Section 1 General Provisions
Article 1.1 Purpose
Article 1.2 Definitions
The Strix Cloud software, all documentation, and the software development kits (SDK) provided by Company in Service, including minor variations designated by Company.
Online games or other similar content developed by a Subscriber, in which the Software is incorporated by the Subscriber.
A general term for both Development Contractors defined in Article 3.3 and Operating Contractors defined in Article 3.4.
(4) Subscription Agreement
Corporations or individuals that have entered into a Subscription Agreement with Company in accordance with the procedures prescribed in Article 2.1.
Authentication information required to use Service, which is issued to each Subscriber in accordance with the procedures prescribed in Article 2.1 paragraph 3.
An ID and password issued to each Subscriber in accordance with the procedures prescribed in Article 2.1 paragraph 4.
A derivative work, technical idea, or any similar change or modification that was created based on, or relying on, the Software and materials related to the Software (other than Content); for the avoidance of doubt, each Derivative incorporated into Content is included in the definition of “Derivative”.
An end user of Content.
Article 1.3 Scope of Application
Section 2 Creating Subscription Agreements
Article 2.1 Creating Subscription Agreements and Registration of Subscribers
1. In compliance with the procedures prescribed by Company, each person that wishes to use Service must enter the information required by Company on the Strix Cloud website's Strix Cloud application page and apply to register as a Subscriber of Service.2. Company may, at its discretion, refuse to register the applicant as a Subscriber if:
(1) the applicant applies for registration by any means other than the procedures provided in the preceding paragraph;
(2) the applicant gives false information or fails to inform Company of matters required for Service;
(3) the applicant falls within the definition of Anti-Social Force (defined in Article 10.3);
(4) the applicant or a person related thereto has previously been in breach of an agreement with Company; or
(5) the applicant is found unsuitable for any other reason by Company.
4. After a Subscription Agreement is created, Company will issue an Account for the use of Service to the Subscriber in the manner prescribed by Company.
5. If there is any change in the information registered by a Subscriber in accordance with paragraph 1 of this Article, such Subscriber shall promptly amend the registration information in accordance with the procedure set forth by Company. Company will not in any way be liable for any damage that may arise from the failure of any Subscriber to amend such registration information.
Article 2.2 Management of Tokens and Accounts
1. Each Subscriber shall strictly manage the Token and the Account issued to them by Company.
2. If a Subscriber’s Token or Account is stolen or suspected to have been stolen, the Subscriber must immediately notify Company to that effect and handle the matter in accordance with the instructions by Company.
3. In the absence of willful misconduct or gross negligence on the part of Company, Company will not be liable in any way for any damage arising from the use of a Subscriber’s Token or Account by any third party other than the Subscriber.
Section 3 Provision of Service
Article 3.1 Service Provision
Company will provide each Subscriber with Service in accordance with the features, and under the terms and conditions, stated on the Company website. Also, please note that Service cannot be used within the European Union. Therefore, using the Software within the EU shall be deemed as a violation of rules stated in Article 4.1.
Article 3.2 Use of the Software
1. Each Subscriber may use the Software, on a non-exclusive basis, for the following purposes only:
(1) for development of Content; and
(2) for services that distribute Content to Users; provided, however, that the Software provided in the trial version of Service cannot be used for this purpose.
2. Company may, from time to time, request a Subscriber to report the status of the use of the Software by the Subscriber, Users, and Contractors. The Subscriber shall prepare and submit a written report on the status of the use of the Software without delay upon request of Company.
3. Each Subscriber may use the Software and Derivatives only on computers or mobile devices (including smartphones) or in servers owned by the Subscriber. However, if, in accordance with paragraph 1, item (2) of this Article, a Subscriber distributes Content to Users or a User uses distributed Content, the Subscriber or the User may use the Software or Derivatives incorporated into the Content, to the extent necessary for the User to use the Content.
4. If a Subscriber wishes to delegate to Company the development and operation of Content, the Subscriber and Company shall consult and determine the terms and conditions of such delegation separately.
Article 3.3 Development Contractor
2. Notwithstanding Article 4.1 paragraph 1 item (11), in the case of the preceding paragraph, the Subscriber may allow the Development Contractor to use the Account issued to the Subscriber but only for the purpose of developing Content.
3. Each Subscriber shall cause its/their Development Contractors to register as a Development Contractor in accordance with the procedure prescribed by Company. If there is a change in the registered details of a Development Contractor or there is a change of Development Contractor, the Subscriber in question shall immediately cause the Development Contractor to amend the registration in accordance with the procedure prescribed by Company.
Article 3.4 Operating Contractor
2. Notwithstanding Article 4.1 paragraph 1 item (11), in the case of the preceding paragraph, the Subscriber may allow the Operating Contractor to use the Account issued to the Subscriber but only for the purpose of operating Content.
3. Each Subscriber shall cause its/their Operating Contractors to register as an Operating Contractor in accordance with the procedure prescribed by Company. If there is a change in the registered details of an Operating Contractor or there is a change of Operating Contractor, the Subscriber in question shall immediately cause the Operating Contractor to amend the registration in accordance with the procedure prescribed by Company.
Article 3.5 Subcontracting
Company may subcontract to a third party all or some of the duties necessary for the provision of Service to the Subscribers.
Article 3.6 Maintenance of Environment
Each Subscriber shall, at its/their own responsibility and expense, procure and maintain an operating environment necessary for the use of Service, and the like, including the following: computers and other terminals; displays, monitors, or other displaying devices; and an internet environment.
Article 3.7 The Principle of Self-Responsibility
Article 3.8 Advertising and Promotion
If Service is used in an online game developed by a Subscriber, Company may publicly announce the use of the Service in the online game for purposes of advertising and promoting Service. The Subscriber shall cooperate with Company in relation to any such public announcement.
Section 4 Prohibited Matters and Subscribers’ Obligations
Article 4.1 Prohibited Matters
1. Subscribers are prohibited from the following while using Service:
(1) erase from the Software or any Derivative any product descriptions, copyright statements, or any other similar written warnings, or statements on limitations based on the rights of Company;
(3) allow any third party to use a right granted to the Subscriber without Company’s prior written approval;
(4) reproduce all or any part of the Software or a Derivative without Company’s prior written approval;
(5) modify, reverse engineer, disassemble, or decompile all or any part of the Software or a Derivative or allow any third party to commit any such act;
(6) transfer, lend, or in any other way distribute all or any part of the Software or a Derivative;
(7) disclose to a third party a benchmark test result for the Software or a Derivative or any other important information related to the Software or any Derivative without Company’s prior written approval;
(8) damage the reputation, product value, or image of the Software or any Derivative or allow any third party to commit such act;
(9) discriminate against or slander Company or any third party; infringe the reputation, credibility, privacy, or any other moral right of Company or any third party; or commit any act likely to result in the foregoing;
(10) handle the Software or any Derivative in any manner that causes an adverse social or educational impact;
(11) allow any person other than the Subscriber to use the Subscriber’s Token or Account without Company’s prior written approval;
(12) improperly use another person’s Token or Account or commit any similar act;
(13) violate any law, regulation, or public order and morals, commit any act likely to result in the foregoing, or commit any similar act;
(14) commit a criminal act, suborn or facilitate a criminal act, or commit any act likely to result in the foregoing;
(15) falsify, or use any other improper means to collect or obtain, personal information or any other information of a third party, or commit any similar act;
(16) unlawfully disclose or provide to a third party the personal information of a person without that person’s consent, or commit any similar act;
(17) infringe Company’s or a third party’s rights or Company’s or a third party’s interests that are protected under law, or commit any similar act;
(18) intentionally provide false information, or commit any similar act;
(19) transmit or write any computer virus or other similar harmful program or the like on the Software;
(20) hinder the operation of Service, or commit any act likely to result in the foregoing;
(21) use the Service by any means or in any form that affects the networking of a third party, or commit any act likely to result in the foregoing;
(22) improperly access any computer, networking equipment, or the like operated by Company or a third party; improperly overload a server operated by Company or a third party; cracking or attacking any computer, networking equipment, or the like; or use Service by any means or in any form that impedes computers, networking equipment, or the like operated by Company or a third party;
(23) tamper with or delete a third party’s information that is accessible from Service; or
2. Company may implement technical measures in the Software that are necessary in order to protect Company’s rights in the Software. Each Subscriber agrees in advance to the implementation and execution (and the like) by Company and shall not remove and alter (and the like), such technical measures.
Article 4.2 User Obligations
2. If Company incurs any damage because of a User’s infringement of Company’s rights in or to the Software, in connection with a breach of the preceding paragraph by a Subscriber or for any other reason attributable to a Subscriber, the Subscriber shall compensate Company for the damage.
Article 4.3 Notices
If a Subscriber changes its/their trade name, representative, address or the like, or is merged or otherwise subject to any other material change, the Subscriber shall promptly report such change to Company in accordance with the procedure prescribed by Company.
Section 5 Compensation
Article 5 Service Fees
1. Each Subscriber shall pay Company the service fees specified on the Company website (hereinafter referred to as “Service Fees”) in accordance with the terms and conditions of payment specified thereon as consideration for the use of Service.
2. Company will not, for any reason, return to any Subscriber any Service Fees received from that Subscriber in accordance with this Article 5.
3. If a Subscriber does not pay the Service Fees when due, the Subscriber shall pay, as a lump sum together with the unpaid Usage Fee, delay damages of 14.6% per annum to be calculated from the day following the payment due date until the date of full payment.
4. Each Subscriber agrees in advance that Company may delegate to a third party the collection of unpaid Service Fees and assign to a third party the payment claims related to the Service Fees if Company is unable to collect Service Fees from a Subscriber on the payment due date.
Section 6 Ownership of Rights; Infringement of Rights by Third Parties
Article 6.1 Ownership of Rights
Article 6.2 Indication of Rights
1. Each Subscriber shall clearly mark on the Content and instruction manuals, websites, advertising, pamphlets, and other similar sales and promotional materials, at locations determined separately through consultation by the Subscriber and Company, the copyright indications related to the Software and other similar indications designated by Company based on the logo regulations determined by Company.
2. Company will separately provide each Subscriber with digital data for logos by electronic means.
Article 6.3 Infringement of Rights by Third Parties
1. If a Subscriber discovers that a third party will, or is likely to, infringe any rights in or to the Software, the Subscriber shall immediately notify Company to that effect.
2. If Company receives the notice provided for in Article 6.3 paragraph 1, it will, at its own discretion, decide whether or not to eliminate the infringement or take measures to resolve it. If in taking any of those measures Company requests the cooperation of the Subscriber in question, the Subscriber shall cooperate with Company to a reasonable extent.
Section 7 Service Suspension and Changes
Article 7.1 Changes to, or Suspension of Service
1. Company may, without notifying any Subscriber in advance, make changes or additions to all or a part of the contents of Service.
2. Company may temporarily suspend Service if any event set out below occurs. In that case, except in the event of an emergency, Company will notify Subscribers in advance of any such temporary suspension.
(1) Company conducts regular or urgent maintenance or repairs involving networking equipment or the like
(2) If systems for the provision of Service are overwhelmed due to excessive accessing or due to any other unforeseeable reason
(3) If it becomes necessary to do so for the security of Company
(4) If provision of Service becomes impossible due to any law, regulation, or any measure under any law or regulation
(5) If deemed necessary by Company under circumstances similar to any of the foregoing
3. Company shall not be liable in any way for any damage incurred by a Subscriber due to a change in the contents of Service or suspension of Service as provided for in Article 7.1 paragraph 1 or 7.1 paragraph 2.
Article 7.2 Termination of Service
Company may terminate all or a part of Service or any Subscription Agreement without any liability therefor if:
(1) Company gives at least six months’ notice to the Subscribers before the scheduled date of termination;
(2) it becomes impossible to provide the Service due to force majeure, such as a natural disaster; or
(3) any other unavoidable cause for termination.
Section 8 No Guarantee; Disclaimer; Damages
Article 8.1 No Warranty; Disclaimer
1. Company disclaims any warranty that the use of Service or the Software (a) conforms to any specific purpose intended by any Subscriber, (b) possesses the value, commodity value, quality, accuracy, utility, or completeness anticipated by any Subscriber, (c) does not infringe the rights of any third party, or (d) enables any Subscriber to achieve any of the benefits anticipated by that Subscriber.
2. Company shall not in any way be liable for any damage incurred by any Subscriber due to any operational fault, delay in operational processing, networking delay, operational inability, malfunction, or any other flaw in the systems for providing Service, in the absence of willful misconduct or gross negligence on the part of Company.
3. Company shall not in any way be liable for damage incurred by a Subscriber due to (a) a fault related to the internet or any other internet connection or networking equipment or (b) interference, hacking, data modification, or the like by a third party.
4. Company shall not in any way be liable for any damage incurred by any Subscriber due to a flaw in any of the following, which are prepared or set up by a Subscriber: (a) a computer or other terminal; (b) a display, monitor, or other displaying device, or (c) an internet environment or other similar operating environment.
5. Company shall not in any way be liable for any dispute that may arise between any Subscriber and a third party as a result of the Subscriber’s use of Service or the Software.
Article 8.2 Compensation for Damages
2. The provisions of Article 8.2 paragraph 1 will not apply if the damage incurred by a Subscriber or a third party is due to the willful misconduct or gross negligence of Company.
Section 9 Confidentiality; Protection of Personal Information
Article 9.1 Obligation of Confidentiality
1. Each party to a Subscription Agreement shall keep confidential the following technical or business information (hereinafter referred to as “Confidential Information”) disclosed to it by the other party (in this case, the receiving party is referred to as the “Recipient,” and the disclosing party is referred to as the “Discloser”) in relation to Service and shall not disclose or divulge all or any part of the Confidential Information without obtaining the Discloser’s prior written approval:
(1) all information disclosed by the Discloser in writing (including electronic or magnetic records recorded in storage devices for computers or recording media); and
(2) information disclosed by the Discloser orally or visually that, upon its disclosure, is indicated by the Discloser to be confidential and for which, no later than 14 days after that disclosure, a written summary that is reasonably sufficient to specify the contents of that information has been prepared by the Discloser.
2. Notwithstanding Article 9.1 paragraph 1, information that the Recipient proves to be covered by any of the following will not be considered Confidential Information:
(1) information that is publicly known or publicly available at or before the time the information is obtained by the Recipient;
(2) information that becomes publicly known or publicly available through no fault of the Recipient after the Recipient obtains that information;
(3) information that the Recipient already knew at or before the time the Recipient receives the information;
(4) information disclosed to the Recipient by a duly authorized third party;
(5) information that the Recipient develops independently without relying on the information.
3. The Recipient (a) may disclose the Discloser’s Confidential Information only to its own officers and employees who need to know such Confidential Information for legitimate [purposes] under the relevant Subscription Agreement and (b) shall cause those officers and employees to comply with the confidentiality obligations provided for in this Article 9.1.4. Company and each Subscriber shall not, without obtaining the other party’s prior written approval, use the Confidential Information of the other party for any purpose other the performance of the relevant Subscription Agreement.
Article 9.2 Management of Confidential Information
1. Each Subscriber shall not use for any purpose other than the use of Service any Confidential Information disclosed by Company.
2. Each Subscriber shall return or destroy Company’s Confidential Information in compliance with the instructions of Company upon the termination of the relevant Subscription Agreement or upon the request of Company.
Article 9.3 Handling of Personal Information
1. Company and each Subscriber shall comply with laws and regulations related to the protection of personal information in and outside Japan, and any relevant guidelines, and shall handle personal information appropriately.
2. Each Subscriber shall take appropriate measures in accordance with laws and regulations in and outside Japan, and any relevant guidelines, on all types of information provided by Users in the provision of Content, including obtaining appropriate consent from Users. If Company becomes liable to a third party for damages or is subject to the imposition of administrative monetary penalties from a judicial or administrative authority due to any Subscriber not taking such measures, Company may claim compensation against that Subscriber for the damage incurred by Company.
Section 10 Contract Period and Contract Cancellation
Article 10.1 Contract Period
1. Each Subscription Agreement shall be effective for a period of one year from the date of creation.
2. Each Subscription Agreement shall be renewed under the same terms and conditions for a period of one year, and the same shall apply thereafter, if neither Company nor the Subscriber thereunder informs the other party that it will not renew the Subscription Agreement at least one month before the expiration of the period provided for in this Article 10.1 paragraph 1.
Article 10.2 Contract Cancellation
1. Each Subscription Agreement may be terminated by Company or the Subscriber thereunder by written notice to the other party on the following grounds:
(1) the other party is subject to any provisional seizure, seizure, or any other similar temporary restraining order, compulsory execution, auction, or a petition for auction with respect to the material assets or business of the other party
(2) the other party is subject to a petition filed for commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation, or bankruptcy;
(3) the other party is subject to a demand for, or disposition for nonpayment of, taxes and public charges or is subject to provisional seizure in respect thereof;
(4) the other party suspends payments, becomes unable to pay debts, or is subject to suspension of business transactions with banks;
(5) the other party dishonors a bill or check;
(6) the financial status of the other party deteriorates or there is sufficient reason to believe that it will likely deteriorate;
(7) the other party defaults on or breaches the Subscription Agreement, and despite the other party being provided with a remedy period of 30 days or less and with notification in writing to remedy the default or breach, the default or breach is not remedied within that period;
(8) the other party is subject to disposition for suspension of business from a supervisory authority;
(9) without obtaining prior written consent, the other party transfers, pledges, or in any other way attempts to dispose of all of some of the rights or obligations under the Subscription Agreement, or attempts to commit such an act;
(10) it becomes difficult to achieve the purpose of the Subscription Agreement due to a disaster, labor dispute, or any other unavoidable circumstance;
(11) the ownership of the capital of the other party materially changes due to a merger with another company or for any other similar reason;
(14) any other event similar to those provided for in (1) through (13) above occurs.
2. Termination in accordance with Article 10.1 paragraph 1 does not preclude the exercise of the terminating party’s right to claim damages against the other party.
Article 10.3 Exclusion of Anti-Social Forces
1. Company and each Subscriber covenants to the other party each of the following:
(1) neither the covenanting party nor any of its officers (meaning directors, executive officers, corporate executive officers, company auditors, and any person similar to any of the foregoing persons) is an organized crime group, an organized crime group member, a quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist (sokaiya), a corporate extortionist acting under the guise of a social movement or political activity (shakai undo-to hyobo goro), a group or individual that in the context of having a relationship with an organized crime group plays a key part in structural injustice using force or through a financial connection with an organized crime group (tokushu chino boryoku shudan), or any other similar entity (collectively, “Anti-Social Force”) or has a socially reprehensible relationship with an Anti-Social Force;
(2) the covenanting party does not have a relationship through which it is considered to cooperate or be involved in the maintenance or operation of an Anti-Social Force, including using an Anti-Social Force for the purpose of pursuing benefit for the covenanting party or a third party or causing damage to a third party or providing an Anti-Social Force with funds, benefits, or the like;
(3) the covenanting party has not allowed its name to be used by an Anti-Social Force to execute any Subscription Agreement; and
(4) the covenanting party will not, by itself or through a third party, use threatening behavior or violence; spread rumors or use fraudulent means or force to obstruct the other party’s operations or to damage the reputation of the other party, make any unjust and illegal demand against another person, or commit any other similar act.
2. Company and each Subscriber may, without providing any notice or demand for remedy, terminate all or a part of the relevant Subscription Agreement if the other party breaches any of the covenants provided for in Article 10.3 paragraph 1.
3. Neither Company nor any Subscriber will be liable for any damage due to the termination of all or a part of any Subscription Agreement in accordance with Article 10.3 paragraph 2 and the other party incurs damage as a result of that termination. In addition, a party that breaches this Article 10.3 shall compensate the other party for all damage caused by that breach.
Article 10.4 Early Termination
Even during the effective period of any Subscription Agreement, Company may terminate the Subscription Agreement by giving to the relevant Subscriber at least three months’ notice of termination before the desired date of termination.
Article 10.5 Effect of Termination
1. A Subscriber shall not use Service or the Software after the end of the relevant Subscription Agreement.
2. After a Subscription Agreement ends, the Subscriber thereunder shall return or submit all reproductions and adaptations of the Software (for the avoidance of doubt, Company does not license to any Subscriber any reproductions or adaptations of the Software) and materials related to the Software. In addition, the Subscriber shall delete or destroy all items that cannot be submitted, including data and the like on hard disks in the Subscriber’s computers, and submit to Company written certification of that deletion or destruction, signed or sealed by a representative of the Subscriber, and Company may inspect such computers and the like to verify that all such data and the like has actually been destroyed or deleted.
3. If a Contractor holds any reproduction or adaptation of the Software or any materials related to the Software, then after the end of the relevant Subscription Agreement, the Subscriber thereunder shall, at its/their own responsibility and in accordance with the directions of Company, promptly (a) cause the Contractor to return or delete that reproduction or adaptation of such Software or material or (b) cause the Contractor to delete or destroy the reproduction or adaptation of such Software or material and cause the Contractor to submit to Company written certification of the deletion or destruction, signed or sealed by a representative of the Contractor.
4. If a Subscription Agreement ends, all related Individual Agreements and memoranda of understanding shall immediately cease to be effective.
Section 11 General Provisions
Article 11.1 Notification Methods
1. Notices from Company to the Subscribers shall be given by email, facsimile, or any other similar method of transmitting or sending written material, and the contents of each such notice shall be effective at the time it is transmitted or dispatched, unless otherwise provided for in the notice. However, in emergencies, Company may provide notices through other methods deemed appropriate by Company.
2. Notices provided for in Article 11.1 paragraph 1 shall be transmitted or sent to the address registered with Company by each Subscriber.
3. If Company complies with Article 11.1 paragraph 2, Company shall not be liable in any way for any damage incurred by a Subscriber or a third party due to the Subscriber being unaware of the notice."
Article 11.2 Restriction on Transfer of Rights
Company and each Subscriber shall not transfer to a third party, provide as security to a third party, or cause a third party to succeed to or assume, all or a part of any contractual status under the Subscription Agreement or all or a part of any right or obligation arising from the Subscription Agreement, without obtaining the other party’s prior written approval.
Article 11.3 Force Majeure
(1) natural disaster, fire, or explosion;
(2) contagious disease;
(3) war or insurrection;
(4) revolution or coup d’état;
(5) order or disposition issued by a governmental authority;
(7) strike or lockout; or
(8) any other circumstance similar to any of those provided for in (1) through (7) above.
Article 11.4 Surviving Provisions
Article 1.3, Article 2.1 paragraph 5, Article 2.2 paragraph 3, Article 3.7, Article 4.1, Article 4.2 paragraph 2, Article 5, Article 6.1, Article 7.1 paragraph 3, all provisions of Section 8, all provisions of Section 9, Article 10.2 paragraph 2, Article 10.3, Article 10.5, all provisions of Section 11, and each provision that, in light of its nature, should automatically survive will remain in effect after the termination, expiration of term, or any other similar event with respect to a Subscription Agreement.
Article 11.5 Consultation
Article 11.6 Governing Law and Jurisdiction
1. Each Subscription Agreement shall be governed by, and construed in accordance with, the laws of Japan.
2. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute resulting from or related to any Subscription Agreement.
Article 11.7 Language