Terms of Use (MaBeee application services)

Date: 2017-08-01

These terms of use (hereinafter referred to as the “Terms of Use”) for providing the dedicated application services (“the Applications”) of IoT-dry-cell-battery titled MaBeee (“the MaBeee”), which are being made available free of charge in appreciation of the patronage of the Applications by customers (hereinafter “Users”), set forth the terms and conditions with regard to the use of the Applications provided by Novars Inc. (hereinafter referred to as the “Company”). These Terms of Use are applicable to all Users of the Applications. Please read these Terms of Use carefully before you, the Users, use the Applications.

Article 1 (General Provisions)
1. These Terms of Use set forth the basic provisions regarding the use of the Applications provided and operated by the Company, which all Users are obligated to comply with. Users shall not use the Applications without first agreeing to these Terms of Use. If Users use the Applications, the Company shall deem that such User agree to these Terms of Use.
2. The term “the Application” in these Terms of Use shall be used as a generic term of “MaBeee Control”, “MaBeee Light”, “MaBeee Train”, and other individual applications provided by the Company or a third party licensed by the Company (“Individual Application”) in order to use MaBeee. Terms and conductions provided in any agreements separately agreed upon between the Company and Users, and any documents distributed, delivered, or posted to Users by the Company (collectively, the “Separate Terms of Use”) in relation to the Applications and Individual Application shall constitute a part of these Terms of Use.
3. Unless stipulated otherwise in the Separate Terms of Use and/or elsewhere, once Users agree to the Terms of Use in compliance to the provisions and procedures stipulated in Article 4, a Services Agreement (“the Services Agreement”) will be deemed to have been executed between the Company and Users in accordance with the provisions of these Terms of Use.
4. The recommended age of the Users age is 13 (thirteen) years of age or older, unless such individuals under the age of 13 have obtained parental/legal-guardian consent regarding the Terms of Use and the use of the Applications.

Article 2 (Modifications)
1. The Company may modify or supplement the Terms of Use at its discretion at any time. Unless the Company stipulates otherwise, such modifications or supplements shall be effective immediately upon the Company’s posting to that effect on the Company’s website (“the Website”) and in the Applications.
2. If Users do not agree to the modifications or supplements to the Terms of Use, such Users shall terminate the use of the Applications in accordance to the provisions and procedures stipulated in Article 13.
3. Users’ continued access and use of the Applications after the Terms of Use have been modified and/or supplemented constitutes such Users’ agreement to the modified Terms of Use. In addition, the preceding will apply also to Users who do not terminate the use of the Applications. Whenever modifying or supplementing the Terms of Use, the Company shall not be obligated to inform Users to that effect on an individual basis, whereby Users are individually responsible to periodically check the Applications for the most up-to-date Terms of Use.

Article 3 (Definitions)
As used in these Terms of Use, the following terms shall have the following meanings:
(i) “Contents” means the information that Users can access through using the Applications, including but not limited to articles, photos, videos, sounds, music or other sounds, images, software, programs, code and other data.
(ii) “Provided Contents” means any Contents or other information that is provided by the Company to Users.
(iii) “User Contents” means any Contents posted or otherwise transmitted by Users through their use of the Applications.
(iv) “User Information” means the true and accurate information that Users provide to the Company when applying for User Registration, and any other similar information as requested by the Company.
(v) “Partner” means any entity that provides or operates any separate services that are affiliated or provided in cooperation with the Applications, upon concluding partnership agreements and any other agreements with the Company.

Article 4 (Handing of User Information)
1. Users always shall provide true and accurate information whenever using the Applications or whenever transmitting any personal and other information requested by the Company in using the Applications.
2. Users shall be solely responsible for immediately correcting and modifying any erroneous information and making any needed changes to User Information. The Company shall not be held liable for any loss or damage incurred by Users as a result of Users’ providing any false, erroneous, or incomplete User Information.
3. User Information, and any other information collected by the Company from Users in relation to the Applications, shall be handled by the Company in accordance with the Privacy Policy separately established.

Article 5 (Use of The Applications)
1. Users may use the Applications within the scope and purposes specifically defined for the Applications, in accordance with the procedures posted on the Company Website, the instruction manual of the MaBeee or the Application and other procedures prescribed by the Company.
2. The Application shall be dedicated application for the MaBeee in order to control the electrical output or other matters of a device equipped with MaBeee and a commercially available dry battery. In order to use the Application, please be sure to purchase and use MaBeee. It is prohibited to use the Application for purposes other than using with MaBeee.
3. The Applications shall be available for Users’ private use and shall not be sold, distributed, developed or otherwise commercially exploited.
4. Users shall use the Applications solely “as is” and shall not reproduce, amend, change, modify or adapt the Applications in any way whatsoever.
5. Users shall be solely responsible for preparing and maintaining information and digital terminals, software, network connections and other network environments as needed for using the Applications, at the Users’ own expense.
6. Users shall agree in advance that the use of all or part of the Applications may be restricted by the Company due to the Company’s need to verify User identifications and User Information, and the need for Users to satisfy any other conditions deemed necessary by the Company.

Article 6 (User Contents)
1. Users shall declare and warrant with respect to their User Contents that they, the Users, are duly authorized to post or transmit their Contents, that User Contents do not infringe upon the intellectual property rights of any third parties, such as but not limited to copyrights, patent rights, utility model rights, trademark rights, design rights; publicity rights, and privacy rights. Users shall agree that the previous provision excludes any right to Users to be granted such rights and to file applications to obtain such rights; as well as rights to claim ideas or expertise in regard to such rights.
2. Copyrights to any User Content posted, uploaded, saved, or stored by Users shall remain with such Users and not with the Company; provided, however that Users shall hereby grant the Company a royalty-free license without restrictions to time frame or region to reproduce, adapt, publicly transmit or modify into publicly-transmittable form any User Content to the extent necessary for the provision and advertising of the Applications.
3. Users agree not to exercise any copywriters’ moral rights against the Company or any entity succeeding or licensing rights from Company.
4. Users shall obtain the express consent in advance from all third parties whenever Users post, share and disclose on the Applications photographs that include such third parties and photographs in which any individual third parties can be identified. Note that such consent is to be obtained from parents or legal guardians in the case of photographs including minors. It shall be the Users’ sole responsibility to resolve any disputes that arise between the Users and such third parties, parents, or legal guardians in regard to the posting, sharing, or disclosing of such photographs.
5. It shall be the Users’ sole responsibility to backup User Contents. The Company shall not be in any responsible or obligated to backup User Contents. Furthermore, the Company shall not be held liable whatsoever for any loss of data, including the loss of User Contents, which arise out of servers and/or systems going down, system errors, and any other unforeseen and unavoidable circumstances.

Article 7 (Use by Minors)
1. Users who are minors shall be permitted to use the Applications, including the use of Paid Contents, only upon obtaining parental/legal-guardian consent.
2. Even if any minors obtain the permission of the preceding paragraph, any minors must use the Application in accordance with instructions of parental/legal representatives. Any minors must always use the Application with parental/legal representatives.
3. Any minors using the Applications and who provided the Company with false information as to age, or who claimed to have been given parental/legal-guardian consent without actually obtaining such consent, or who have used fraudulent means to make the Company believe that such minors have legitimate legal capacity, will not be relieved from the full capacity of the law in terms of any legal actions that the Company might take in regard to such minors’ use of the Applications.
4. Users, who were minors at the time they first agreed to the Terms of Use and who continue to use the Applications after becoming adults, will be deemed by the Company to be subject to the full extent of the law in regard to any legal actions involving the Applications.

Article 8 (The Provision of Partner Services)
1. The company is able to provide Partner Services that are provided by Partners through the Applications. Whenever such Users use any services provided by the Company and Partner Services, Users must comply with these Terms of Uses, all the terms of use and other conditions established by Partners for the use of Partner Services, including any terms and conditions that are changed.
2. Nothing in the Terms of Uses shall be construed as a guarantee by the Company that the Partner Services: (a) are suitable to specific uses by Users, (b) meet User expectations with regard to function, product value, accuracy, usability, security, and lawfulness, (c) are in compliance with internal rules of applicable groups, (d) are free of defects, errors, bugs, and malfunctions in terms of security, or (e) do not infringe upon any rights of third parties.

Article 9 (Prohibited Acts)
1. Users shall not, and shall warrant that they (the Users) will not, engage in any of the following actions on their own behalf or through third parties in connection with their use of the Services, including Partner Services, which hereinafter shall apply in the same manner below.
(i) Any acts that violate or are likely to violate the Radio Law and other related laws, regulations, administrative rules or guidelines
(ii) Any acts of connecting to equipment other than the MaBeee and using the Application
(iii) Any acts of connecting the Application with the MaBeee and other devices in a manner other than the means of communication that the Company designates on our website or other methods
(iv) Any acts of using the Application without following the procedures posted on our website or the instruction manual of the MaBeee or the Application or other procedures defined by the Company
(v) Any illegal acts or any act that may endanger an infringement on the life, body, or property of another user or other third party
(vi) Any acts that cause the Applications to malfunction;
(vii) Any acts that use bugs or errors that that ordinarily would not be expected within the Applications, or any acts that employ, generate or distribute external tools for the purpose of creating effects that ordinarily would not be expected within the Applications;
(viii) Any acts that overload the Applications or servers of the Company, regardless of the means used;
(ix) Any acts in violation of applicable laws, regulations, legal decisions, court orders, or other legally binding administrative dispositions; or any acts that encourage such violations;
(x) Any fraudulent or threatening acts against the Company, other Users, or third parties;
(xi) Any acts that state untrue claims about the Company and/or other Users.
(xii) Any acts that are or may be in violation of public order and morality;
(xiii) Any acts that infringe or which are likely to infringe intellectual property rights, publicity rights, the privacy, the reputation, or any other rights or benefits of the Company, other Users, or third parties;
(xiv) Any acts to disassemble, decompile, reverse engineer or otherwise analyze the source codes of the Applications;
(xv) Any acts that cause damage to the Company, such as unlawfully accessing any of the systems connected to the Applications without authorization or modifying any information or data stored within the Company’s facilities;
(xvi) Any acts that copy, transmit, transfer, lend, or change the Applications;
(xvii) Any acts that disclose erroneous data or information ;
(xviii) Any acts conducted for the purpose of collecting the Company’s or other Users’ information;
(xix) Any acts that assume the false identity of the Company, third parties, or other Users;
(xx) Any acts that provide benefits to an Antisocial Forces;
(xxi) Any act in violation of the objective or purposes of the Terms of Use and the Applications; or
(xxii) Any other acts deemed inappropriate by the Company.

Article 10 (Violations)
1. If the Company deems that any of the following conditions apply or are likely to apply to any Users, the Company may, at its discretion, delete all or a part of such User’s Contents and other information, temporarily suspend or restrict the use by such Users of the Applications, take action to terminate the Terms of Uses (hereinafter collectively referred to as “Suspensions of Use”) without giving any prior notice.
(i) The User has violated any of the provisions in these Terms of Use.
(ii) All or part of the User Information provided by the User is found to have been false;
(iii) The User has deceased or received a ruling for guardianship, curatorship, or public assistance;
(iv) The User is a minor or a person under guardianship, curatorship or assistance, and has not obtained consent from the User’s statutory agent, guardian, curator or assigned assistant;
(v) The User has been found to be subject to a stop payment, to be declared insolvent, to have filed a petition to commence bankruptcy proceedings, to have undergone civil rehabilitation proceedings, to have undergone reorganization, to have undergone special liquidation or to have undergone any equivalent procedures;
(vi) The User does not respond to the Company’s inquiries or requests for responses, and 30 or more days have passed;
(vii) The User is or has been suspended from using the Applications, based on inappropriate use of the Applications;
(viii) The Company deems that the User may fail or failed actually to fulfill any responsibilities or obligations of these Terms of Use;
(ix) The User is, or is involved with, Antisocial Forces, engaging in the maintenance, operations, or management of such Antisocial Forces such as by providing financing or funds;
(x) The Company deems that the deletion, suspension or restriction of the Applications is necessary; or
(xi) The Company deems that reasons similar to the above exist.
2. Any Suspensions of Use shall not relieve the User of any responsibilities or obligations to compensate the Company or third parties under any user agreements, including, but not limited to, compensation for damages.
3. The Company shall reserve the right to retain and use any information provided by Users, even after the Company take Suspensions of Use.
4. If the Company deems that any of the provisions stipulated in Paragraph 1 apply or are likely to apply to a User, the Company may ask such Users to suspend the acts in violation and immediately delete the transmitted and posted information. Users shall comply with such requests in the terms specified by the Company.
5. The Company shall not in any way be held liable for any loss or damage incurred by Users as a result of the Company’s actions under this Article.

Article 11 (Damages)
1. If Users cause damage to the Company by violating any provision hereof or through the Users inappropriate use of the Applications, such Users shall be held liable for compensating the Company for any such damage, including any attorney and professional fees and any personnel expenses incurred by the Company.
2. The Company will not be held liable whatsoever for any loss or damage incurred by any Users in connection with the Users making use of the Services. Even in cases when such loss or damage are related to or arising from the Company’s gross negligence or willful misconduct, the damages to be compensated by the Company shall be limited to the direct and ordinary damages actually incurred due to reasons attributable to the Company

Article 12 (Confidentiality)
1. Users shall not use any information that is deemed to be confidential by the Company (“Confidential Information”) for any purpose other than in connection with their use of the Applications, and shall not provide, disclose or divulge Confidential Information to any third party without prior written consent of the Company.
2. Whenever requested by the Company, Users shall return or destroy any and all materials containing Confidential Information, including any reproductions, without delay and in a manner specified by the Company.

Article 13 (Termination by Users)
1. Users may terminate their use of the Services at any time by deleting the Applications and following procedures designated by the Company. Upon doing so, such Users will no longer be able to use the Applications.
2. Users shall agree in advance that they will no longer be given access to any information within the Applications in the event such Users erroneously delete the Applications or perform any other similar actions, and that such Users shall lose the right to use the Applications.
3. The Company may, at its discretion, delete any contents of Users who have terminated using the Applications, without giving any advance notice.
4. Even if Users terminate using the Applications, the Company may retain and use such User’s information provided by the Users to the Company.
5. If Users terminate using the Applications but later decide to resume using the Applications, such Users shall recontract to use the Applications. Such Users shall understand and agree in advance that even when the User shall use the Application again, any previous data in the Users’ previous User Accounts will not remain for continued use or be able to be recovered.
6. The Company, based on its discretion, shall be able to terminate their use of the Application that have been inactive for one (1) year or more, without giving notice in advance.
7. Even when Users terminate using the Applications, such Users shall not be relieved of any of the responsibilities or obligations (including, but not limited to, compensation for damages) in regard to the Company or other third parties under relevant User Agreement.

Article 14 (Terminations, or Suspensions of the Applications)
1. The Company reserves the right to make changes or additions to all or part of the Applications without giving prior notice to Users.
2. The Company reserves the right to terminate the provision or operations of all or part of the Applications at its discretion, upon which event the Company will notify Users to that effect in a manner deemed appropriate by the Company; provided, however, that such terminations may occur without advance notices in case of emergencies.
3. In the event of any of the following, the Company shall be able to temporarily suspend all or part of the Services without giving prior notice to Users:
(i) Emergency or regularly scheduled maintenance or repair work performed on the network devices for the Applications;
(ii) System overloads due to increased usage or other unexpected reasons;
(iii) There is a need to ensure the security of Users;
(iv) Telecommunications providers do not provide services;
(v) Provision of the Applications is rendered difficult due to a force majeure event;
(vi) Provision of the Applications is rendered difficult due to fires, power failures, accidents, wars, disputes, disturbances, riots, labor disputes, and such similar events;
(vii) Provision of the Applications is rendered difficult due to laws or regulations or due to any dispositions made in accordance with such laws or regulations; or
(viii) The Company deems it necessary to suspend the Applications for any reason equivalent to any of the preceding items.
4. The Company shall not in any way be held liable for any loss or damage incurred by Users as a result of the Company’s actions under this Article.

Article 15 (Ownership of Rights)
1. Any and all Intellectual Property Rights pertaining to the Contents provided by the Company through the Applications shall belong to and remain the property of the Company and/or the licensors licensing such Intellectual Property Rights to the Company.
2. The Company grants Users non-exclusive rights to use the Applications and Contents, solely within the scope needed for Users to use the Applications. However, the said granting of such non-exclusive-rights shall not imply whatsoever any authorization by the Company giving the right to grant any sub-license or right to use to third parties the right to reuse the Applications and Contents; any authorization giving Users intellectual property rights, rights of possession or similar rights in regard to the Contents; giving Users any right to freely dispose of Contents; or granting Users the right to give or transfer to third parties any other rights.
3. The Company’s trademarks, logos and service marks, (hereinafter collectively referred to as “Trademarks”) which may be displayed within the Applications shall not be construed to confer on Users or any third parties any license to use such Trademarks and shall not be construed to transfer any title thereto.

Article 16 (Disclaimer and Indemnification)
1. Nothing in the Terms of Uses shall be construed as a warranty by the Company that the contents or other information provided by the Company through the Applications: (a) are suitable to specific uses by Users, (b) meet User expectations with regard to function, product value, accuracy, usability, security, and lawfulness, (c) are in compliance with internal rules of applicable groups, or (d) are free of defects, errors, bugs, and malfunctions in terms of security, or (e) do not infringe upon any rights of third parties .
2. The Company shall make no warranty, guarantee, or representation that the Applications are suitable to all environments. In use under conditions other than the terms of use or recommended conditions stated on the Company Website, the User agrees in advance that there is a possibility of malfunction of the Application. The Company does not guarantee that the defect will be resolved due to the modification of the program or other methods executed by the Company.
3. The Company shall make no warranty, guarantee, or representation that the Applications are suitable to all information devices. Users shall understand that some malfunctions may arise in the Applications as a result of the OS updating the information device. In addition, the Company makes no warranty, guarantee, or representation that such defects or malfunctions will cease to exist.
4. Users shall note that a part of or all the Applications may become limited as a result of modifications to the Terms of Use of AppStore and GooglePlay.
5. The user agrees in advance that by using the Application, malfunction, failure may occur in the device installing the Application such as smartphone, the MaBeee, dry battery attached to the MaBeee or the device attached with the MaBeee or dry battery attached to the MaBeee. The Company shall not be responsible for any damage therefor.

Article 17 (Communications)
1. Any notices, including but not limited to notices in regard to modifications, additions, and amendments to the Terms of Use and any other communications regarding the Applications disseminated from the Company to Users shall be made by way of posting such notices and communications on relevant websites, emails, push notifications, and other means, as deemed appropriate by the Company.
2. Any notices provided by the Company by posting such notices to Users’ registered e-mail addresses shall be deemed to have reached the Users within the prescribed period of time.
3. Any inquiries regarding the Applications and any other communications or notices from Users to the Company shall be made using the inquiry form on the Company Website or by way of other means designated by the Company.
4. Upon Users’ content, the Company has to right to disseminate advertisements and promotions in regard to the Applications based on Users’ registered e-mail addresses and other User Information registered by Users.

Article 18 (Non-Assignment)
1. Unless prior written consent is obtained from the Company, Users shall not assign or pledge as security any title or right hereunder or under any user agreement to any third party, whether in whole or in part.
2. Users hereby agree in advance that in the event the Company transfers its business relating to the Services, the Company shall be able to transfer its title, rights and obligations also under all relevant user agreements, in addition to transferring User Information and other client data to the transferee. Any transfers of business as provided for in this paragraph shall include mergers through which the Company is dissolved, absorbed or spun off; or any split-ups of the Company under which the Company becomes the general successor.

Article 19 (Severability)
1. If any provision of the Terms of Use is found to be invalid or unenforceable under any applicable consumer protection laws or any other laws or regulations, the remainder of these Terms of Use shall continue in full force and effect; provided, however, that the Company and Users shall endeavor to correct or replace any legally invalid or unenforceable provisions to the extent necessary to make those provisions enforceable and bring the same legal and economic effects initially intended or contemplated based on the original provisions.
2. If any provision of the Terms of Use is determined to be void, invalid or unenforceable in whole or in part with respect to any User, such determination shall not affect the validity of our relationship with other Users.

Article 20 (Governing Law, Jurisdiction, and Language)
These Terms of Use shall be governed by the laws of Japan, and any disputes arising out of or in connection with these Terms of Use shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance. In the event of any discrepancy or inconsistency between the English and Japanese versions of these Terms of Use, the Japanese version shall prevail.

Enactment August 1st 2017

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