Article 1. (Purpose)
Article 2. (Definitions)
- “JINS MEME” means the glasses-type wearable device which JINS sells.
- “SDK” means the software development kit, which includes programs for the development of applications for JINS MEME that JINS provides online to the Developer.
- “App” means the application software for JINS MEME.
- “Developer” means any entity or individual that develops the App by using the SDK.
- “Developed App” means the App that the Developer develops.
Article 3. (Use)
- The Developer (or its representative) shall accurately register necessary information when opening of an account is required to use the SDK.
Article 4. (License of the SDK)
- The Developer shall keep in strict confidence the ID and password issued in connection with the use of the SDK and shall not cause any third party to use the same.
- There may be instances where JINS will upgrade a version of the SDK at JINS’s determination. In such instance, JINS may discontinue support for the older versions of the SDK.
- The Developer will be able to obtain the most up to date SDK from JINS’s website for the Developer.
Article 5. (Intellectual Property Rights relating to the SDK)
Article 6. (No Warranty)
- The Developer uses upon understanding and agreeing that JINS provides no warranty as to the SDK’s completeness, accuracy, utility and non-infringement upon the rights or interests of any third party, and shall not claim or express objection to JINS regarding any of the matters set forth in the foregoing.
- If the Developer discovers that there is any defect in the SDK or any possibility of infringement upon the rights or interests of any third party, the Developer shall immediately inform JINS thereof.
- THE SDK IS PROVIDED “AS IS” BASIS. JINS MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SDK AND JINS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. DEVELOPER’S USE OF THE SDK IS AT ITS OWN DISCRETION AND RISK, AND DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SDK, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM, HARDWARE, SOFTWARE OR LOSS OF DATA.
Article 7. (Matters to be Complied with in Development)
- 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 on 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, other rules or the public order and morals, does not slander or defame any third parties, and does not interfere with the proper management of JINS’s business, nor that it contains any possibility or threat thereof.
- The Developer represents and warrants that the Developed App does not contain any harmful codes such as viruses intended to obstruct other hardware, software or network functions and other computer programs or data and that such harmful codes will not be incorporated in the future.
- The Developer shall not, by using SDK, produce, sell or distribute any App that has the same or similar function as the App provided by JINS under the name “JINS MEME”.
- The Developer shall pay, at its own responsibility and expense, any and all costs pertaining to the preparation, maintenance and communication for the device, communication lines and other communication environment, etc. of the computers that are necessary for using the SDK.
- The Developer shall maintain and manage the support for Developed App at its responsibility and expense, including providing its updated versions and responding to inquiries from the users of the Developed App or any other person.
- The Developer may not produce, sell or distribute the App that obtains personal information (including live data detected by the JINS MEME) from individuals who have not expressly consented to such obtaining of personal information.
- The Developer shall appropriately manage the personal information obtained by the Developed App and live data and other information detected by the JINS MEME by complying with the relevant laws and regulations, guidelines and other rules.
Article 8. (Matters to be Complied with concerning the Expression on the Developed App)
- The Developer shall comply with all design and trademark usage guidelines established by JINS (The “Design Guidelines”).
- In case the Developer displays the name “JINS MEME” in the Developed App, the Developer shall comply with the Design Guidelines. The use of any other indication (for example, indications of only “MEME” or “J!NS MEME”) is prohibited.
- The Developer may not make any representations, designations or other indications, such as “official,” that would cause a misunderstanding about the origin of or authorization for the App, or misrepresent that the Developed App is an App issued by JINS or an App that received JINS’s authorization.
- The Developer may not make any excessively violent expressions, openly sexual expressions, expressions tied to discrimination due to race, nationality, belief, sex, social status or lineage, expressions that induce or encourage suicide, acts of self-harm and drug abuse, or other expressions that contain anti-social content and cause offense to others in the Developed App.
Article 9. (Rights relating to the Developed App)
- The copyright of the Developed App shall be owned by the Developer; provided, however, that any and all intellectual property rights and properties related to the SDK shall be retained by JINS in accordance with the provisions of Article 5.
- Discontinue the sale or distribution of the Developed App;
- Discontinue the use of the SDK and destroy or return the SDK and any duplicates thereof in accordance with JINS’s instructions; and
- Destroy or delete any information concerning the SDK that is in the Developer’s possession and any deliverables obtained by using the SDK (including, without limitation, the Developed App), and promptly deliver a document certifying such destruction or deletion to JINS.
Article 11. (Discontinuation of Use and Discontinuation of Delivery)
- If any defect is discovered in the SDK, 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 demand the Developer to discontinue its use of the SDK. In such case, the Developer shall promptly discontinue its use of the SDK. JINS is not liable in any way for damages arising to the Developer by the discontinuance of use of the SDK according to this paragraph.
- If any defect or failure is discovered in the website delivering the SDK, if maintenance or inspection will be conducted for the said website, if it becomes difficult to deliver the SDK due to any force majeure event, including earthquake, lightning, fire, flood, natural disaster, war, terrorism and epidemic, or if JINS judges it necessary, JINS may discontinue all or part of the delivery of the SDK without the need to provide prior notice to the Developer. JINS shall in no way be liable for any damage caused to the Developer due to any discontinuation of the delivery of the SDK in accordance with this paragraph.
Article 12. (Limitation of Liability)
- JINS shall in no way be liable for any damage caused to the Developer due to the use of the SDK, regardless of the cause thereof, except for damage caused by the willful intention or gross negligence of JINS.
- Even if JINS becomes liable to provide any compensation for damage, the scope of the damage for which JINS shall be liable shall be limited to the normal and direct damage actually caused to the Developer due to the use of the SDK by the Developer, and the upper limit of such liability shall be USD 100. Irrespective of whether or not there is any foreseeability by JINS and the Developer, JINS and its directors, officers, employees, affiliate companies, agents, counterparties and licensors shall not be liable for any damage, indirect damage, incidental damage, punitive damage, consequential damage or lost profits caused by special circumstances.
Article 13. (Prohibited Acts)
The Developer may not engage in any of the following acts:
- Use the SDK for a purpose other than the Purpose of Use;
- Duplication, alteration, reverse engineering, reverse compiling or reverse assembly of the SDK, or other acts similar thereto;
- Assigning, leasing or providing as collateral to a third party or having a third party accept the SDK and the rights and obligations under this Agreement, whether with or without compensation;
- Developing an App by using the SDK in violation of applicable laws and regulations, restrictions of an administrative authority, any guidelines or other rules; or developing an App with the intent to damage or which may damage the life, limb or property, etc. of any person;
- Using the SDK in a manner that infringes upon the legal interests of other persons or violates the public order or morals;
- Engaging in any act which infringes or may infringe upon the honor, reputation, rights, or property, etc., of JINS or any third party, or any act in violation of the public order or morals by using the SDK; and
- Engaging in other acts JINS recognizes as being inappropriate.
Article 14. (Elimination of Anti-Social Forces)
- The Developer represents that it does not, and affirms that it will not hereafter, fall under any of the following: 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”), a racketeer advocating a social/political movement (“shakaiundo/ seijikatsudo-hyobogoro”) or a special intelligence organized crime group (“tokushuchinoboryokushudan”) or any other anti-social force equivalent to any of the foregoing (hereinafter collectively called “Anti-Social Forces”) and that it does not directly or indirectly engage in any negotiations with any Anti-Social Forces.
- The Developer affirms that it shall not engage in or cause any third party to engage in any of the following acts: (a) A violent act of demand; (b) An unjust act of making a demand going beyond legal responsibility; (c) An act of using intimidating words or actions or violence, in connection with transactions; (d) An act of undermining the honor or credibility of, or interfering with the business of, another person by spreading rumors or using fraudulent means or force; or (e) Any act equivalent to any of the foregoing.
Article 15. (Termination)
Article 16. (Personal Information)
Article 17. (Confidentiality Obligations)
- 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 may 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 to that effect, and 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 18. (Severability)
Article 19. (Survival)
Article 20. (Governing Law)
Article 21. (Jurisdiction)