1. Definitions

• “IPDefine-Provided Information”
  Means evaluations and ratings provided by IPDefine and all information stated in documents (including electronic media) explaining the evaluations and ratings.

• “Customer”
  Means a corporate or individual person who agrees in writing (or online) with IPDefine to receive IPDefine-Provided Information.

2. Ownership of Intellectual Property

Customer acknowledges and consents to the following:

• IPDefine owns all intellectual property rights (“IPR”) (including all patents, copyrights, rights related to software, design rights, trademarks, service marks, trade secrets, know-how, database rights, domain names, and any other intellectual or industrial property rights (whether registered or unregistered) anywhere in the world) in and to the information, documents and related matters contained in IPDefine-Provided Information in all respects and rights to apply for registration of the above.
• Customer has neither IPR nor any other ownership in or to IPDefine-Provided Information or any data or materials contained therein.
• Except as expressly permitted in this Agreement, nothing herein grants by implication, estoppel or any other means to Customer any license or right to use IPR in and to IPDefine-Provided Information without prior written approval from IPDefine or a third party who may own such IPR.

Customer undertakes not to copy, reproduce, extract, or transmit in any form or otherwise process the whole or part of data, materials, or information contained in IPDefine-Provided Information except as provided for in the following paragraphs.

Unless IPDefine gives prior written consent, Customer may not sell, assign, communicate, or distribute IPDefine-Provided Information in whole or in part in any form or permit any third party (including, but not limited to, customers, potential customers, suppliers, agents or other business partners, accountants, solicitors, banks, brokers, and licensees) to access IPDefine-Provided Information. The subsidiaries, affiliated companies, and holding company of Customer may neither (whether directly or indirectly) permit the above acts with or without any transaction executed nor permit the above acts to be conducted by business operators executing transactions with Customer under the same umbrella trading name where the direct equity interest is different in any way to that of Customer.

Customer may use IPDefine-Provided Information only in the course of its own normal day-to-day business. Customer may not pass materials to any third party without IPDefine’s consent in writing or electromagnetic record unless the conditions listed in (1) through (3) below are satisfied:

1. To mention IPDefine as the owner of all intellectual properties;
2. To impose confidentiality obligations as much as reasonably possible on such third party;
3. To fall under either of the following cases:
   (i) The materials are passed to the third party temporarily; or
   (ii) The materials are not passed to its business connections or potential customers unless the materials are used as part of a presentation or similar event by Customer.

Customer hereby consents that even if Customer copies or has copied the intellectual property onto a hard disk, file server, or equivalent at its own premises for ease of use, reference, or any other reason, Customer shall permit only users designated by IPDefine to access such intellectual property unless an additional fee is paid to IPDefine as otherwise agreed in writing.

Customer may distribute IPDefine-Provided Information reproduced in paper and/or electronic form only for distributing all the reproduction made to its officers and employees to use the same for the business of Customer. Customer acknowledges that if Customer distributes the reproduction to any third party other than its own officers and employees (including, but not limited to, the subsidiaries, affiliated companies, and holding company of Customer), Customer shall indemnify IPDefine against any claim arising from unauthorized distribution thereof and be liable for payment of an amount equivalent to the loss in sales revenue (the price of IPDefine-Provided Information to be normally provided by IPDefine) caused by unauthorized distribution of any part of IPDefine-Provided Information.

Customer (or any user of IPDefine-Provided Information delivered to Customer, whether licensed or unlicensed) shall neither place financial reliance upon any figure, opinion, or inference contained in any report or intellectual property of IPDefine, nor solicit investment from others by using IPDefine-Provided Information without obtaining written consent of IPDefine. Customer (or any user of IPDefine-Provided Information delivered to Customer, whether licensed or unlicensed) agrees that if Customer or such user fails to follow this procedure, Customer or such user shall completely and effectually indemnify IPDefine against any claims, howsoever arising.

3. Payment of Consideration

Customer shall pay the consideration agreed with IPDefine on or before the agreed deadline by transferring to the bank account designated by IPDefine (the transfer cost shall be borne by Customer).

4. Limitation on Liability

i) Any guarantee (including, but not limited to, those related to description, merchantability, and fitness for particular purpose) whether explicitly or implicitly set forth in laws and regulations shall not apply to this Agreement.

ii) In particular, whilst IPDefine aims to ensure that materials and information contained in IPDefine-Provided Information are accurate and complete, IPDefine makes no explicit or implicit guarantee that materials provided as part of IPDefine-Provided Information are suitable for any particular purpose, or are complete, accurate or up-to-date.

5. Agreement Period

IPDefine shall start creating IPDefine-Provided Information pursuant to an agreement with Customer and supply IPDefine-Provided Information to Customer by an agreed deadline (the deadline may be extended due to force majeure or any other unavoidable circumstances based on a reasonable decision of IPDefine).

The period of this Agreement shall be a period agreed between Customer and IPDefine as required for the creation and supply mentioned above.

If Customer fails to perform any important provisions in this Agreement, and such failure (if curable) fails to be cured within 30 days following such failure notified to Customer in writing, IPDefine may immediately terminate this Agreement without giving notice. If this Agreement terminates before the expiry of the original period, IPDefine may demand payment from Customer of consideration in proportion to the period which has passed divided by the original period. The termination of this Agreement for any reason shall not have any effect on the rights of IPDefine to collect money payable at the termination or damages against breach of this Agreement before the termination.

6. Confidentiality

Customer undertakes to keep confidential and not to disclose to any third party or use itself, any confidential or secret information in any form directly or indirectly belonging or relating to IPDefine and its businesses as disclosed by IPDefine or received by Customer pursuant to or in the course of this Agreement (“Confidential Information”).

Customer undertakes to disclose Confidential Information of IPDefine only to its officers, employees, agents, and contractors to whom and to the extent to which the disclosure is necessary for the purposes contemplated under this Agreement.

The above obligations of confidentiality and non-use shall not apply to information or material: a) which was possessed by Customer prior to receiving from IPDefine, b) which, after receiving from IPDefine, is disclosed to Customer by a third party having the legal right to disclose, c) which is already available to the public at the time of receiving from IPDefine, or d) which becomes available to the public after receiving from IPDefine through no fault of Customer.

7. Force Majeure

Customer and IPDefine shall not be liable to each other for any delay in performance or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control such as act of God, government’s act, war, fire, flood, explosion, civil commotion or spread of epidemic.

8. No Waiver

No forbearance or delay by IPDefine in exercising its rights shall prejudice or restrict the rights of IPDefine, and no waiver of such rights or any right against breach of any contractual terms shall be deemed to be a waiver of the other rights or any right against subsequent breach.

9. No Assignment of Right and Contract

Customer may not assign its status, rights or obligations under this Agreement in whole or in part without prior written approval of IPDefine.

10. Entire Agreement

This Agreement constitutes the entire agreement between IPDefine and Customer relating to IPDefine-Provided Information to be supplied by IPDefine to Customer. If there is any discrepancy between this Agreement and a specific contract between IPDefine and Customer, the terms of the specific contract shall prevail over this Agreement.

11. Severability

Even if any clause of this Agreement is held unenforceable, the remaining clauses of this Agreement shall remain in full force and effect.

12. Governing Law

This Agreement of Use shall be construed in accordance with the laws of Japan.

13. Jurisdiction

Any dispute arising out of this Agreement shall be referred to the Tokyo District Court as the court of first instance with the exclusive jurisdiction.

14. Privacy Policy

To view IPDefine’s Privacy Policy, please access the Privacy Policy.