Trial Service Agreement
This CloudGate UNO trial service terms governs your use of CloudGate UNO free trial for 30 days provided by International Systems Research Co.
Trial Service Agreement
Last Updated: October 2017
This CloudGate UNO trial service terms (hereinafter referred as “Agreement”) governs your use of CloudGate UNO free trial for 30 days (hereinafter referred as “Trial Service”) provided by International Systems Research Co. (hereinafter referred to as “ISR”). By accepting this Agreement or otherwise using the Trial Service, you agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or other legal entity (hereinafter referred to as “Entity”), you represent to ISR that you have the authority to bind such Entity and its affiliates to this Agreement., in which case, the terms “You” or “Your” shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree to the terms of this Agreement, You must not accept this Agreement and may not use the Trial Service.
- This Trial Service may not be accessed by You if You are ISR’s direct competitor. You may not access this Trial Service for purposes of availability, performance or functionality monitoring, or for any other benchmarking or competitive purposes.
DEFINITION OF TERMS
- “Trial Service” shall mean the 30 days free trial use of CloudGate UNO subject to the terms and conditions set forth in this Agreement.
- “Prohibited Items” shall mean commissions or acts that would result to restriction or termination of your access to the Trial Service, with or without notification.
- “You” or “Your” shall mean the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity
- Based on the terms and conditions defined in this Agreement, ISR will provide the Trial Service to customers applying for the Trial Service and are considering to purchase CloudGate UNO after the trial period.
- Contents like software, documentation and embedded images related to/included in the Trial Service are intellectual property of and are owned by ISR and its suppliers. Ownership of the software, related documents and incorporated images will be held solely by ISR and protected by the Intellectual Property Code, as amended, and International Intellectual Property and Copyright laws, and applicable international treaties. You may not duplicate, reverse engineer, decompile, disassemble, and/or create a derivative product of this Trial Service in any means. Duplication of the documentation is also prohibited.
- You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or any other means of commercially exploiting the Trial Service or make the Trial Service available to any third party.
- Information disclosed by one party to the other, in connection with this Agreement, that is identified as confidential or that would reasonably be understood as confidential in nature due to the kind of information or the circumstances surrounding its disclosure, should not be disclosed by the other party without prior written consent. It shall only be used for the purposes intended by this Agreement.
Notwithstanding the provisions of section 4.1, informations that falls under any of the following shall not be treated as confidential:
- Information that has already been known at the time of disclosure or became public after the disclosure due to reasons that can not be attributed to the disclosing party
- Information that can prove the disclosing party have acquired lawfully from a third party without an obligation of confidentiality from the latter.
- Information that can prove what the disclosing party independently developed without relying on the disclosed information.
- Information already held at the time of disclosure.
PROHIBITION OF TRANSFER OF RIGHTS AND OBLIGATIONS
- You may not transfer Your rights under this Agreement, whether in part or in full, directly or indirectly, by operation of law or otherwise, place it as collateral or make other dispositions, or delegate performance of Your obligations, whether in part or in full, to a third party.
EXCLUSION OF ANTISOCIAL FORCES
You and ISR express and warrant that You and Your affiliates are not a person listed hereunder on the day You agreed to this Agreement and for as long as You are bound by this Agreement.
- Those who are members or has been a member of a gangster within the past 5 years, from the day of acceptance of the Agreement, regardless of rank, status or sub-membership.
- Companies involved in organized crime groups.
- Those who engage and are members of “sokaiya” racketeer groups, groups engaging in criminal activities under the pretext of conducting social campaigns or political activities, and crime groups specialized in intellectual crimes.
- Those that conforms to any of the preceding items.
You and ISR express and warrant to other parties not to conduct any acts/those that may be applicable to the list hereunder even if to be carried out by a third party.
- Violent request acts.
- Unfair request acts beyond legal responsibility.
- Conduct threatening and violent actions on transactions.
- Acts of discarding credit or obstructing business by using the dissemination of the rumor, spoofing or power.
- Those that conforms to any of the preceding items.
You and ISR can immediately cancel this Trial Service towards the future if one of the parties contravenes the representation and warranty set forth in section 6.1 and 6.2.
- When You or ISR has made the cancellation prescribed in section 6.3, this trial service will terminate on the day when the notice of cancellation reaches the party canceling the Trial Service.
- You and ISR shall not lose the right to claim damages against the other party even if the cancellation specified in this section is made. In addition, the rescinded party can not claim damages against the party who canceled it.
- You and ISR express and warrant that You and Your affiliates are not a person listed hereunder on the day You agreed to this Agreement and for as long as You are bound by this Agreement.
RESTRICTION AND TERMINATION OF USE
In using the Trial Service, You must not carry out matter/s that falls under any of the items listed in this section (hereinafter referred to as “Prohibited Items”). ISR reserves the right to restrict and/or terminate the Trial Service, with or without prior notice and recommendation, in the event of commission of any of the Prohibited Items. In the event that damage has been incurred, ISR may demand compensation from You.
- Violation contrary to law.
- Acts that causes loss or damage to third parties.
- Criminal acts, acts leading to criminal acts, or any similar acts.
- Acts that hinders the operation of this Trial Service, or any similar acts.
- Acts of using or providing harmful programs, such as computer viruses, through or in connection to this Trial Service.
- Acts of leaking business trade secrets and/or intellectual properties of ISR and third parties that were learned through the use of this Trial Service.
- Acts of providing information contrary to facts.
- Acts that infringe or may infringe third party or copyright and other rights of ISR.
- Acts that violate terms of the Agreement.
- Other acts that ISR deems inappropriate.
- In using the Trial Service, You must not carry out matter/s that falls under any of the items listed in this section (hereinafter referred to as “Prohibited Items”). ISR reserves the right to restrict and/or terminate the Trial Service, with or without prior notice and recommendation, in the event of commission of any of the Prohibited Items. In the event that damage has been incurred, ISR may demand compensation from You.
ISR shall be able to suspend all or a part/s of this Trial Service temporarily if it falls under any of the following items:
- When it is necessary to implement maintenance, and measures against disasters and other fortuitous event, for the equipments and facilities necessary for providing the Trial Service.
- When an electronic and telecommunication carrier ceases providing telecommunication services.
- When ISR deem it necessary.
- ISR shall be able to suspend all or a part/s of this Trial Service temporarily if it falls under any of the following items:
ABOLITION OF SERVICE
- ISR may, at its sole discretion, discontinue offering the Trial Service anytime and thus, it is exclusive of any warranty whatsoever.
TERM OF THE Agreement
- This Agreement shall commence upon Your acceptance of the terms and conditions, and shall be effective for a period of 30 days or earlier if restricted, terminated, suspended or abolished by ISR.
- ISR will not provide technical support for the usage of this Trial Service.
AS IS – NO WARRANTY
- The Trial Service is provided “AS-IS” basis and is exclusive of any warranty whatsoever, specially on data set and registered data during the entire 30 days trial period.
- If after the expiration of the Trial Service, pursuant to the provisions under section 10.1, there is no application for CloudGate UNO services from You, provided for a fee, and acceptance to the license agreement presented by ISR, all the datas set forth in section 12.1 will be deleted.
- If ISR terminates Your Trial Service privilege, pursuant to the provisions under section 7, or discontinues offering the Trial Service, pursuant to the provisions under section 9.1, the data set forth in section 12.1 will be deleted.
In no event shall ISR be held liable to You or any third party for any damages based on lost data or use, lost profit, sales, business, direct, indirect or damage of any kind or nature and, whether in contract, tort or any other theory of liability, whether or not You have been advised of the possibility of such damages.
CONTINUATION OF USE
When the Trial Service end and You intend to continue using CloudGate UNO, provided for a fee, You have to accept the License Agreement to be presented by ISR. It is highly encouraged to apply for CloudGate UNO before the expiration of your Trial Service to avoid data loss, as mentioned under section 12.
ISR may, in its sole discretion, revise the contents of the Agreement and will specify the date of implementation of the revisions. Thus, the content of the Agreement will be changed and implemented according to the revisions indicated in the notification. Continued usage of the Trial Service is considered an implied consent on Your part.
GOVERNING LAW AND JURISDICTIONAL COURT
This Agreement shall be governed by and interpreted in accordance to the laws of Japan. You hereby expressly agree to submit to the exclusive jurisdiction of the Tokyo District Court of the first instance, for the purpose of resolving any dispute under this Agreement.
- In case of doubt on the performance and matters not stipulated in the Agreement, You and ISR shall consult with each other and resolve the concerns satisfactorily. This Agreement was last updated on October 16, 2017. It is effective between You and ISR as of the date of You accepting this Agreement.