5) Sending the following information or information that the Company considers as either of the following through the Service to the Company or other users of the Service:
① Information that contains harmful computer programs (virus, worm, time bomb, Trojan horse, and other harmful or malicious codes, files, scripts, agents or programs)
② Personal data that reveals racial or ethnic origin, political view, religious or philosophical belief, or membership of a labor union, genetic or biological data used to identify an individual, data about health, data about sex life or sexual orientation, or information that contains such data
③ Information containing expressions that brings disgrace or tarnishes other users of the Service or other third parties
④ Information containing excessively violent or atrocious expressions
⑤ Information containing excessively obscene expressions
⑥ Information containing expressions that encourage discrimination
⑦ Information containing expressions that encourage suicide or self-injury
⑧ Information containing expressions that encourage inappropriate use of drugs
⑨ Information containing anti-social expressions
⑩ Information demanding diffusion to third parties such as chain mail
⑪ Information containing expressions that brings a sense of discomfort to others
(6) Acts that may place excessive load to the network the Service operates on, the system, etc.
(7) Acts that may obstruct the operation of the Service
(8) Unauthorized access to the Company’s network or system, or the attempt to do so
(9) Measuring or surveying the availability, features or functions of the Service
(10) Acts of creating derivative objects or services using the Service without prior written consent of the Company
(11) Reverse engineering of the Service
(12) Development of products or services that compete with, or are similar to the Service
(13) Replicate or adapt the characteristics, features or graphics of the Service
(14) Impersonate a third party
(15) Acts of use of IDs or passwords of other users of the Service
(16) Acts of advertisement, solicitation or sales using the Service without prior consent of the Company
(17) Collecting information of other users of the Service
(18) Acts that inflict disadvantage, damage or sense of discomfort to the Company, other users of the Service, or other third parties
(19) Acts in violation of the rules for using the Service provided in the Company’s Website
(20) Giving favors to anti-social forces
(21) Selling, reselling, loaning or leasing the Service
(22) Acts that evoke or enable the acts provided in the preceding items either directly or indirectly
(23) Other acts determined as inappropriate by the Company

10. Outage of the Service, etc.

10-1. The Company shall provide prior notification about prescheduled outages of the Service as stipulated in the Service Level Objective (“SLO”). https://www.enebular.com/ja/slo/
10-2. The Company may stop or discontinue providing all or part of the Service without prior notice to the User in either of the following cases:
(1) Outage caused by circumstances beyond the reasonable control by the Company (including, but not limited to, Force Majeure, acts or orders of governmental authorities, lightning, damage caused by wind and flood, fire, earthquake, blackout, act of providence, riot, act of terror, strike and other labor disputes, failure or delay caused by Internet service providers and Denial of Service (DoS) attacks).
(2) Urgent inspection or maintenance tasks of the computer system related to the Service
(3) Other cases in which the Company determines that outage or discontinuation is necessary
10-3. The Company shall not be held liable for any damage caused on the side of the User in relation to the measures taken by the Company pursuant to this Article.

11. Ownership of Rights

11-1. All Intellectual Property Rights related to the Company’s Website and the Service are owned by the Company or the party licensing such rights to the Company. Permission to use the Service in accordance to the Terms does not mean permission to use Intellectual Property Rights related to the Website or the Service of the Company or the party licensing such rights to the Company.
11-2. If the User provides feedback to the Company, the Company may use the feedback information with no obligation to the User.
11-3. The User shall provide a statement and guarantee to the Company that he/she has lawful rights to post or send Posted Data and that the Posted Data is not in infringement of the rights of third parties.
11-4. The User shall grant license to the Company to use, replicate, distribute data posted by the User, create, present and execute derivatives of Posted Data globally, non-exclusively, free-of-charge, and with possibility to sub-license and transfer. The User shall also grant non-exclusive license rights to other users of the Service to use, replicate, distribute data posted by the User, and to create, present and execute derivatives of the Posted Data.
11-5. The User shall agree not to exercise moral rights of the author against the Company or the party which the rights have been transferred to or approved by the Company.

12. Cancellation of Registration, etc.

12-1. In either of the cases provided in the items below, the data posted by the User may be deleted, use of the Service by the User may be suspended, user registration or Service Use Agreement may be cancelled without prior notification.
(1) If the User is in violation of either of the provisions of the Terms
(2) If false information is found in the Account Data
(3) Payment by the User stops, User is in a state of insolvency, or the User has pleaded commencement of proceeding for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation
(4) If the Service has not been used by the User for 6 months or longer
(5) If the User has not responded to inquiries from the Company for 30 days or more
(6) If any of the paragraphs in Article 3 applies to the User
(7) Any other cases in which the Company determines it inappropriate for the User to use the Service, be registered as a User or for the Service Use Agreement to be continued.
12-2. If any of the items provided in the preceding paragraph applies to the User, the User shall automatically lose the benefit of time for all debt to the Company and must make necessary payments immediately.
12-3. The Company shall not be held liable for any damage caused on the User’s side by the acts conducted by the Company pursuant to this Article.

13. Cancellation

13-1. Through notification by the method predetermined by the Company, the User may cancel use of the Service and may have its registered Account Data erased.
13-2. If, at the time of cancellation, the User has debt to the Company, the User shall automatically lose the benefit of time for all such debts and must make necessary payments immediately.
13-3. After cancellation, user information shall be treated in accordance to the provisions in Article 17.
13-4. If there is User Data in possession and under control of the Company, unless prohibited by the law, the Company shall erase all such data after 14 days from (not including the very day of) receiving the notification set forth in paragraph 1 of this Article. The Company shall in no way be held liable to the User in relation to the erasure of data.

14. Addition, Modification and Termination of the Service’s Features

14-1. The Company may add, modify or terminate features of the Service at its own discretion. The Company shall notify the User when features of the Service are to be added, modified or terminated.
14-2. The Company in no way shall be held liable for the damage caused on the User’s side in relation to the measures taken in accordance with the provisions of this Article.

15. Disclaimer

15-1. The Company makes no warranties of fitness for the User’s particular purpose, features, merchantability, accuracy and usability the User expects, or that the use of the Service by the User is in adherence to relevant laws and regulations and internal regulations of the User’s industry, or that the service is free of defects.
15-2. The User may transmit Device Log Data and Device-Specific Data to third-party cloud services at its own risk to use such cloud services through the Company’s Service. The Company shall not make any statement or guarantee related to third-party cloud services and shall not be held liable in any way for Device Log Data and Device-Specific Data during transmission from the Service to third-party cloud services.
15-3. The Company disclaims all liability or responsibility arising out of suspension, discontinuation, termination, unavailability of or changes to the Service by the Company, deletion or loss of information sent to the Service by the User, erasure of user registration, loss of registered data, equipment failure or damage caused by using the Service, and all damage caused on the User’s side (“User Damage”) in relation to the use of the Service
15-4. As stipulated in Article 6, the sole remedy for the violation of SLA is by the Service Credit provided in the SLA.
15-5. If in case the Company is held liable for any reason, the Company shall not be responsible for covering for User Damage for more than the amount paid by the User to the Company for during the previous 12 months, and will not be liable for any incidental, indirect, special, consequential damages or lost profits.
15-6. The Company shall not be held liable for any transactions, communications or disputes arising between the User and other users in relation to the Service or the Company’s Website.

16. Non-Disclosure

16-1. The User shall treat information, not publicly known, disclosed by the Company in relation to the use of the Service as confidential unless prior written consent is provided by the Company. The following information shall be deemed as confidential regardless of being stated or distinguished as such:
(1) Account Data
(2) User Data
(3) Device Log Data
(4) Device-Specific Data
(5) Log-in Certificate
(6) Purchase Order
16-2. If either the User or the Company is ordered by the law to disclose confidential information, the ordered party must notify the other party about the disclosure order within the scope permitted by law. If the other party wishes to object to the disclosure, the other party shall provide reasonable support at its own expense.

17. Handling of User Information

17-1. Handling of user information by the Company shall comply with the Company’s Privacy Policy stipulated separately (https://uhuru.co.jp/policy/) and the User shall agree that the Company will handle the User’s information in accordance with said Privacy Policy.
17-2. Between the User and the Company, the User holds exclusive ownership rights and interests for all User Data of the User. User Data is considered as the User’s confidential information.
17-3. The Company may hold and use Device Log Data for the purpose of internal analysis for improvement of the Service or for the development of new products and services.
17-4. The Company may make information obtained by analyzing Device-Specific Data available for public use on condition that the information is anonymized through summarization or other methods. Anonymization is done by aggregating data with other data and turning it into Device-Specific Data that does not include information that makes it possible to identify the User (or an end-user of the Service) or other data subjects. Anonymized data is not considered as confidential information of the User.
17-5. In addition to the provisions of the preceding paragraphs, the Company may use or disclose, on its own discretion, information, data, etc. provided by the User in forms that makes it impossible to identify an individual as statistic information and the User shall not object to such acts by the Company.

18. Support

18-1. For the duration of the Agreement, the Company shall provide support stipulated in the SLO on condition that payment is made by the User.
18-2. It shall be considered that the User has given prior consent to the Company to access User Data when necessary for providing support to the User. Unless approved beforehand, the Company will not alter or erase User Data through said access.

19. Change of the Terms of Service, etc.

The Company may make changes in the Terms. The Company shall notify the User about the change(s) and if the User uses the Service after the notification or does not erase registration within the predetermined period, it will be understood that the User has agreed to the change(s) in the Terms.

20. Communication/Notification

Inquiries concerning the Service and other communications, notifications from the User to the Company and communications and notification to the User by the Company including notification about changes in the Terms shall be done by the method predetermined by the Company.

21. Transfer of Status Under the Service Use Agreement, etc.

21-1. The User shall not, without prior written consent of the Company, transfer, collateralize or dispose of in any way the status under the Service Use Agreement or the rights and obligations provided in the Terms.
21-2. In case the Company transfers its business operation related to the Service to a different company, the Company may transfer the status under the Service Use Agreement, the rights and obligations provided in the Terms, the User’s Account Data and other customer information to the transferee of said business operation and the User shall be considered to have agreed beforehand to such transfers. The transfer of business operation set forth in this paragraph includes not only regular business transfer but also all other cases of business transfer such as company split.

22. Severability

If any or part of the provision of the Terms is found invalid or unenforceable in relation to the Consumer Contract Act or other laws and regulations, the validity of the remaining provisions shall not be affected in any way.

23. Governing Law and Jurisdiction

23-1. The Terms and Service Use Agreement shall be governed by and construed in accordance with the Japanese Law. The parties agree to eliminate the application of UN Convention on Contracts for the International Sale of Goods to the Service even in cases where sales of goods occur.
23-2. The parties hereto submit to the exclusive jurisdiction of the Tokyo District Court of Japan in respect to all controversies arising from or in relation to the Terms and the Service Use Agreement.

31st January 2018 Established
8th August 2019 Revised