NIKOLI, CO., LTD.
END USER LICENSE AGREEMENT
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE OR ANY APPLICATIONS OR SERVICES AVAILABLE FROM IT. This Site is owned and operated by Nikoli, Co., Ltd. ("Nikoli"), and "You" are the person or entity using the Site, submitting User Materials, ordering or using our content and Applications.
By using this Site, clicking on a button indicating your consent, or ordering or using certain Applications, services or software, and content, you agree to these Terms including but not limited to conducting this transaction electrically, and to disclaimers of warranties, damage and remedy exclusions and limitations, and choice of Japanese law. If you do not agree to these Terms, you do not have permission to use the Site. Nikoli reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time. Notification of changes to these Terms will be posted on the Site. You are responsible for checking these terms periodically for changes. If any future changes to these Terms are unacceptable to you, you must discontinue use of the Site.
In consideration of your use of the Site and/or Applications, you agree to provide true, accurate and complete information about yourself as prompted by the Site registration or ordering process, provided that in connection with registration, you do not need to, and should not, use your full or true name for your username. In addition, you agree to update information provided in connection with registration or the ordering process in order to maintain its truth, accuracy, and completeness. If you provide information that Nikoli believes to be inaccurate, not current, or incomplete, or if you select a username that Nikoli in its sole discretion finds offensive or inappropriate, Nikoli has the right to suspend or terminate your account and refuse any and all current or future use of the Site.
2. Your password
ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE SITE WILL BE DEEMED BINDING ON YOU. You agree that you are solely liable for all actions taken via your password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Site for which you will be legally responsible. If you suspect that someone may have obtained access to your password that is not intended to have authority to act on your behalf, please contact Nikoli immediately to authorize Nikoli to deny access to the Site to anyone else presenting your password.
3. Agreement to deal electronically
All transactions with or through the Site may, at Nikoli's option, be conducted electronically. Nikoli may keep records of any type of communication conducted via the Site. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.
4. Limited non-commercial license to use the Site
- The Site and Applications that are made available to you is the copyrighted work of Nikoli. The use of the Site and each Application is governed by the Terms of this Agreement. You may not use the Site and any Applications without agreeing to these Terms.
- Unless expressly stated otherwise in the Terms of this Agreement, you are granted only a limited license to use the Site from a single computer and for personal and non-commercial purposes. You may not make copies of or distribute any of our Applications and content or electronically transfer them from one computer to another or over a network. You may not decompile, reverse engineer, disassemble or otherwise reduce any of our Applications and content to human perceivable form. You may not sell, rent, lease, sublicense, or otherwise exploit our Applications and content for any commercial purpose.
- You will not use the Site for any purpose that is unlawful or prohibited by these Terms.
- You agree not to contain viruses or any other computer code, files r programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network.
- You may not attempt to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means.
- You will not to encourage conduct that would constitute a criminal offense, or that gives rise to civil liability, and you agree not to interfere with the use of the Site by others.
- You agree to indemnity and hold Nikoli, its affiliates, officers, agents, partners and employees harmless from any claim or demand, including reasonable attorney fees, arising out of your content and User Materials, your use of the Site, your violation of the Terms or your violation of any third party's rights including such party's copyrights and trademarks.
- Except for the User Materials, the Site, Applications, and related information are the exclusive property of Nikoli. All rights not specifically granted to you in writing by Nikoli are reserved to Nikoli.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN BY THESE TERMS, NEITHER NIKOLI, ITS AFFILIATES, NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER PROPIETARY RIGHTS TO USE THE Site or ANY APPLICATIONS OFFERED ON THE SITE. EXCEPT FOR USER MATERIALS SUBMITTED BY YOU, NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU.
- You agree not to violate or infringe the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights.
- Nikoli may cease support of any Application at any time in its sole discretion.
5. Intellectual Property
Nikoli owns the property rights to the Site and any of its Applications. The Site and its Applications are protected by international treaties, and by copyright, trademark, patent, and trade secret laws and other proprietary rights. We own a copyright in the selection, organization, arrangement, and enhancement of the Site and its Applications, as well as in our original content. The look and feel of our color combinations, button shapes, and other graphical elements on the Site are our trademarks.
We take protection of copyrights, both our own and others, very seriously. We therefore employ multiple measures to prevent copyright infringement over the Site and promptly end any infringement that might occur. If you believe that the Application contains elements that infringe your copyrights in your work, please follow the procedures set forth in our Copyright Compliance Policy.
Displaying, performing, storing, copying, distributing, or otherwise making available or using any content from the Site is prohibited, unless specifically authorized by Nikoli. Accordingly, no such content or Applications may be used without express written permission from Nikoli.
6. User Materials
The Site may allow users to upload, post, and/or distribute users submitted content, and use of the Site for this purpose is subject to the following conditions:
- You understand that all postings, messages, user feedback, data, comments, suggestions, information, text, data, software, sounds, photographs, audio, audiovisual, video, artwork, graphics, files and other materials of any nature ("User Materials") that are transmitted to or via the Site are the sole responsibility of the person from which the User Materials originated. This means that the person who submitted the User Materials, and not Nikoli, is entirely responsible for the User Materials transmitted thought the Site. Further, you understand that by using the Site you may be exposed to Use Materials that are offensive, objectionable or indecent. You agree that you must evaluate, and bear all risks associated with, the use of any User Materials, that you may not rely on said User Materials, and that under no circumstances will Nikoli be liable in any way for any User Materials or for any loss or damage of any kind incurred as a result of the use of any User Materials posted, emailed or otherwise made available via the Site
- You shall not create a user name or screen name or upload to, distribute thorough or otherwise publish through the Site any User Materials which are indecent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, harassing, contain expressions of hatred, bigotry, racism or pornography, or are otherwise objectionable, or that would constitute or encourage a criminal offense, violate the rights of any party or violate any law.
- Your User Materials, user name and/ or screen name will not disparage in any manner Nikoli, Applications, products, or services and the Site.
- Your User Materials shall not infringe the copyright, trademark, publicity/privacy rights or other intellectual property rights of any third party.
- You shall not upload to, distribute through or otherwise publish through the Site any User Materials that are directly or indirectly commercial in nature or contain any solicitation of funds, promotion, advertising or solicitation for goods or services, including but not limited to "chain letters," "promo-codes," "pyramid schemes," and "spam." You specifically acknowledge that soliciting other users to join or become users or members of any commercial online web site or other organization is expressly prohibited.
- You shall not upload to, distribute through or otherwise publish through the Site any User Materials that contain viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
- You agree not to post or otherwise make available User Materials that disrupt the normal flow of message board dialogue with an excessive number of messages (i.e. flooding attack) or that otherwise negatively affects other users' ability to use message boards.
- You agree not to employ misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of User Materials transmitted through the Site.
- You agree not to post or otherwise make available User Materials that impersonate any person or entity, including but not limited to a Nikoli employee, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- You agree not to post or otherwise make available User Materials that include personal or identifying information about another person without that person's explicit consent or that is false, deceptive, misleading, deceitful, or misinformative.
- You agree not to use message boards to contact anyone who has asked not to be contacted; "stalk" or otherwise harass anyone; collect personal data about other users for commercial or unlawful purposes; to post repeatedly the same or similar messages or otherwise impose unreasonably large loads on our infrastructure; use automated means, including spiders, robots, crawlers, or other data-mining tools or the link to download data from the message boards.
- If you choose to use the embedded link function, you agree not to embed a link on or within any illegal site, including but not limited to any site that is indecent, obscene or pornographic or that is determined to be otherwise objectionable in Nikoli's sole and absolute discretion. Nikoli reserves the right to disable embedded links at any time without notice.
You acknowledge that Nikoli may not pre-screen (but reserves the right to pre-screen) any User Materials posted by you or other users. Nikoli and its designees shall have the right (but not the obligation) in their sole and absolute discretion to re-categorize, refuse or remove any User Materials, as well as terminate your access to the Site. Nikoli may establish practices and limits concerning the use of the Site and Applications, including the maximum disk space that will be allotted to your use. You agree that Nikoli has not liability or responsibility for the storage or deletion of any User Materials that you submit or post. Nikoli reserves the right to change these general practices and limits at any time in its sole discretion, with or without notice.
If you believe that any content on the Site (including, without limitation, User Materials) violates any of the terms of this Agreement (except for any notices covered by the Copyright Compliance Policy), please send us a message about it. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to use once we receive any such message.
Nikoli does not guarantee any confidentiality with respect to any submissions. Nikoli does not want to receive confidential or proprietary information from you. In the absence of an express written agreement between you and an authorized Nikoli employee, any information or idea you transmit (User Materials) to Nikoli by any means may be disseminated or used by Nikoli without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing entertainment products. You acknowledge, however, that because of Nikoli's position in the entertainment industry, other persons, including Nikoli's employees, may have submitted to Nikoli or to others, or may have made public, or may hereafter create, submit to Nikoli or make public, similar to or identical material that Nikoli may have the right to use. You understand and agree that Nikoli's use of material similar to or identical with the User Materials or containing features or elements similar to or identical with those contained in the User Materials will not obligate Nikoli to negotiate with you, nor will it entitle you to any compensation of any kind.
9. ADS and MALWARE
We take great care and pride in creating this Site. We are always on the lookout for technical glitches that effect how the Site works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see our Site, and that is beyond our control. While we continuously work closely with our partners to ensure that everything on the Site is working properly, sometimes Malware (Malicious Software) programs on your personal computer may interfere with your experience on our Site and on other sites that you visit.
Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any software download site.
10. Disclaimer of Warranties
EXCEPT IF EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND NIKOLI, THE SITE, APPLICATIONS AND CONTENT OFFERED BY NIKOLI ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND AND WITH ALL RISKS. NIKOLI HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) ALL WARRANTIES WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AVAILABILITY OF THE SITE; LACK OF VIRUS OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION OF THE SITE; AND (B) ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH THE SITE OR RELATED INFORMATION; THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH THE SITE AND RELATED INFORMATION IS BORN BY YOU.
IN ADDITION, NIKOLI DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT IN CONNECTION WITH THE SITE AND RELATED INFORMATION.
11. Assumption of Risks
YOU ASSUME ALL RISKS THAT THE SITE APPLICATIONS, CONTENT, AND RELATED INFORMATION ARE SUITABLE OR ACCURATE FOR YOUR NEEDS AND WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. FOR ANY APPLICATIONS USED AT YOUR OWN DISCRETION AND RISK, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA.
12. Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER NIKOLI NOR ANY OF NIKOLI'S AFFILIATIONS OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF PRIVACY OR FOR FAILURE TO MEET ANY DUTY INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT) OR ANY OTHER INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO THE SITE OR RELATED INFORMATION, OR TO ANY BREACH OF THESE TERMS, EVEN IF NIKOLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY.
YOU AGREE THAT YOUR SOLE REMEDY FOR ANY BREACH OF THESE TERMS BY NIKOLI OR ANY OF NIKOLI'S AFFILIATIONS OR AGENTS SHALL BE, AT NIKOLI'S OPTION, (1) SUBSTITUTION OR REPLACEMENT OF ALL OR PART OF THE APPLICATION OR CONTENT THAT GIVES RISE TO DAMAGES INCURRED BY YOU IN REASONABLE RELIANCE ON NIKOLI; OR (2) REFUND OF THE AMOUNT THAT YOU PAID TO NIKOLI. YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Your Representations and Warranties
You represent and warrant for the benefit of Nikoli, in addition to other representations and obligations contained in these Terms, that: (a) all information submitted by you to the Site is true and accurate; (b) you will keep your registration information current; (c) you will be responsible for all use of your password even if such use was conducted without your authority or permission; (d) you will not use the Site for any purpose that is unlawful or prohibited by these Terms; (e) you are the owner of the User Materials you submit to the Site and the User Materials are original to you; (f) the User Materials you submit to the Site do not infringe any third party rights, such as copyright, trademark, and publicity/privacy right; (g) the User Materials you submit to the Site do not constitute defamation or libel or otherwise violate the law; (h) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Materials to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submission in the manner contemplated by the applicable Site and these Terms of Service; and (i) you agree to defend, indemnify, and hold Nikoli (and its employees, representative, agents, and assigns) harmless from breaches of (a) through (g).
The Site contains links to third party sites that are not under the control of Nikoli and Nikoli is not responsible for any content on any linked site. If you access a third party site from the Site, then you do so at your own risk. Nikoli provides links only as a convenience and the inclusion of the link does not imply that Nikoli endorses or accepts any responsibility for the content on those third party sites. Additionally, your dealings with or participation in promotions of advertisers found in this Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Nikoli shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
15. International Usage
This Site is controlled and operated by Nikoli from its offices within Tokyo, Japan. Nikoli makes no representation that the Site, Applications, or related information offered by Nikoli are appropriate or available in other locations. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
16. Termination or Cancellation of Site access
If you violate these Terms, Nikoli may terminate or cancel your access rights to the Site and/or Applications immediately without notice. Nikoli may also block your use of the Site and/or Applications or direct you to cease using it. If you repeatedly violate these Terms, Nikoli will permanently suspend your access right to the Site and/or Applications. Nikoli reserves the right at any time to modify or discontinue the Site, Applications, or any part thereof and you agree that Nikoli shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, Applications, or any part thereof, except you may receive a pro-rata refund in the event such modification, suspension, or discontinuance materially affects your access to those parts of the Site or Applications that you have paid for.
17. Exclusive Jurisdiction
These Terms shall be governed by the Japanese laws. Any disputes arising under or related in any way to these Terms or the Site or any Applications shall be litigated or otherwise heard in the Tokyo District Court. The parties hereto hereby consent to the exclusive jurisdiction of the Tokyo District Court, and hereby waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by the Japanese laws.
18. Entire Agreement
You agree that Nikoli may amend or modify these Terms or impose new conditions at any time by updating these Terms. Any use of the Site after such updating shall be deemed to constitute acceptance of such amendments, modifications, or new conditions. If you do not want to be bound by an amendment, you will need to terminate your registration, if any, and refrain from using the Site or using or ordering Applications after that date. No other amendments will be valid unless they are in a paper writing signed by Nikoli and by you.
Except as expressly stated otherwise, any notice required or allowed under these Terms shall be given to Nikoli by postal mail to: Nikoli Co., Ltd. 4-17-10, Kuramae, Taito-ku, 111-0051 Tokyo, Japan, or as to a successor address that Nikoli makes available on the Site or through other reasonable manner.