JINS MEME Platform TERMS OF USE

PLEASE CAREFULLY READ THESE JINS MEME PLATFORM TERMS OF USE (these “Terms of Use”) BEFORE APPLYING FOR THE USE OF JINS MEME PLATFORM (as defined in Article 2). IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT APPLY FOR THE USE OF JINS MEME PLATFORM. APPLYING FOR THE USE OF OR ACCESSING JINS MEME PLATFORM INDICATES THAT YOU HAVE AGREED TO AND WILL BE BOUND BY THESE TERMS OF USE.

Article 1. (Purpose)

The purpose of these Terms of Use is to set forth the conditions under which JINS Inc. (“JINS”) will license the use of JINS MEME Platform to the Developer (as defined in Article 2).
The Developer shall carefully read these Terms of Use, and use JINS MEME Platform solely for the purpose of developing the Developed App (as defined in Article 2) (the “Purpose of Use”), in accordance with the conditions set forth in these Terms of Use. In addition, in developing the Developed App by using the items separately provided by JINS, such as JINS MEME Platform, JINS MEME (as defined in Article 2) or any prototypes thereof, etc., the Developer shall comply with the conditions for use, etc., set forth by JINS in respect thereto.

Article 2. (Definitions)

As used in these Terms of Use, the following terms shall have the following respective meanings:

“JINS MEME” means the glasses-type wearable device sold by JINS.
“JINS MEME Platform” means the Web API provided by JINS to be used by the Developer in order for the Developer to develop the Developed APP, and includes any and all data, such as JINS MEME Data, and programs, etc., which can be accessed and used through such API.
“Developer” means any entity or individual that develops a Developed APP by using JINS MEME Platform.
“Developed App” means application software for JINS MEME designed for the internet, personal computers and smartphones which is developed by the Developer.
“JINS MEME Data” means the biometric data of JINS MEME users that is found or detected by JINS MEME.
“Agreement” means the License Agreement for JINS MEME Platform between JINS and the Developer in accordance with the conditions set forth in these Terms of Use, which is executed when the Developer applies to JINS for the use of JINS MEME Platform and JINS accepts such application.

Article 3. (Application for Use)

The Developer shall apply for the use of JINS MEME Platform after reading, fully understanding and agreeing to these Terms of Use.
When applying for the use, the Developer shall accurately fill in the information required in the application form. JINS may decide, at its own discretion, not to accept the application for use if there is any omission or misstatement in such application form.
If a minor is to apply for the use of JINS MEME Platform as a Developer, the minor shall obtain consent from a person who has parental authority over him/her, and submit such person’s written consent to JINS at its request; provided, however, that children under 13 years old may not apply for the use of JINS MEME Platform.
JINS may decide, at its own discretion, not to accept an application for use from any person who operates a business that competes with that of JINS, any person intending to use JINS MEME Platform in breach of these Terms of Use, any person not intending or having the capacity to develop an app, or any other person whom JINS considers inappropriate.

Article 4. (Provision of JINS MEME Platform)

JINS grants the Developer a non-exclusive, non-sublicensable and non-assignable right to use JINS MEME Platform in accordance with the conditions set forth in these Terms of Use.
The Developer shall keep the ID and SECRET issued in accordance with the Agreement in strict confidence and shall not allow any third party to use the same.
JINS may upgrade a version of JINS MEME Platform at its own discretion. In such instance, JINS may discontinue the license for the former version of JINS MEME Platform.

Article 5. (Intellectual Property Rights relating to JINS MEME Platform)

Any intellectual property rights, etc. that are related to JINS MEME Platform (including each and every industrial property right (patent rights, utility model rights, trademark rights and design rights), any such rights that are pending, and any rights to apply for such rights, as well as copyrights, ideas, concepts, knowhow, technical information and other economic benefits; the same shall apply hereinafter) shall be owned by JINS or the rightsholder who has the legitimate right thereto. Except as expressly set forth in these Terms of Use, JINS does not assign, license, or otherwise grant of any intellectual property rights, etc. relating to JINS MEME Platform to the Developer.

Article 6. (No Warranty)

The Developer shall apply for the use of JINS MEME Platform based on understanding and agreeing that JINS provides no warranty as to JINS MEME Platform’s completeness, accuracy, utility and non-infringement upon the rights or interests of any third party, and shall not state any complaints, etc., regarding any of the foregoing matters.
If a Developer discovers any security flaw or any other defect in JINS MEME Platform, or discovers any possibility of infringement upon the rights or interests of any third party, the Developer shall immediately inform JINS thereof and provide necessary cooperation in order to repair such defect or avoid such infringement.
JINS MEME PLATFORM IS PROVIDED “AS IS” AND JINS MAKES NO WARRANTIES WITH REGARD THERETO, WHETHER EXPRESS, IMPLIED OR STATUTORY. IN ADDITION, JINS EXPRESSLY DENIES ANY AND ALL LIABILITIES　OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE DEVELOPER’S USE OF JINS MEME PLATFORM IS AT ITS OWN DISCRETION AND RISK, AND THE DEVELOPER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF JINS MEME PLATFORM, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO THE DEVELOPER’S COMPUTER SYSTEM, HARDWARE OR SOFTWARE, OR LOSS OF DATA.

Article 7. (Matters to be Complied with in Development)

The Developer may use JINS MEME Platform solely for the Purpose of Use. The Developer may not design or develop any software or services other than the Developed App by using JINS MEME Platform. In addition, the Developer may not design, develop or provide any API, software or services that have functions similar to those of JINS MEME Platform or JINS MEME.
The Developer warrants that the Developed App will be developed independently by the Developer and that the use of the Developed App does not infringe upon the rights and interests of third parties and does not constitute a breach of contract with a third party.
The Developer represents and warrants that the Developed App is not in violation of any laws and regulations, guidelines, etc. or public order and morals, does not slander or defame any third parties, does not interfere with the proper management of JINS’s business, and does not contain anything that is likely to result in any of the above.
The Developer represents and warrants that the Developed App does not contain any harmful code such as viruses or other computer programs or data, etc. that is intended to obstruct other hardware, software or network functions, and that the Developed App will not contain such harmful code in the future.
With respect to the Developed App accessing JINS MEME Platform, the Developer shall cause the Developed App to conform to the user authentication system mounted on JINS MEME Platform and may not use any authentication interface other than that provided by JINS.
The Developer shall take necessary measures to ensure the security of the Developed App.
When a user of a Developed App starts the Developed App for the first time, the Developer shall expressly state that such Developed App uses JINS MEME Data and expressly show the Privacy Policy for such Developed App without fail.
The Developer may not produce, sell or distribute any application software that obtains personal information (including JINS MEME Data) from individuals who have not expressly consented to such obtaining of personal information.
The Developer shall not use any information of a Developed App user (including any JINS MEME Data) for, among other acts, delivering advertisements or sending promotional emails, or disclose or provide the same to any third party, without the express consent of such user.
The Developer shall maintain the confidentiality of and appropriately manage the personal information obtained by the Developed App, the JINS MEME Data and other information by complying with relevant laws and regulations and guidelines, etc. (including enforcing and disclosing the Privacy Policy applied to the Developed App).
The Developer shall not sell or distribute, in any form, any information obtained by using JINS MEME Platform without the express consent of user of a Developed App, and shall not disclose or provide the same to any third party including but not limited to broker or reseller.
If the Developer is requested by the user of a Developed App to delete any JINS MEME Data or any other information of such user, the Developer shall comply with such request at its own responsibility.
If there is any complaint brought by any third party in relation to the Developed App or due to the Developer’s breach of these Terms of Use, the Developer shall resolve such complaint at its own expense and responsibility. If JINS suffers any damage as a result thereof, the Developer shall immediately provide compensation for such damage to JINS, and shall not cause any inconvenience to JINS. To the fullest extent permitted by law, the Developer shall defend, indemnify and hold harmless JINS, its related companies, vendors, customers and their respective directors, partners, shareholders, officers, agents and employees (each, an “Indemnified Party”), from and against all loss, damage, liability and expense (including court costs and attorneys’ fees) (collectively, “Losses”) resulting from any damage to life, limb or property suffered by any Indemnified Party due to the Developer’s negligent acts or omissions, whether active or passive; provided, however, that this shall not apply to any Losses caused by the willful misconduct or gross negligence of JINS or an Indemnified Party. The Developer shall defend, indemnify and hold harmless any Indemnified Party from and against any claims, suits or proceedings which are filed based on an allegation that such Developer’s Developed App has infringed upon or violated a patent right, copyright, trademark or any other right of a third party.

Article 8. (Matters to be Complied with Regarding Expressions on Developed App)

The Developer shall comply with the guidelines established by JINS with respect to the design and trademark usage of the Developed App (the “Design Guidelines”).
The Developer shall comply with the Design Guidelines with respect to the expression of the name “JINS MEME” in the Developed App. The use of any other indication (for example, indications of only “MEME” or “J!NS MEME”) is prohibited.
The Developer shall not make any representations or indications regarding the Developed App, such as “official,” that may cause a misunderstanding about the origin of or authorization for the Developed App, or misrepresent that the Developed App is an application software issued by JINS or an application software that has received JINS’s recognition.
In the Developed App, the Developer shall not make any excessively violent expressions, openly sexual expressions, expressions that lead to discrimination due to race, nationality, belief, gender, social status or lineage, etc., expressions that induce or encourage suicide, acts of self-harm or drug abuse, or other expressions that contain anti-social content or are offensive to others.

Article 9. (Prohibited Acts)

The Developer shall not engage in any of the following acts:

Using JINS MEME Platform for a purpose other than the Purpose of Use;
Reverse engineering, duplicating, altering, decompiling or disassembling any service or data with respect to JINS MEME Platform, or engaging in any acts similar thereto;
Accessing the network or system of JINS MEME Platform improperly or placing excessive load thereon;
Selling or distributing information obtained through the use of JINS MEME Platform;
Disclosing information obtained through the use of JINS MEME Platform to any third party including but not limited to broker or reseller;
Disposing of JINS MEME Platform and any rights and obligations under the Agreement, with or without consideration, including by assigning, loaning or providing the same as collateral to a third party or having a third party undertake the same;
Assigning or sublicensing to a third party the rights to use JINS MEME Platform as set forth in Article 4.1 of these Terms of Use;
By using JINS MEME Platform, developing any application software that violates applicable laws and regulations, or restrictions or guidelines, etc. of any administrative authority, or that is intended to or is likely to infringe upon the life, limb or property, etc. of any person;
Using JINS MEME Platform in a manner that infringes upon the legal interests of other persons or violates public order or morals;
By using JINS MEME Platform, engaging in any act which infringes or is likely to infringe upon the reputation, credibility, rights or property, etc., of JINS or any third party, or any act that violates or is likely to violate public order or morals; and
Engaging in any other acts that JINS recognizes as inappropriate.

Article 10 (Rights Relating to the Developed App)

The copyright of the Developed App is owned by the Developer; provided, however, that any and all intellectual property rights, etc. related to JINS MEME Platform shall be owned by JINS as provided for in Article 5 of these Terms of Use.
The Developer may sell or distribute the Developed App through the App Store, Google Play or any other channel, subject to these Terms of Use.

Article 11. (Measures to be Taken upon Breach of these Terms of Use)

If JINS reasonably determines that the Developer or the Developed App has breached these Terms of Use, JINS may instruct the Developer to take any or all of the following measures, and the Developer shall comply therewith:
Discontinue the sale or distribution of the Developed App;
Modify the Developed App so that the contents no longer breach these Terms of Use;
Discontinue the use of JINS MEME Platform; and
Destroy or delete any information concerning JINS MEME Platform that is in the Developer’s possession and any deliverables obtained by using JINS MEME Platform (including, without limitation, the Developed App), and promptly deliver a document certifying such destruction or deletion to JINS.
JINS shall not be liable for any damage suffered by the Developer due to the instructions set forth in Article 11.1.

Article 12. (Discontinuation of Use and Delivery)

If any defect is discovered in JINS MEME Platform, or if any possibility of infringement upon the rights or interests of any third parties is discovered, or if JINS judges it necessary, JINS may request the Developer to discontinue its use of JINS MEME Platform. In such case, the Developer shall promptly respond to such request to discontinue its use of JINS MEME Platform. JINS shall not be liable in any way for any damage suffered by the Developer due to any discontinuation of the use of JINS MEME Platform in accordance with this Article 12.1.
If any failure, etc. is discovered in the website delivering JINS MEME Platform, if maintenance or inspection is to be conducted for the said website, if it becomes difficult to use JINS MEME Platform due to any force majeure event, such as earthquake, lightning, fire, flood, natural disaster, war, terrorism or epidemic, or if JINS judges it necessary, JINS may discontinue all or part of the use of JINS MEME Platform without giving prior notice to the Developer. JINS shall not be liable in any way for any damage suffered by the Developer due to any discontinuation of the use of JINS MEME Platform in accordance with this Article 12.2.

Article 13. (Limitation of Liability)

JINS and its directors, officers, employees, related companies, agents, counterparties and licensors (collectively, “JINS” in this Article 13) shall not be liable in any way to provide compensation for any damage suffered by the Developer due to the use of JINS MEME Platform, regardless of the cause of claim; provided, however, that this shall not apply to any damage caused by the willful misconduct or gross negligence of JINS.
Even if JINS becomes liable to provide any compensation for damage, the scope of the damage for which JINS is liable shall be limited to the direct damage normally arising and actually suffered by the Developer due to its use of JINS MEME Platform, and the upper limit of such liability shall be [USD 100]. JINS shall not be liable for any damage, indirect damage, incidental damage, punitive damage, consequential damage or lost profits caused by special circumstances, regardless of whether or not such damage was foreseeable by JINS or the Developer.

Article 14. (Export Control)

If the Developer is to export or provide any goods or technology provided by JINS in accordance with the Agreement and these Terms of Use, the Developer shall carry out the necessary procedures for obtaining export permission, etc. in accordance with the Foreign Exchange and Foreign Trade Act, etc.
The Developer shall not use, by itself, any goods or technology that it uses, which have been provided, supplied or loaned, etc. by JINS pursuant to the Agreement and these Terms of Use, for the purpose of design, manufacture, use or storage of weapons of mass destruction, etc., or otherwise, and shall not directly or indirectly export or provide the same to any other person for such purpose.

The Developer represents that it does not, and affirms that it will not hereafter, fall under an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate extortionist (sokaiya), etc., a racketeer advocating a social movement (shakaiundo-hyobogoro) or a special intelligence organized crime group (tokushuchino-boryokushudan), etc., or any other person equivalent to any of the foregoing (collectively, “Anti-Social Forces”), and that it does not directly or indirectly engage in negotiations with any Anti-Social Forces.
The Developer affirms that it shall not engage in any of the following acts, either by itself or through a third party:
A violent act of demand;
An unjust act of making a demand going beyond its legal responsibility;
An act of using intimidating words or actions, or violence, in connection with transactions;
An act of undermining JINS’s credibility, or interfering with its business, by spreading rumors or using fraudulent means or force; or
Any act equivalent to any of the foregoing.

Article 16. (Cancellation)

that the Developer has breached these Terms of Use, JINS may cancel the Agreement, without prior notice and at its sole discretion. In such case, JINS may instruct the Developer to take the measures set forth in Article 11, and the Developer shall comply therewith. Even if the Developer suffers any damage due to cancellation of the Agreement or any instruction given in accordance with this Article 16, JINS shall not be liable in any way to provide compensation for such damage.

Article 17. (Personal Information)

The handling of personal information provided by the Developer when it applies for the use of JINE MEME Platform shall be subject to the Privacy Policy concerning the use of JINS MEME (https://jinsmeme.com/privacy).

Article 18. (Confidentiality Obligations)

As used in these Terms of Use, confidential information means the fact that the Agreement has been executed, the contents of the Agreement and any technical or business information disclosed or provided by JINS to the Developer in relation to the Agreement, which is identified as confidential by JINS at the time of disclosure. Confidential information includes, without limitation, of JINS MEME Platform; provided, however, that confidential information does not include any information that:
was already in the public domain before the Developer obtained such information from JINS;
becomes publicly known through no fault of the Developer after the Developer obtains such information from JINS;
was already in the possession of the Developer prior to obtaining such information from JINS;
was obtained from a duly authorized third party without any confidentiality obligations after the Developer obtained such information from JINS; or
is independently developed by the Developer without reference to any confidential information.
The Developer shall handle confidential information in strict confidence with the due care of a good manager and shall neither disclose or divulge such confidential information to a third party without JINS’s prior written approval nor use the same for any purpose other than for the Purpose of Use.
Unless otherwise prohibited by JINS, the Developer may copy or duplicate confidential information to the minimum extent necessary for the Purpose of Use. Such copies or duplicates shall also be handled as confidential information.
If the Developer makes a new invention or discovery, etc. (simply, “Invention”) based on any confidential information, the Developer shall immediately notify JINS of that effect, and JINS and the Developer shall decide upon the application for and handling of the Invention through mutual consultation. The Developer shall not apply for any patents, utility model rights or any other intellectual property rights in relation to the Invention without JINS’s prior written approval.

Article 19. (Severability)

Even if any provision of these Terms of Use is held invalid by applicable laws or regulations or by a decision of a court, etc., the remaining provisions of these Terms of Use shall continue to remain in effect.

Article 20. (Survival)

Even if the Agreement is terminated due to cancellation or any other reason, Articles 5 to 7, 9 to 13, and16 to 23 of these Terms of Use shall validly survive the termination thereof.

Article 21. (Governing Law)

Any dispute relating to these Terms of Use, the Agreement, and the Developed App shall be governed by the laws of Japan.

Article 22. (Jurisdiction)

The Tokyo district court shall be the exclusive agreed jurisdiction at the first instance concerning any disputes relating to these Terms of Use, the Agreement and the Developed App.

Article 23. (Language)

These Terms of Use are written in the Japanese language. Any translation thereof in other languages in made solely for the reference purpose and if there is any discrepancy between the Japanese version and the other language version, the Japanese version shall always prevail.

End

Revised: 2022-08-26