TERMS OF SERVICE

Version 1.1 (September 3, 2017)

IMPORTANT:

BEFORE USING THIS SERVICE, PLEASE READ THIS TERMS OF SERVICE (“TOS”) CAREFULLY. BY USING THE SERVICE YOU ARE ACCEPTING THE TERMS OF THIS TOS. IF YOU DO NOT ACCEPT THE TERMS OF THIS TOS, YOU MAY NOT USE THE SERVICE.

This TOS is a legal agreement between you and ROCRO Inc. (“LICENSOR”). This TOS governs your rights and obligations regarding the LICENSOR’s SaaS type cloud service named “ROCRO” and related software owned by LICENSOR and/or its third party licensors (including LICENSOR’s affiliates) and their respective affiliates (collectively, the “THIRD-PARTY SUPPLIERS”), together with any updates/upgrades provided by LICENSOR, any printed, on-line or other electronic documentation for such software, and any data files created by operation of such software (collectively, “SERVICE”).

Notwithstanding the foregoing, any software in SERVICE having a separate end user license agreement (including, but not limited to, GNU General Public license and Lesser/Library General Public License) shall be covered by such applicable separate end user license agreement in lieu of the terms of this TOS to the extent required by such separate end user license agreement.

RIGHTS

In accordance with the terms and conditions herein, you have the right to use SERVICE. SERVICE is protected by copyright and other intellectual property laws and international treaties.

All right and title in and to SERVICE (including, but not limited to, any images, photographs, animation, video, audio, music, text and “applets” incorporated into SERVICE) is owned by LICENSOR or one or more of the THIRD-PARTY SUPPLIERS.

GRANT OF LICENSE

LICENSOR grants you a non-sublicensable, non-exclusive, non-transferable license to use SERVICE. LICENSOR and the THIRD-PARTY SUPPLIERS expressly reserve all rights, title and interest (including, but not limited to, all intellectual property rights) in and to SERVICE that this TOS does not specifically grant to you.

REQUIREMENTS AND LIMITATIONS

You may not copy, publish, adapt, redistribute, attempt to derive source code, modify, reverse engineer, decompile, or disassemble any of SERVICE, whether in whole or in part, or create any derivative works from or of SERVICE unless such derivative works are intentionally facilitated by SERVICE. You may not bypass, modify, defeat or circumvent any of the functions or protections of SERVICE or any mechanisms operatively linked to SERVICE. You may not remove, alter, cover or deface any trademarks or notices on SERVICE. You may not share, distribute, rent, lease, sublicense, assign, transfer or sell SERVICE. The software, network services or other products other than SERVICE upon which SERVICE’s performance depends might be interrupted or discontinued at the discretion of the suppliers (software suppliers, service suppliers, or LICENSOR). LICENSOR and such suppliers do not warrant that SERVICE, network services or other products will continue to be available, or will operate without interruption or modification.

INTERNET CONNECTIVITY AND THIRD PARTY SERVICES

You acknowledge and agree that access to certain SERVICE features may require an internet connection for which you are solely responsible. Further, you are solely responsible for payment of any third party fees associated with your internet connection, including but not limited to internet service provider or airtime charges. Operation of SERVICE may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your internet connection and service. The provision, quality and security of such internet connectivity are the sole responsibility of the third party providing such service.

ACCOUNT

SERVICE uses OAuth protocol for its authentication and authorization. You may use SERVICE, when You authorize LICENSOR to access your resources (user email, private repositories, etc.) on GitHub or Bitbucket via OAuth. You are responsible for maintaining the confidentiality of your account in SERVICE and for all the activities occurred by using your account. LICENSOR reserves the right to access your account in order to respond to your requests for support. LICENSOR has the right, but not the obligation, to monitor your usage of SERVICE. You agree that LICENSOR may remove or disable any functionality or software of SERVICE at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such functionality or software), or for no reason at all.

AVAILABILITY

LICENSOR is responsible to make SERVICE available without downtime with commercially reasonable efforts except for scheduled maintenance and any unavailability caused by circumstances beyond LICENSOR’s reasonable control, including, but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or any unavailability of services provided by GitHub or Bitbucket.

FEES

You shall pay LICENSOR the fees in accordance with the terms set forth in the price list provided by LICENSOR; provided that LICENSOR may change any applicable fees upon thirty (30) days’ notice at any time and such new fees shall become effective for any subsequent renewal term. All payments shall be made in U.S. dollars.

OVERDUE

Any payments more than thirty (30) days overdue will bear a late payment fee of fourteen and six-tenths percent (14.6%) per month. LICENSOR

PAYMENT BY CREDIT CARD

If you are paying any fees by credit card, you shall provide LICENSOR complete and accurate information regarding the applicable credit card. You will promptly update its account information with any changes that may occur.

AUDIT

You will maintain, and LICENSOR will be entitled to audit, any records relevant to your use of SERVICE hereunder. LICENSOR may audit such records on reasonable notice at LICENSOR’s cost (or if the audits reveal material non-compliance with this TOS, at your cost).

SUBSCRIPTION OF UPGRADE OR DOWNGRADE

For any upgrade in a subscription level for a month-to-month service plan, SERVICE will immediately charge you any increase in subscription level plan cost pursuant to the billing method applicable to you prorated for the remaining term of your billing cycle. On the other hand, for any downgrade in a subscription level for a month-to-month service plan, any decrease in a subscription level plan cost shall only take effect upon the renewal date of the then current service plan. Your downgrading its subscription level may cause the loss of features or capacity of your account. SERVICE does not accept any liability for such loss.

LICENSOR DOES NOT ACCEPT ANY LIABILITY FOR SUCH LOSS

If any amount owing by you under this TOS for SERVICE is thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts you have authorized LICENSOR to charge to your credit card), LICENSOR may, in its sole discretion and without limiting its other rights and remedies, suspend your access to SERVICE and/or otherwise limit the functionality of SERVICE until such amounts are paid in full.

HIGH RISK ACTIVITIES

SERVICE is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of SERVICE could lead to death, personal injury, or severe physical or environmental damage (“HIGH RISK ACTIVITIES”). LICENSOR, each of the THIRD-PARTY SUPPLIERS, and each of their respective affiliates specifically disclaim any express or implied warranty, duty or condition of fitness for HIGH RISK ACTIVITIES.

EXCLUSION OF WARRANTY ON SERVICE

You acknowledge and agree that use of SERVICE is at your sole risk and that you are responsible for use of SERVICE. SERVICE is provided “AS IS,” without warranty, duty or condition of any kind.

LICENSOR AND EACH OF THE THIRD-PARTY SUPPLIERS (FOR PURPOSES OF THIS SECTION, LICENSOR AND EACH OF THE THIRD-PARTY SUPPLIERS SHALL BE COLLECTIVELY REFERRED TO AS “LICENSOR”) EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS (A) THAT THE FUNCTIONS CONTAINED IN ANY OF SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UPDATED, (B) THAT THE OPERATION OF ANY OF SERVICE WILL BE CORRECT OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED, (C) THAT SERVICE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, (D) THAT ANY SOFTWARE, NETWORK SERVICES (INCLUDING THE INTERNET) OR PRODUCTS (OTHER THAN SERVICE) UPON WHICH SERVICE’S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED, AND (E) REGARDING THE USE OR THE RESULTS OF THE USE OF SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR AN AUTHORIZED REPRESENTATIVE OF LICENSOR SHALL CREATE A WARRANTY, DUTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD SERVICE PROVE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You shall defend, indemnify and hold harmless LICENSOR, its officers and directors, employees and agents from any and all third party claims, damages, costs and (including reasonable attorney fees) arising out of your use of SERVICE in a manner not authorized by this TOS, and/or applicable law.

LIMITATION OF LIABILITY

LICENSOR AND EACH OF THE THIRD-PARTY SUPPLIERS (FOR PURPOSES OF THIS SECTION, LICENSOR AND EACH OF THE THIRD-PARTY SUPPLIERS SHALL BE COLLECTIVELY REFERRD TO AS “LICENSOR”) SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY RELATED TO SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE, DOWN TIME AND USER’S TIME, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EACH AND ALL OF THEIR AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS TOS SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR SERVICE BY YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

PRIVACY POLICY

LICENSOR shall not use your e-mail address and identifier provided by You for the purposes other than to provide SERVICE. LICENSOR shall not share your e-mail address and identifier with anyone except to comply with the law or protect its rights, itself and third parties from illegal, criminal or harmful conduct. LICENSOR collects non-personally-identifying information such as IP address, browser type, language preference, referring site, and the date and time of each visitor request. You agree to this form of monitoring, tracking and storage. LICENSOR may also store monitoring and statistical data about the customer’s usage of SERVICE and information about the software tested. These data may be published to the public in anonymized and aggregated manner. Information provided by you through SERVICE may be processed, stored or transferred to LICENSOR, its affiliates or agents which are located in countries outside of your country of residence. Data protection and information privacy laws in certain countries may not offer the same level of protection as your country of residence and you may have fewer legal rights in relation to your information processed and stored in, or transferred to, such countries. LICENSOR will use reasonable efforts to take appropriate technical and organizational steps to prevent unauthorized access to or disclosure of your information, but does not warrant it will eliminate all risk of misuse of such your information.

AUTOMATIC UPDATE FEATURE

From time to time, LICENSOR or the THIRD-PARTY SUPPLIERS may automatically update or otherwise modify SERVICE, including, but not limited to, for purposes of enhancement of security functions, error correction and improvement of functions, at such time as you interact with LICENSOR’s or third parties’ servers, or otherwise. Such updates or modifications may delete or change the nature of features or other aspects of SERVICE, including, but not limited to, functions you may rely upon. You acknowledge and agree that such activities may occur at LICENSOR’s sole discretion and that LICENSOR may condition continued use of SERVICE upon your acceptance of such update or modifications. Any updates/modifications shall be deemed to be, and shall constitute part of, SERVICE for purposes of this TOS. By acceptance of this TOS, you consent to such update/modification.

ENTIRE AGREEMENT, WAIVER, SEVERABILITY

This TOS, as amended and modified from time to time, is the entire agreement between you and LICENSOR with respect to SERVICE. The failure of LICENSOR to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any part of this TOS is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this TOS, and the other parts will remain in full force and effect. This TOS will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

EQUITABLE REMEDIES

Notwithstanding anything contained in this TOS to the contrary, you acknowledge and agree that any violation of or non-compliance with this TOS by you will cause irreparable harm to LICENSOR, for which monetary damages would be inadequate, and you consent to LICENSOR obtaining any injunctive or equitable relief that LICENSOR deems necessary or appropriate in such circumstances. LICENSOR may also take any legal and technical remedies to prevent violation of and/or to enforce this TOS, including, but not limited to, immediate termination of your use of SERVICE, If LICENSOR believes in its sole discretion that you are violating or intend to violate this TOS. These remedies are in addition to any other remedies LICENSOR may have at law, in equity or under contract.

TERMINATION

Without prejudice to any of its other rights, LICENSOR may terminate this TOS if you fail to comply with any of its terms. In case of such termination, you must cease all use, and destroy any copies, of SERVICE.

AMENDMENT

LICENSOR RESERVES THE RIGHT TO AMEND ANY OF THE TERMS OF THIS TOS AT ITS SOLE DISCRETION BY POSTING NOTICE ON A LICENSOR DESIGNATED WEB SITE, BY EMAIL NOTIFICATION TO AN EMAIL ADDRESS PROVIDED BY YOU, BY PROVIDING NOTICE AS PART OF THE PROCESS IN WHICH YOU OBTAIN UPGRADES/UPDATES OR BY ANY OTHER LEGALLY RECOGNIZABLE FORM OF NOTICE. If you do not agree to the amendment, you should promptly contact LICENSOR for instructions. Your continued use of SERVICE after the effective date of any such notice shall be deemed your agreement to be bound by such amendment.

THIRD-PARTY BENEFICIARIES

Each THIRD-PARTY SUPPLIER is an express intended third-party beneficiary of, and shall have the right to enforce, each provision of this TOS with respect to such party’s software used in SERVICE.

GOVERNING LAW AND JURISDICTION

This TOS and all matters related to SERVICE shall be governed by and interpreted in accordance with the laws of Japan. You and LICENSOR hereby submit to the exclusive jurisdiction of the Tokyo District Court for any disputes arising in connection with this TOS and SERVICE.

SShould you have any questions concerning this TOS, you may contact LICENSOR by writing to LICENSOR at: ROCRO Inc., 4-12-3 Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan.