Last updated: July 17, 2024
THESE TERMS OF USE ("AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER” OR “YOU”). IF YOU ENTER INTO THE AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND THE COMPANY YOU HAVE NAMED AS THE CUSTOMER. ALL REFERENCES TO "YOU" IN THIS AGREEMENT THEREAFTER SHALL REFER TO YOUR COMPANY.) AND RICOH COMPANY, LTD. (“RCL”, “WE“, “OUR“, OR “US“) THAT WILL GOVERN CUSTOMER’S INTERACTION WITH THE SERVICE (AS SET FORTH IN ARTICLE 1).
RCL MAY ESTABLISH ADDITIONAL TERMS, RULES, GUIDELINES, SPECIAL TERMS AND CONDITIONS, SEPARATELY FROM THIS AGREEMENT, THAT RCL MAY PROVIDE IN CONNECTION WITH THE PROVISION OF THE SERVICES (COLLECTIVELY, “OTHER RULES”). ANY AND ALL OTHER RULES SHALL BE EFFECTIVE TOGETHER WITH THIS AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS AGREEMENT AND THE OTHER RULES, THE OTHER RULES SHALL PREVAIL UNLESS OTHERWISE SPECIFIED.
OUR PRIVACY POLICY, WHICH IS INCORPORATED HERE BY REFERENCE, (“PRIVACY POLICY”), IS AVAILABLE AT HTTPS://WWW.RICOH360.COM/PRIVACY/
BY APPLYING FOR THE USE OF THE RICOH360 CLOUD IN A MANNER SEPARATELY DESIGNATED BY RCL, YOU SHALL BE DEEMED TO HAVE AGREED TO THIS AGREEMENT.
2.1. License
Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services to develop, implement, maintain, and operate your own Customer Application.
2.2. Access Credentials
We will provide you the Access Credentials. Access Credentials constitute our Confidential Information (as set forth in article 8.1), and you are responsible for the security of your Access Credentials. You may not transfer or allow any third party to use your Access Credentials. You shall be liable for any damages caused to us or to a third party due to leakage of the Access Credentials, errors in use, unauthorized use by a third party or any other circumstances that conflict with this Agreement.
3.1. Your Intellectual Property Rights
You own all rights and interests of your Customer Application except for the implementation or integration portion of the RICOH360 Cloud. You acknowledge and agree that the Service uses and contains confidential and proprietary information and technology of RCL, its affiliates and/or its licensors and embodies trade secrets and intellectual property of RCL, 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. As between the parties, except for the limited right to access and use the Service granted herein, RCL, its affiliates and/or its licensors retain all right, title, and interest in and to such trade secrets and intellectual property.
3.2. Third-Party Licenses
The Service may contain third party licenses (including open-source software licenses, "Third Party Licenses"). The use, duplication, and distribution of Third Party Licenses within the Service shall be governed solely by the terms and conditions of the license presented by such third party and you will comply with such terms. We provide you the information of the Third Party Licenses (including the terms of the license) together with the applicable Services. For the avoidance of doubt, we shall not have any responsibility for Third Party Licenses, including but not limited to the security, privacy, support, availability, and safety.
4.1. License fee
The license fee (“Fee”) and calculation method shall be presented separately by us.
4.2. Payment term
5.1. Provision of the Service
The provision of the Service shall continue until the date on which the provision by us is discontinued in accordance with the Agreement or until the date when you terminate the use of the Service in accordance with Article5.6, whichever comes first. This Agreement shall automatically terminate when the provision of the Service is terminated.
5.2. Discontinuation or suspension due to violation
In the event that you violate any of the provisions of this Agreement or Other Rules, or fall under any of the following items, we may suspend or discontinue the provision of the Service without any notice to you.
5.3. Notifications
In the event that you fall under any of (1) to (9) of article 5.2, you shall immediately notify us to that effect.
5.4. Acceleration
In the event that any of the items of article 5.2 occurs to you, all financial obligations (not limited to financial obligations based on this Agreement) owed to RCL shall be accelerated and become immediately due and payable, regardless of whether or not the provision of the Service is discontinued.
5.5. Compensation for Damages
Even if we discontinue the provision of the Service pursuant to article 5.2, we shall be able to claim compensation from you for damages incurred by us.
5.6. Termination due to convenience
Notwithstanding article 5.1, you may terminate your use of the Service at any time for any reason with thirty (30) days' written notice to us and we may also discontinue the provision of the Service at any time for any reason with ten (10) days' written notice to you.
5.7. Effect of Termination
In the event of termination of this Agreement, the rights and licenses granted under this Agreement will automatically terminate and you shall immediately cease using the Services and delete or destroy the Content in accordance with our instructions. You acknowledge that in this case, the Customer Application may not continue to function. We are not obligated to store any information or data provided by you or by the End-User. Therefore, you shall properly back up the information and data you need.
5.8. Survival
Article 2.2, article 3.2, article 4.2, article 5.5, article5.7, article 5.8, article 6.1, article 7, article 8, article 9, article 13, article 14, article 16.1, article 16.2, article 16.3 and article 16.7 shall survive any termination for whatever reason of this Agreement and regardless of who terminates this Agreement.
6.1. Your Responsibilities
You shall be solely responsible for the use of the Service and all acts performed using the Service and the results thereof, and in the event that a dispute arises with a third party(including the End-User) due to the act taken by you using the Service, you shall handle and resolve the dispute at your responsibility and expense, provided, however, that we reserve the right, but have no obligation, to intercede in such disputes. You agree that we will not be responsible for any liability.
6.2. Reporting Obligation
Whenever we request a report regarding the status of use of the Service or any other matter designated by us, you shall report in the manner specified by us. If the report is not true or accurate, you shall compensate us for all damages (including but not limited to the attorney's fees) and losses incurred us, and we may immediately suspend the provision of the Service by notifying you.
6.3. Compliance with Import and Export Regulations
You shall comply with all applicable import and export laws and regulations, including the Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 2014) and the U.S. Export Administration Regulations (15 CFR § 730 et seq.) when you use or access to the Services. You represent and warrant that (i) you are not subject to the sanctions of any laws, regulations of Japan, the United States, or any other exporting country, as applicable, (ii) under the laws or regulations of Japan, the United States, or any other exporting country, (a) you are not prohibited from using or accessing the Services, or (b) you are not located in, under the control of or a national or a resident of any country which is sanctioned by law, regulations of Japan, the United States, or any other exporting country, as applicable. You also represent and warrant that you will not use the Services for any purpose prohibited by applicable laws and regulations (including the development, design, manufacture, or production of weapons of mass destruction or conventional weapons) or that you will not allow any person to do so.
You agree to each of the following items, and if you violate any of the items of this article 7, we may suspend or discontinue the provision of the Service or take other measures that we deem necessary. In addition, we shall not be liable for any damages incurred by you or a third party as a result of such suspension or termination.
8.1. Confidentiality
You shall not use non-public information, software, specifications, and Access Credentials which related to the Service and provided by us ("Confidential Information") other than the purpose necessary to exercise your rights granted in this Agreement. You must not disclose the Confidential Information to any third party without our prior written consent. You shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner and in any event with a reasonable degree of care that you use to protect your own confidential information and information in your possession of a similar nature.
8.2. Exception
Notwithstanding the article 8.1, information that falls under (1) to (4) below shall not be deemed as a Confidential Information.
8.3. Return
Promptly after the provision of the Service is terminated or requested by us, you shall delete, destroy or return the Confidential Information (including copies) in accordance with our instructions.
8.4. Duration of Confidentiality
You shall comply with the obligations of this article 8 for a period of three (3) years after the termination of this Agreement.
9.1. Collection of your data
We may collect Customer-related Data and Customer’s Personal Information in connection with your use of the Service. The Customer-related Data may be used to provide you our products and services (including this Service), to improve the functions of our products and services, and for marketing. The Customer-related Data may continue to be stored and used by us even after the termination of this Agreement. The Customer’s Personal Information shall be handled in accordance with the Privacy Policy.
9.2. Collection of End User’s data
We may collect End User-related Data and End User’s Personal Information through your Customer Application. The End User-related Data may be used to provide End User or you our products and services (including this Service), to improve the functions of our products and services, and for marketing. The End User-related Data may continue to be stored and used by us even after the termination of this Agreement. The End User’s Personal Information shall be handled in accordance with the Privacy Policy. You will notify End User of the Privacy Policy and obtain their consent with respect to our collection and processing of End User-related Data and End User’s Personal Information, and you will provide evidence of such consent upon our reasonable request.
9.3. Disclosure of the Data
We do not disclose Customer-related Data and End User-related Data to other party, including you. However, if you determine that disclosure is necessary and you contact us by a method separately designated by us, and we determine that there is a justifiable reason, such as that it is necessary to protect the life, property, your employees ‘body, or other rights and interests of you, we may disclose Customer-related Data or End User-related Data to you.
For the avoidance of doubt, this article 9.3 shall not prevent us from disclosing CustomerRelated Data or End-User Data in accordance with laws, regulations, rules of financial instruments exchanges, court rules, court orders, or requests from administrative agencies.
We have no obligation to provide maintenance, support, updates, or error correction of the Service, but may add, change, revise or abolish the contents of the Service at our sole discretion for the purpose of improving the Service. If we provide you with an update or maintenance release of the Services, such update or release will be subject to the terms of this Agreement, unless you receive a separate license from us for that update or release. You are responsible for implementing such updates or maintenance which are released by us. You acknowledge that the features and functionality of the Services may change over time, and you understand that you are responsible for making changes to your Customer Application as necessary.
You acknowledge and agree that we may, at our sole discretion, suspend the provision of all or part of the Service, and shall not be liable for any damages incurred by you for such suspension.
You acknowledge and agree that we may, at any reason, and our sole discretion, abolish the Service. In that case, we shall notify you with ninety (90) days prior to such discontinuation. In the case of abolition of the Service, this Agreement shall be automatically terminated as of the abolition date.
In the event that a third party makes a claim or claim against RCL, its affiliates and/or its licensors, as a result of your infringement of the rights of a third party in connection with the use of the Service, or if RCL, its affiliates and/or its licensors incur damage due to reasons attributable to you, you shall protect t RCL, its affiliates and/or its licensors at your own responsibility and expense and shall compensate for damages (including but not limited to the attorney's fees) incurred by RCL, its affiliates and/or its licensors.
14.1. Indemnification
You represent and warrant that you have the necessary authority to execute this Agreement and that you will comply with the terms of this Agreement. You will indemnify and hold harmless RCL, its affiliates, and their employees, officers, agents, distributors (collectively “RCL Party”) from any claims, suits, damages, losses, liabilities, judgments, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of any of the following:
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
14.2. Disclaimer of Warranties
You assume all responsibility and risk for your use of the Service. WE 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. WE DO 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.
14.3. Limitation of Liability
WE SHALL NOT BE LIABLE FOR ANY INTERRUPTION OR DELAY IN BUSINESS OR OPERATIONS, LOSS OF OPPORTUNITY, OR ANY OTHER DAMAGE OR EXPENSE INCURRED BY YOU IN THE PROVISION, SUSPENSION OF THE SERVICE OR TERMINATE THIS AGREEMENT.
WE SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES INCURRED AS A RESULT OF THE LOSS, DAMAGE, OR LEAKAGE OF YOUR DATA RECORDED IN YOUR EQUIPMENT, YOUR USE OF THIRD PARTY’S SERVICE, OR YOUR USAGE ENVIRONMENT.
EVEN IF WE ARE LIABLE FOR DAMAGES INCURRED BY YOU IN CONNECTION WITH THE SERVICE, WE SHALL BE LIABLE ONLY TO THE GENERAL LOSS OR DAMAGE(EXCLUDE ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES 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) AND UP TO THE TOTAL AMOUNTS ACTUALLY PAID BY YOU FOR YOUR USE OF THE SERVICE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12)MONTHS PERIOD IMMEDIATELY PRECEDING THE DAY WHEN THE CAUSE OF ACTION ARISES.
THE ABOVE (3) SHALL NOT APPLY IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF US.
14.4 Force Majeure.
We 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 us.
【FOR THE CUSTOMER IN JAPAN ONLY】
(1)You covenant that you, your officer (any person who is substantially involved in management and business regardless of name) or any person engaged in your business does not fall under any of the following (a) to (f) .
(a)Being an organized crime group, a member of an organized crime group, a person who has ceased to be a member of an organized crime group within five years, a quasi-member of an organized crime group, a company/organization affiliated with an organized crime group, a corporate extortionist, a social movement/political activity sign, a special intelligent violent group, or other similar anti-social forces (collectively "Anti-social Forces").
(b)Anti-social Forces have a dominant influence on your business activities through investment, loans, transactions and other relationships.
(c)An Anti-social Force is found to be substantially involved in management.
(d)Having a relationship that is recognized to be unjustly using Anti-social Forces, such as for the purpose of improperly benefiting yourself, or a third party, or harming a third party.
(e)Have a relationship that is recognized to provide funds or facilities to Anti-social Forces.
(f)Possess a relationship that should be criticized socially against Anti-social Forces.
(2)You shall not conduct any matter falling under any of the following (a) and (b).
(a)Connection with Anti-social Forces, such as using Anti-social Forces or engaging in the provision of funds, benefits, or capital contributions to Anti-social Forces.
(b)Engage in the following (b-1) to (b-4) by yourself or by using a person engaged in the business or a third party,
(b-1)use fraudulent, violent, or threatening words.
(b-2)tell that yourself or the relevant organizations or related parties of you are an Antisocial Forces.
(b-3) degrade or likely to damage our reputation.
(b-4) conduct any act that interferes with or is likely to interfere with our business.
(3)In the event that you violate this article 15, we may suspend the provision of the Service or terminate this Agreement without any notice to you. In this case, we shall not be liable for any damage or loss incurred by you.
16.1. Name and logo
You agree that we reserve the right to use your name and logo on RICOH360 website and in our marketing materials to publicize you as a user of the Services. Nothing in this Agreement grants you any right to use our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features of us.
16.2. Governing Law
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.
16.3. Arbitration
【PLEASE READ THIS ARTICLE 16.3 CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.】
Unless otherwise mutually agreed by the parties hereto, all disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement and the provision of the Service, including any breach of this Agreement, shall be finally settled by arbitration in Tokyo, Japan pursuant to the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The arbitration shall be conducted in Japanese. The arbitral award shall be final and binding on both parties and the judgments upon the award may be entered in any court of competent jurisdiction. If any part or parts of this article 16.3 are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this article 16.3 shall continue in full force and effect.
16.4. Subcontracting
We may subcontract all or part of the provision of the Service to a third party. In this case, we shall impose an obligation on such subcontractor same obligation as those hereunder imposed upon us under this Agreement. You may subcontract your obligations under this Agreement to a third party with our prior written consent. In this case, you will continue to be responsible for the subcontractor's compliance with and performance under this Agreement. If we determine that your subcontractor is unsuitable, we may request you to exclude or change such subcontractor. You shall ensure that all subcontractors are in accordance with this Agreement.
16.5. Assignment
Neither this Agreement nor the rights or licenses granted under this Agreement may be assigned, sublicensed or otherwise transferred by you without our prior written consent. We may assign this Agreement or any of its rights under this Agreement, without prior notice to you.
If this Agreement or any of its rights under this Agreement is assign to others, this Agreement(including its rights and obligations under this Agreement) shall bind and inure to the benefit of such successors.
16.6. Change of Terms
PLEASE NOTE THAT THIS AGREEMENT AND OTHER RULES ARE SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. In this case, we shall notify the details of the change and the effective date of the change on our RICOH360 website or other means that we deem appropriate at least one (1) month prior to such change.
You are responsible for periodically reviewing this Agreement and being aware of any changes. If you do not agree to the changes, you must immediately cease all use of the Services, or otherwise, by accessing or using the Services after such change, you will be deemed to have agreed to the revised Agreement.
16.7. Language
The governing language of this Agreement is Japanese. Only the original Japanese language version of this Agreement has the effect of a contract, and any translation of this Agreement has no contractual or any other effect.
End of the Agreement.