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Startia Lab General Software Lincense Terms and Conditions

 
 

 

Article 1. Purpose of These General Terms and Conditions

 

1. The purpose of the Startia Lab General Software License Terms and Conditions (hereinafter referred to as these “General Terms and Conditions”) is to set forth the terms and conditions that are commonly applicable to the license agreements (hereinafter referred to as this “Agreement”) for the software listed in the following items (hereinafter referred to as “this Software”). In principle, this Software shall not include any software customized for any subscriber:

   (1) BowNow

   (2) COCOAR  

   (3) LESSAR

   (4) ActiBook 

   (5) CMS Blue Monkey (excluding web production)

   (6) Plusdb 

   (7) AppGoose

   (8) creca

   (9) Fullstar

   (10) Off-line browsing kit


2. If the subscriber and Startia Lab, Inc. (hereinafter referred to as “Lab”) enter into this Agreement concerning this Software listed in the following items, in addition to the provisions of these General Terms and Conditions, the provisions of the Special License Agreement published on the URL of the following links (hereinafter referred to as the “Special Agreement by Software”) shall apply to this Software concerned:


   (1) BowNow

   (BowNow Special License Agreement: https://bow-now.com/bownow_agreement.html

   (2) COCOAR

   (COCOAR Special License Agreement: https://www.startialab.co.jp/agreement/cocoar.html)

   (3) LESSAR

   (LESSAR Special License Agreement: https://www.startialab.co.jp/agreement/lessar.html)

   (4) ActiBook 

   (ActiBook Special License Agreement: https://www.startialab.co.jp/agreement/actibook.html)

   (5) AppGoose

   (AppGoose Special License Agreement:  https://www.startialab.co.jp/agreement/appgoose.html)

   (6) creca

   (creca Special License Agreement: https://www.startialab.co.jp/agreement/creca.html)

   (7)  Fullstar 

   (Fullstar Special License Agreement: https://www.startialab.co.jp/agreement/fullstar.html)

 

3. The order of priority with respect to the application in the event of any redundancy or contradiction among the provisions of the Terms and Conditions of the Subscription Form of this Agreement, the Special Agreement by Software, and these General Terms and Conditions shall be as stated in the following items:

   (1) First: Special Agreement by Software

   (2) Second: These General Terms and Conditions

   (3) Third: Terms and Conditions of the Subscription Form of this Agreement


4. Even if any Master Purchase Agreement, Master Outsourcing Agreement or other Master Agreement for Continuous Transactions (irrespective of the title of the agreement) is entered into by and between the subscriber and Lab, such Master Agreements shall not apply to the licensing of this Software.


 

Article 2. Amendment of the Terms and Conditions

 

1. Lab may, upon giving a notification one month or more in advance on its homepage, amend these General Terms and Conditions and the Special Agreement by Software (hereinafter collectively referred to as these “General Terms and Conditions, etc.”).  Provided, however, that if the amended content relates to minor amendments such as spelling mistakes and omitted letters, or suits the general interests of the subscribers, Lab may immediately amend these General Terms and Conditions, etc.



2. If this Software has a feature which enables the confirmation of whether the subscriber has agreed to these General Terms and Conditions, etc., a confirmation screen, on which whether the subscriber has agreed to these General Terms and Conditions, etc. is confirmed, will be displayed when the subscriber logs in for the first time after the amendment of these General Terms and Conditions, etc.


 
3. The subscriber may not, unless it agrees to amendments of these General Terms and Conditions, etc., use this Software.



4. Even if any Master Purchase Agreement, Master Outsourcing Agreement, or other Master Agreement for Continuous Transactions (irrespective of the title of the agreement) is entered into by and between the subscriber and Lab, such Master Agreements shall not apply to the licensing of this Software.



Article 3. Ownership of Copyrights

1. The copyright in this Software (including the rights prescribed in Article 27 [Rights of translation, adaptation, etc.] and Article 28 [Right of the original author in the exploitation of a derivative work] of the Copyright Act) and other intellectual property rights shall belong to Lab. Upon conclusion of this Agreement, such rights shall not transfer from Lab to the subscriber.

2. Lab guarantees that Lab holds the right to grant the license for this Software to the subscriber.


3. Lab shall pay due consideration so as not to infringe on third parties’ copyrights and other intellectual property rights.

4. In the event that any third party files a suit for infringement of intellectual property rights against the subscriber in relation to this Software, the subscriber shall promptly notify Lab of the fact of the filing of the suit and the details thereof. The subscriber shall grant to Lab an opportunity to actually participate in negotiations with the said third party or litigation proceedings as well as the decision-making authority with regard thereto, and provide necessary assistance to Lab.

5. On the condition of the subscriber’s fulfillment of the obligation referred to in the preceding paragraph, Lab shall, on its own responsibility and at its own expense, make efforts to settle such suit filed by the said third party.

6. In the event that any third party files a suit for infringement of intellectual property rights in relation to this Software, and Lab is found to have infringed on the third party’s intellectual property rights in relation to this Software, Lab shall, at its own expense, take either of the following measures; amendment of the portion which infringes on the third party’s rights or acquire the right for continuous use.

7. The copyright in contents which the subscriber registers to this Software and contents which the subscriber discloses or sends to third parties by using this Software (hereinafter referred to as the “Registered Contents”) shall belong to the subscriber or the person who grants the right to the subscriber.

8. In the event that any third party files a suit for infringement of intellectual property rights against the subscriber in relation to the Registered Contents, the subscriber shall, except in the case caused by Lab’s intentional act or negligence, settle such suit filed by the third party on its own responsibility and at its own expense, and shall not demand that Lab bear damages, etc.



Article 4. Licensing

1. The subscriber shall, upon carefully reading and agreeing to these General Terms and Conditions, etc., use this Software. If this Software has a feature which enables the confirmation of whether the subscriber has agreed to these General Terms and Conditions, etc., a confirmation screen, on which whether the subscriber has agreed to these General Terms and Conditions, etc. is confirmed, will be displayed when the subscriber logs in for the first time.

2. The subscriber may not, unless it agrees to these General Terms and Conditions, etc., use this Software.


3. Lab shall grant a nonexclusive and non-transferable license for this Software within Japan to the subscriber who agrees to these General Terms and Conditions, etc. and then enters into this Agreement with Lab.

4. The subscriber may not sublicense this Software to any third party without Lab’s prior written consent.

5. Lab shall issue one set of user ID and password per license (hereinafter referred to as the “Login ID, etc.”) to the subscriber.

6. The subscriber may use the Login ID, etc. for this Software to log in via the URL designated by Lab under the operating environment designated by Lab so as to use this Software.

7. The subscriber shall, on its own responsibility and at its own expense, procure a telecommunications line and a PC device, etc. necessary for using this Software.

8. Lab shall provide online documents concerning this Software to the subscriber.



Article 5. Management of Login ID, etc.

1. The subscriber shall manage the Login ID, etc. on its own responsibility and shall not disclose it to any third party. In the event that the subscriber suffers damage as a result of a third party’s unauthorized use of the subscriber’s Login ID, etc., Lab shall not, except in the case caused by Lab’s intentional act or gross negligence, be liable for any damage.

2. If it becomes necessary for maintenance, etc. of this Software, or if it becomes necessary for exercising its legitimate right, Lab may use the subscriber’s Login ID, etc. to login to this Software.



Article 6. Temporary Suspension due to Maintenance

1. Lab may restrict or temporarily suspend the use of this Software upon notifying the subscriber in advance for the purpose of periodic maintenance work, improvement, inspection, or maintenance of this Software or telecommunications facilities. Provided, however, that in the case of emergency, an advance notice shall be unnecessary.

2. If Lab finds that this Software is causing significant loads on Lab’s telecommunications facilities, Lab may restrict traffic concerning this Software or temporarily suspend the use of this Software until the said overloads are dissolved.



Article 7. Prohibited Acts

The subscriber may not engage in any of the acts specified in the following items: 

   (1) Perform revision, alteration, reverse engineering, disassembling, or decompiling of this Software in all or in part, or cause a third party to perform such act;

   (2) Produce, buy, sell, transfer, loan, own, or use goods similar to this Software, counterfeit goods or a dead copy, etc. thereof;

   (3) Delete or alter the product marking, copyright notice or other warning labels displayed on this Software, or restrictions based on the property right;

   (4) Mislead third parties into believing that the copyright and other intellectual property rights in this Software belong to any party other than Lab;

   (5) Disclose or leak the source code, object code, module, routine, subroutine, system design documentation of this Software, and other undisclosed technical information;

   (6) Separate component parts of this Software for use;

   (7) Infringe on intellectual property rights including copyrights, trademark rights or design rights of Lab, or any third party;

   (8) Acquire, register, buy and sell, transfer, loan, own or use a domain name identical with, or similar to Lab or this Software; and

   (9) Engage in an act of violation of the Startia Lab Trademark Use Guideline.



Article 8. Prohibited Contents

1. The subscriber may not register to this Software or disclose or send to any third parties by using this Software any Registered Contents falling under the following items (hereinafter referred to as the “Prohibited Contents”):

   (1) X-rated contents, violent contents, contents that promote illegal acts, self-injurious behavior, suicide, animal abuse, gambling-related contents, bizarre contents, contents which are contrary to or are deemed likely to be contrary to the public order and morality;

   (2) Contents aiming at engaging in a criminal act or an act deemed likely to be a crime;

   (3) Contents which infringe on or are deemed likely to infringe on another person’s intellectual property rights including copyrights, trademark rights, or design rights;

   (4) Contents which infringe on or are deemed likely to infringe on another person’s properties, privacy, portrait rights, or publicity rights, etc.;

   (5) Contents which defame or slander, or are deemed likely to defame or slander another person;

   (6) Contents which violate or are deemed likely to violate laws and regulations;

   (7) Slanderous and malicious contents including discriminatory language and behavior against, biased reference to, or interpretation of specific people based on their religions, races, countries or regions of origin, sexual orientation or sex, or other groups of people easily targeted;

   (8) Contents including inaccurate medical information, contents which promote illegal or excessive consumption of drug, alcohol, or tobacco use by minors;
).

   (9) Contents including advertisement of adult entertainment business, online dating service, multilevel marketing transactions, harmful toys, and fortune telling fraud;

   (10) Contents which hinder the operation of or discredit Lab and its group companies, or which are deemed likely to do so;

   (11) Contents prohibited by the terms of use of the platformer to which the application of this Software is requested or registered (Apple Inc., Google LLC, etc.); and

   (12) Other contents which Lab finds inappropriate.



2. Lab may request the subscriber to delete the Prohibited Contents within a reasonable period of time specified.


3. Notwithstanding the provision of the preceding paragraph, if the subscriber fails to delete the Prohibited Contents, Lab may, at its own discretion, delete such Prohibited Contents.


4. If Lab deletes the Prohibited Contents in accordance with the provision of the preceding paragraph, the subscriber may not demand any damages or compensation against Lab.



Article 9. Liability for Nonconformity with Contract

1. In the event that Lab discovers any nonconformity with the contract in terms of the types and quality of this Software (hereinafter referred to as the “Nonconformity with Contract”) and decides that the Nonconformity with Contract needs to be repaired, Lab shall repair this Software free of charge. Lab may, at its own discretion, decide on the order of priority with respect to repairs of Nonconformity with Contract. Lab shall not be obligated to promise the timing of repairs of this Software to the subscriber.

2. If the subscriber is unable to attain the objectives in relation to this Agreement due to a material Nonconformity with Contract which fails to be repaired pursuant to paragraph 1, the subscriber may cancel this Agreement. The cancellation of this Agreement shall be effective solely toward the future and shall not have retroactive effect.

3. If any Nonconformity with Contract in this Software is minor and the repairing thereof requires excessive costs, Lab shall not be responsible for repairing the said Nonconformity with Contract.

4. Lab shall not be liable for any failures occurring under the subscriber’s usage environment which fails to conform to the operating environment designated by Lab, and any failures occurring as a result of a modification which the subscriber made to the program code.

5. Lab shall not be liable for any Nonconformity with Contract with regard to this Agreement other than those provided for in this Article.



Article 10. Additional Features

Lab may, at its own discretion, alter this Software so as to add features or improve the operatability, etc.



Article 11. Reporting of Accidents

In the event of discovering the occurrence of an accident which is deemed likely to hinder the performance of this Agreement, Lab shall immediately report to the subscriber to that effect, irrespective of causes attributable to the occurrence of the said accident.



Article 12. Subcontracting

1. Lab may, on its own responsibility, subcontract with a third party for all or part of the performance of this Agreement.

2. Lab shall impose on the subcontractor the obligations equal to those assumed by Lab hereunder.

3. Lab shall be responsible to the subscriber for the subcontractor’s acts and for Lab’s own acts in an equal manner.



Article 13. Confidentiality

1. Either the subscriber or Lab shall not disclose or leak to any third party the other party’s technical, trade or other operational information which it comes to know in relation to this Agreement, which falls under any of the following items (hereinafter referred to as the “Confidential Information”) without obtaining the other party’s prior written consent, and shall not use such information for any purpose other than for the performance of this Agreement:

   (1) Information, the nature of confidentiality of which is indicated by the other party before the disclosure;

   (2) Information which is disclosed by the other party verbally, in the form of image, etc., which is specified by the other party as confidential in a document stating the summary thereof, the date of provision thereof, and the title, etc. thereof within two weeks from the disclosure;

   (3) Technical information such as the source code and system design documentation of this Software; and

   (4) Information saved to this Software.


2. Notwithstanding the provision of the preceding paragraph, Lab may use the information saved on this Software only for the purposes listed in the following items. Lab shall not use the information saved on this Software for any other purpose, and shall not provide such information to any third party without the subscriber's consent:

   (1) For the purpose of provision and maintenance of this Software;

   (2) For the purpose of billing and charge calculation;

   (3) For the purpose of after-sale service, inquiries and handling of complaints;

   (4) For the purpose of system maintenance and handling of failures; and
).

   (5) For the purpose of compilation of various statistical information.



3. Notwithstanding the provisions of paragraphs 1 and 2, any information saved on this Software, which is designated as information for disclosure during the setup of this Software, shall be disclosed to third parties within the designated extent.


4. Lab may acquire information including the subscriber's history operating this Software for the purpose of use listed in the following items. Lab shall not use such acquired information for any other purpose, and shall not provide such information to any third party without the subscriber's consent:

   (1) For the purpose of provision and maintenance of this Software;

   (2) For the purpose of billing and charge calculation;

   (3) For the purpose of after-sale service, inquiries, and handling of complaints; 

   (4) For the purpose of system maintenance and handling of failures; 

   (5) For the purpose of compilation of various statistical information; 

   (6) For the purpose of various analyses aiming at product development, feature improvement, and service quality improvement; and

   (7) For the purpose of industry-university collaboration research.



5. Notwithstanding the provisions of the preceding paragraphs, in the case falling under any of the following items, both of the subscriber and Lab may disclose the Confidential Information within the minimum necessary extent:

   (1) If it is reasonably considered necessary to disclose the Confidential Information to the officers and employees of the party itself or its affiliated company, or those who assume the duty of confidentiality under the laws and regulations such as attorneys, certified public accountants, or certified tax accountants;

   (2) In the case of disclosing the Confidential Information pursuant to the laws and regulations, or the rules, orders, or requests of administrative organs, courts, local governments or stock exchanges; and

   (3) In the case where Lab discloses the Confidential Information necessary for the performance of services to the subcontractor upon imposing the duty of confidentiality on the subcontractor.



6. Notwithstanding the provisions of the preceding paragraphs, information falling under any of the following items shall be excluded from the Confidential Information:

   (1) Information which was already in its own possession at the time of the disclosure;

   (2) Information which was already in the public domain at the time of disclosure;

   (3) Information which became part of the public domain through no fault of its own after the disclosure;

   (4) Information which was lawfully acquired from a duly authorized third party; and

   (5) Information which was originally developed and/or acquired without relying on the information disclosed by the other party.


7. Both of the subscriber and Lab shall handle reproductions of the Confidential Information and the Confidential Information in an equal manner.


8. Either the subscriber or Lab must, if the other party requests so, or if this Agreement comes to an end, dispose of or return to the other party the Confidential Information received from the other party and reproductions thereof.


9. The subscriber may not file a patent, trademark, utility model application, etc. based on the information disclosed by Lab in relation to this Agreement.


10. The provision of this Article shall survive termination of this Agreement.



Article 14. Prohibition of Assignment of Rights and Obligations

The subscriber may not assign the status under this Agreement to any third party, or assign to any third party or cause any third party to undertake or provide as security all or part of the rights and obligations arising from this Agreement without Lab’s prior written consent.



Article 15. Data Backup

The subscriber shall, on its own responsibility, save a backup copy of the data registered or saved to this Software. Lab shall not be responsible for any loss or damage of the said data.



Article 16. Notice

1. In the case of change to any of the subscriber information listed in the following items, the subscriber shall, without delay, notify Lab and submit necessary documents including a notice of change if Lab requests so:

   (1) Trade name or name;

   (2) Address;

   (3) Email address; and

   (4) Phone number.


2. When Lab sends a notice to the address or email address under the subscriber registration information, the said notice shall be deemed to have arrived at the time when such notice should normally have arrived.


3. Even if the subscriber suffers disadvantage as a result of its failure to submit a notice or a notice of change, etc. prescribed in paragraph 1, the subscriber may not file a complaint against Lab in any way.



Article 17. Disclaimer

1. Lab shall not guarantee the merchantability or the fitness for the subscriber’s particular purpose with respect to this Software, whether expressed or implied.


2. Lab shall not guarantee that this Software’s features fully satisfy the subscriber’s requirements, and that this Software fully operates without any interruptions or errors.


3. Even if Lab takes measures such as temporarily suspending the licensing of this Software or restricting traffic in accordance with Article 6 (Temporary Suspension Due to Maintenance), thereby causing damage to the subscriber, Lab shall not compensate the subscriber for any damage.


4. In the event that the subscriber suffers damage due to the disabled or delayed operation or malfunction of this Software caused by any of the events listed in the following items, Lab shall be released from the liability for damages:


   (1) Improper use of this Software;

   (2) Use of this Software under any environment other than the operating environment designated by Lab;

   (3) When the internet communications environment is poor; and

   (4) Concentration of accesses to this Software.



5. In the case of falling under any of the paragraphs of this Article, the subscriber may not receive an exemption of a license fee and a monthly fee, etc.



Article 18. Damages

1. In the event that the subscriber violates this Agreement, thereby causing damage to Lab or the party who grants a right to Lab, the subscriber shall compensate for the said damage to the extent recognized to be in reasonable cause and effect relationship with the said violation.


2. The scope of damages to be borne by Lab against the subscriber shall be limited to ordinary damage which the subscriber directly and actually suffered due to causes attributable to Lab. Lab shall not, in any event, be liable for any lost profit, loss and damage due to indirect or special circumstances which arise incidentally to or in relation to the use of this Software.


3. The maximum amount of damages to be borne by Lab against the subscriber shall be as stated in the following items depending on the types of this Software which caused the occurrence of the damage:

   (1) This Software, license fee of which is set as the maximum amount of damages


      (i) COCOAR (Pro, Standard, Premium, Business, and Business Pro)

      (ii) ActiBook (CloudSuite Full, CloudSuite Light, Suite, Download, and Limited Download)

      (iii) AppGoose Business

      (iv) creca Business

      (v) Off-line browsing kit


   (2) This Software, three months’ worth of monthly fees of which is set as the maximum amount of damages


      (i) BowNow

      (ii) COCOAR (creca SaaS, Light, Suite, and Enterprise)

      (iii) LESSAR

      (iv) ActiBook (SaaS Light, SaaS Standard, web Standard, web Light, Entry, Light, Premium, and Enterprise)

      (v) CMS Blue Monkey

      (vi) Plusdb

      (vii) AppGoose (Light and Entry) 

      (viii) creca (Light and Entry)

      (ix)  Fullstar


   (3) This Software, two months’ worth of monthly fees of which is set as the maximum amount of damages

      (i) COCOAR Spot



4. Notwithstanding the provision of the preceding paragraph, if the subscriber subscribes for Cloud CIRCUS for Creative or CloudCIRCUS for WEB (hereinafter collectively referred to as “Cloud CIRCUS”), and any of this Software comprising Cloud CIRCUS causes the damage, the amount of damages to be borne by Lab against the subscriber shall be limited to three months’ worth of monthly fees of Cloud CIRCUS.



5. Notwithstanding the provisions of the preceding two paragraphs, the amount of damages to be borne by Lab for damage arising from the subscriber’s inability to use this Software in all or in part for 48 hours or more consecutively shall be the amount calculated by the following formula. Note that if the subscriber is unable to use all or part of this Software consecutively for less than 48 hours, the subscriber may not demand damages against Lab.

   As stated below:
   Amount of damages = Monthly fee of this unavailable Software multiplied by the number of days during which this Software was unavailable divided by 30   
   End


6. With respect to damage arising in relation to the license agreement for this Software between Lab’s subsidiary, which is Lab’s distributor (hereinafter referred to as the “Distribution Subsidiary”), and the subscriber, Lab and the Distribution Subsidiary shall jointly and severally assume the liability for damages within the extent prescribed in these General Terms and Conditions.


7. The liability for damages to be assumed by Lab and the Distribution Subsidiary against the subscriber with regard to the licensing of this Software shall be limited to those provided for in this Article. The subscriber may not demand damages against Lab and the Distribution Subsidiary beyond the extent provided for in this Article.



Article 19. Exclusion of Antisocial Forces

1. Each of the subscriber and Lab represents and warrants the affirmations made in the following items and promises to observe the same affirmations toward the future:

   (1) The party itself is not an organized crime group, an organized crime group member, a person who is closely related to an organized crime group member, a person for whom five years have not yet passed since leaving an organized crime group, a non-regular member of an organized crime group, an organized-crime-group-affiliated company, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, etc., a crime group specialized in intellectual crimes, or any other parties equivalent thereto (hereinafter collectively referred to as the “Antisocial Forces”);

   (2) It does not have the following relationships with the Antisocial Forces:

      (a) It cooperates with or is involved with the maintenance or operation of the Antisocial Forces; and

      (b) It has a relationship with the Antisocial Forces that are found to be used for the purpose of making illicit gain for the party itself or a third party, or for the purpose of causing damage to a third party.

   (3) It does not let the Antisocial Forces use its name and conclude this Agreement;

   (4) Its officers (referring to directors, corporate officers, executive officers, auditors, advisors, chairperson, or any other persons who actually control its management irrespective of the title), parent company and subsidiary do not fall under any of the preceding three items; and


   (5) The party itself does not engage in or does not cause any third party to engage in the following acts in relation to this Agreement:

     (a) Violent acts such as assault, inflicting bodily injury on somebody, intimidation, extortion, and coercion, or making violent demands;
     (b) Unreasonable demands that go beyond the limits of legal liability;
     (c) Spread false rumors, use fraudulent means or force so as to obstruct the other party's business or discredit the other party; and
     (d) Any other acts equivalent to the preceding items.



2. In the event that either the subscriber or Lab violates the preceding paragraph, the other party may, without any notice, cancel all or part of this Agreement.



3. In the event of the cancellation of this Agreement pursuant to the provision of the preceding paragraph, the non-cancelling party shall compensate the other party for the damage suffered by the other party.



4. In the event of the cancellation of this Agreement pursuant to the provision of paragraph 2, the non-cancelling party shall not make any claims against the other party with respect to the damage arising from such cancellation.



Article 20. Exclusion of Application of Cooling-Off Period

This Software is designed for the subscriber as an enterprise to use for business or in the course of business. Therefore, the subscriber may not cancel a sales contract during a cooling-off period.



Article 21. Cancellation and Forfeiture of the Benefit of Time

1. Either the subscriber or Lab may, in the event that the other party falls under any of the following items, immediately cancel all or part of this Agreement or temporarily suspend the licensing of this Software without any notice to the other party:


   (1) In the event of failing to pay money obligations which accrued hereunder even if two weeks or more have elapsed;

   (2) In the event of receiving a disposition for suspension of business, rescission of a business license, or business registration, etc. from the competent authority;

   (3) In the event of the commencement of proceedings for seizure, provisional seizure, provisional disposition, compulsory execution, public auction for exercise of a security interest, disposition for failure to pay taxes, or any other proceedings equivalent thereto;

   (4) In the event of filing a petition for order for the commencement of proceedings for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation, etc.;

   (5) In the event of any other material change in its assets, credit, ability to pay;

   (6) In the event of violation of Article 7 (Prohibited Acts) or Article 19 (Exclusion of Antisocial Forces); and

   (7) In the event of gross negligence or act of disloyalty.



2. Either the subscriber or Lab may, in the event that the other party fails to correct the state of violation despite receiving a demand for correction of the said violation within a reasonable period of time specified, cancel all or part of this Agreement.



3. The party falling under any of the items of paragraph 1 or the preceding paragraph shall automatically forfeit the benefit of time pertaining to any and all debts.



4. In the event that the subscriber becomes subject to the cancellation of this Agreement by Lab as a result of violating this Agreement, the subscriber may not receive any refund of the sum of money paid to Lab based on this Agreement.



Article 22. Discontinuance of This Service

Lab may discontinue all or part of the services provided in relation to this Software by notifying the subscriber three months or more in advance.



Article 23. Deletion of Data

1. The subscriber shall, in advance, consent to the disabled access to the data saved on the server or cloud environment controlled by Lab and the disabled use thereof immediately after the termination hereof.



2. Lab may delete the data referred to in the preceding paragraph after the termination hereof without notifying the subscriber.



3. Notwithstanding the provisions of the preceding two paragraphs, the retention period of the data registered or saved to this Software shall be as stated on the support site on Lab’s homepage. The subscriber shall, in advance, consent to the deletion of the said data after the lapse of the data retention period even during the duration hereof, and shall not file a complaint against Lab in any way.



Article 24. Permission to Publish Installation Case

If Lab requests the subscriber’s cooperation in publishing the subscriber’s case of installing this Software on media including the websites and brochures of Lab and its subsidiary, the subscriber shall cooperate with Lab to the extent possible. In this case, Lab shall ask the subscriber to check the content to be published prior to publishing the subscriber’s case of installation.



Article 25. Force Majeure

Neither party shall be liable for the delayed performance or disabled performance of this Agreement in all or in part (excluding monetary obligations) due to natural disasters, acts of governments or government agencies, blockade of regions, fire, storm, flood, earthquake, tsunami, lightning, typhoon, epidemic, war, conflict, terrorism, insurgence, revolution, riot, explosion, marine accident, strike, factory closure, labor disputes including sabotage, traffic blockage, failure of telecommunication lines, power outage, energy supply or control, or any other force majeure events. Provided, however, that the party affected by the said event shall promptly notify the other party of the occurrence of the said event and make reasonable efforts for restoration.



Article 26. Survival Clause

The provisions of Article 3 (Ownership of Copyrights), Article 7 (Prohibited Acts), Article 14 (Prohibition of Assignment of Rights and Obligations), Article 17 (Disclaimer), Article 18 (Damages), Article 23 (Deletion of Data), Article 24 (Permission to Publish Installation Case), this Article, Article 27 (Governing Law and Agreed Jurisdiction), and Article 32 (Construction) shall survive the termination of this Agreement.



Article 27. Governing Law and Agreed Jurisdiction

1. This Agreement shall be governed by and be construed in accordance with the laws of Japan.



2. The Tokyo District Court or the Tokyo Summary Court shall be the agreed court of first instance with exclusive jurisdiction over any and all disputes arising out of or in relation to this Agreement.



Article 28. Good Faith Negotiation

Any matters not stipulated in this Agreement and any other doubts arising in relation to this Agreement shall be solved through negotiation between the parties in good faith.



Article 29. Non-Waiver of Rights

Either party’s failure to exercise any of the provisions hereof, rights with respect hereto or the right of choice hereunder shall in no way be considered a waiver of such provisions, rights or right of choice, or in no way affect the validity of this Agreement. Moreover, either party’s failure to exercise any of such provisions, rights or the right of choice shall not preclude the party from later enforcing or exercising the same or any other provisions, rights or right of choice hereunder.



Article 30. Severability

Even if any of the provisions hereof is found illegal or invalid by a court having jurisdiction, the remaining provisions hereof shall remain valid and in full force.



Article 31. Entire Agreement

1. This Agreement constitutes the entire and sole agreement between the parties with regard to the grant of the right to use this Software, and any and all prior agreements made in writing or verbally between the parties shall become null and void.



2. This Agreement may be amended only by a written agreement signed by both of the parties.



3. The text in the Japanese language shall be the official text of this Agreement. In the event of any discrepancy between the Japanese text and the text written in another language, the Japanese text shall supersede the text written in another language in terms of the construction in all aspects.



Article 32. Construction

Unless otherwise stipulated herein, the terms as used herein shall be construed as follows:



   (1) Singular forms include plural forms, and vice-versa.



   (2) The party to this Agreement and another contract or document includes the said party’s successor as well as its authorized agent and assignee.



   (3) The term “document” as used herein includes documents sent via fax, via email, and via reproducible means and methods that make documents readable securely and permanently.



Article 33. Special Provision for Free Plan

1. This Article constitutes a special provision to be applicable to the subscriber when Lab offers a free version of the license for this Software (hereinafter referred to as the “Free Plan”). Note that some features of this Software to be provided under the Free Plan will be restricted, and the volume of data that can be saved will be small compared to the legitimate version.



2. Notwithstanding the provision of Article 18 (Damages), Lab shall not be liable to the subscriber for any damage arising in relation to this Software offered under the Free Plan.



3. Notwithstanding the provision of Article 22 (Discontinuance of This Service), Lab may discontinue all or part of the services provided in relation to this Software to be provided under the Free Plan by notifying the subscriber one month or more in advance.


 

Established on May 9, 2017
Revised on August 22, 2017
Revised on February 1, 2018
Revised on October 30, 2018
Revised on March 22, 2019
Revised on November 18, 2019
Revised on April 17, 2020
Revised on September 22, 2020
Revised on October 7, 2020
Revised on October 21, 2020
Revised on November 25, 2020
Revised on January 4, 2021
Revised on April 19, 2021




Startia Lab, Inc. 



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