THIS TERMS OF USE AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU") AND RICOH COMPANY, LTD. ("RCL", "WE", "OUR", OR "US") THAT WILL GOVERN YOUR INTERACTION WITH THE RICOH360 TOURS SERVICE PARTNER PROGRAM AND ITS RELATED SERVICE, THE ASSOCIATED WEBSITE, RELATED APPLICATIONS, DOCUMENTATION, BADGE (SPECIFIED IN SECTION 1.1) HARDWARE PRODUCTS SOLD BY RCL, INFORMATION, AND OTHER MATERIALS PROVIDED BY RCL (COLLECTIVELY, THE "SERVICE").
OUR PRIVACY POLICY, WHICH IS INCORPORATED HERE BY REFERENCE, IS AVAILABLE AT https://www.ricoh360.com/privacy/ ("The RICOH Web Site").
BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RCL, AND (3)YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS YOU, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS YOU WHEN YOU REGISTER FOR THE SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT FULLY UNDERSTAND ANY PART OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICE.
You represent that you are not barred from participating the Service under any applicable law and that you will be responsible for all activities that occur under your participation of the Service and use of your Badge. You shall not allow any other individual or legal entity to access or use your Badge, and you are responsible for taking reasonable steps to protect your Badge from unauthorized access or use. In order to avoid the doubt, your Badge may be used by only you as an individual person who are provided the Badge. If you become aware that someone else has used your Badge, you must immediately notify RCL.
You acknowledge and agree that the Service uses and contains confidential and proprietary information and technology of RCL and its affiliates and embodies trade secrets and intellectual property of RCL and its affiliates and/or its licensors protected under copyright and other laws of the United States of America, Canada, Japan and/or other countries, and by international treaty provisions (collectively referred to as "RCL Intellectual Property Rights"). As between the parties, except for the limited right to access and use the Service granted herein, RCL and/or its licensors retain all right, title, and interest in and to RCL Intellectual Property Rights, including but not limited to: (a) all software code (source and object), functionality, technology, system or network architecture and user interfaces, CG contents and all modifications thereto; (b) all ideas, trade secrets, inventions, patents, copyrights and other intellectual property rights with respect to the Service; (c) all evaluations, comments, ideas and suggestions made by you regarding the Service, even if those are incorporated into subsequent versions, and (d) any modifications or derivative works developed from RCL Intellectual Property Rights. You agree to treat, protect and maintain, RCL Intellectual Property Rights as strictly confidential. The names "リコー", "RICOH", "Ricoh", "RICOH THETA", "RICOH360 - Tours" and other names and marks used in provision of the Service are trademarks or registered trademarks of RCL, its affiliates, or licensors, and may not be used without permission of RCL.
Subject to the terms, conditions and restrictions of this Agreement, RCL grants you a limited, revocable, non-exclusive, non-transferable, non-sub licensable license to access and use the Service via the Website for the duration of the Term, in accordance with this Agreement and the user interface parameters and instructions established on the Service or provided separately by RCL. Under no circumstances may you (a) alter or create derivative works based upon all or part of the Service; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or architecture of the Service; (c) take or facilitate any action that might damage, degrade, impair, or compromise the Service in any respect, including but not limited to any hack, hijack, denial of service attack or any unreasonably excessive use of the Service; (d) bypass or breach any security device or protection; (e) use the Service or RCL Intellectual Property Rights (including CG contents) for any purpose other than as provided herein; (f) use the Service for any fraudulent, harmful, illegal, immoral or unethical purpose; (g) duplicate, sell, copy, loan, rent, transfer, lease, sublicense, assign, distribute, make available for timesharing or otherwise make available for the benefit of third parties (whether for a fee or otherwise) the Service, in whole or in part; (h) remove, delete, alter or obscure any trademark, specifications, documentation, patent or other proprietary rights notices related to the Service, or (i) commit any other acts or omissions which may adversely affect the Service or other operations, business or reputation of RCL or any third party. Furthermore, you shall not permit or facilitate any other person to undertake any of the foregoing.
You agree to indemnify and hold RCL its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “RCL parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a)your Customer Tour Content; (b) your use of, or inability to use, the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. RCL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RCL in asserting any available defenses. This provision does not require you to indemnify any of the RCL Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any services provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement or your access to the Service.
You agree to compensate in its entirety if your use of the Badge cause damage to RCL’s goodwill, reputation or lost profit or loss of business.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE IS BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE RCL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. RCL DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT IT WILL SUCCESSFULLY PERFORM AS INTENDED; THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR APPROPRIATELY BACKING UP OF YOUR CUSTOMER TOUR CONTENT, AND ACCORDINGLY RCL WILL HAVE NO LIABILITY FOR ANY DATA LOSS THAT OCCURS IN CONNECTION WITH YOUR INTERACTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF WARRANTIES OR CONDITIONS, SO SOME OR ALL OF THE DISCLAIMERS ABOVE MAY NOT APPLY IF PROHIBITED BY LAW.
UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION, IN NO EVENT WILL THE RCL PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVCE, OR YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR WEBSITE, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING TYPES OF DAMAGES: LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, ATTORNEYS’ FEES, DOWNTIME COSTS, AND LOSS OF USE OF EQUIPMENT, REGARDLESS OF WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR PRODUCT LIABILITY THEORIES. THESE LIMITATIONS ON LIABILITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT RCL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN LIABILITIES SUCH AS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS STATED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREUNDER FAILS IN ITS ESSENTIAL PURPOSE.
Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with RCL and limits the manner in which you can seek relief from us.
It is RCL’s policy to terminate the offering of the Service to any of you who repeatedly infringes copyright upon prompt notification to RCL by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Service of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for RCL for notice of claims of copyright infringement is as follows: https://help.ricoh360.com/hc/requests/new.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and RCL agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the Tokyo district court. No claim or litigation may be brought regarding this Agreement or relating to the Service more than two (2) years after the cause of action has arisen.
This Agreement is made under and shall be interpreted in accordance with the laws of Japan, without giving effect to any principles that provide for the application of the law of another jurisdiction excluding its choice of law and conflict of law provisions. The parties hereto expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded, and it shall not apply to this Agreement.
This Agreement sets forth the complete and final understanding of RCL and you with respect to the subject matter of this Agreement and supersedes all other agreements or understandings on the topic.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Failure of RCL to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision.
All of the RCL Parties and RCL’s licensors are direct and intended third-party beneficiaries of this Agreement and may enforce it against you.
Goods, software, services or technical information made available to you in connection with the Service or otherwise under or in relation to this Agreement may be controlled by export regulations of your jurisdiction, or any other jurisdiction that apply to you or your business (hereinafter collectively referred to as the "Export Regulations"). You shall ensure that all activities involving distribution and export/re-export of those goods, software, services or technical information are in compliance with all laws, regulations, including without limitation U.S. Export Administration Regulations ("EAR"), U.S. International Traffic in Arms Regulations ("ITAR") and sanctions list of U.S. Office of Foreign Assets Control ("OFAC"), orders or other restrictions of the Export Regulations. Furthermore, you shall comply with any other applicable laws, rules, and regulations of any governmental body, agency, or other competent authority.
In addition, you represent and warrant with your use of this Service that:
(1) You are not subject to sanctions of Export Regulations specified by Japanese government agencies. (Export Regulations include a list of foreign users specified by the Ministry of Economy, Trade and Industry of Japan.)
(2) You are not subject to sanctions of Export Regulations specified by U.S. government agencies. (Export Regulations include a list of foreign users specified by EAR, ITAR and OFAC)
(3) You are not subject to sanctions of Export Regulations specified by other government agencies.
Neither this Agreement nor the rights or licenses granted under this Agreement may be assigned, sublicensed or otherwise transferred by you. RCL may assign this Agreement or any of its rights under this Agreement, without prior notice to you. RCL may subcontract any or all of its obligations under this Agreement without prior written notice to you.
You shall not divulge to any third party any of RCL's business secrets (including confidential communications) obtained in connection with the Services. You shall not assume any obligation of confidentiality set forth in the preceding sentence to the extent that a court order or compulsory disposition is made in accordance with laws and regulations. Notwithstanding the foregoing, you shall not assume any obligation of confidentiality under this paragraph with respect to any information falling under any one of the following:
(1) Information already in the possession of you,
(2) Information received from a third party with due authority for disclosure without obligation of confidentiality,
(3) Information that is in the public domain or in the public domain at the time of receipt,
(4) Information that is in the public domain or becomes available to the public through no fault of you after receipt,
(5) Any information independently invented or developed by you without the use of or reference to RCL's confidential information.
RCL shall not be liable for any failure to provide the Service, or otherwise perform its obligations under this Agreement, to the extent resulting from fire, flood, earthquake, storm, riot, insurrection, acts of terrorism or a foreign enemy, epidemic or any other cause that is not caused by RCL.
You acknowledge that the unauthorized disclosure or use of the Service, any related documentation or of RCL’s Intellectual Property Rights or breach of your confidentiality undertaking in violation of this Agreement would cause irreparable injury to RCL for which remedies at law would be inadequate. Accordingly, RCL may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of the provisions of this Agreement.
You agree and certify that you are of the legal age of majority in your territory of residence and, if applicable, is duly authorized by your employer to enter into this Agreement.
The provisions of Section 4, Section 6, Section 7, Section 8, Section 9, Section 10 and Section 11 shall survive any termination for whatever reason of this Agreement and regardless of who terminates the Agreement.
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