Terms of Use

Agreement

This document sets forth a legal agreement between CELSYS, Inc. (“Celsys”), a Japanese company, and you (“User”). User's use of any Celsys' website or service (collectively “Service” or “Services”)is subject to these terms of use provided herein below (“Terms”). User includes those who uses or accesses any part of the Service including browsing it. User agrees to be bound by the Laws of Japan.

The Services can be accessed from countries around the world and User is responsible for compliance with all applicable local Laws. Those who stay or visit (regardless of its duration) in People's Republic of China (except for Taiwan, Hong Kong, and Macau) are not allowed to use the Service. When users access to the Service from People's Republic of China (except for Taiwan, Hong Kong, and Macau), they are not allowed to use the Service either, and Celsys will reject such accesses. Similar services are available from our joint venture, UNICORN (http://www.xmunicorn.com/) in People's Republic of China (except for Taiwan, Hong Kong, and Macau). The Services are controlled, operated, and administered by Celsys, and Celsys reserves the right to block access to the Services by certain international users.

1. Definitions.

Unless otherwise defined, capitalized terms used throughout the Terms have the meanings stated below:

1.1 “Account Information” means the information User provides to Celsys when User register for the Services, including User's personal information, log-in ID and password, and all related information, and associated with or inside User's account (or any part thereof).

1.2 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.

1.3 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from Japan or other applicable countries.

1.4 “Marks” means the trademarks, logos and service marks displayed on the Services.

1.5 “Software” means Celsys' software code and associated documentation, content files, drivers, patches, or fonts.

2. Acceptance of Terms.

2.1 User may not use the Services if user does not agree to the Terms. User may accept the Terms by selecting “I agree” to the Terms, or by merely browsing the Services.

2.2 After concluding a sales contract, User is not allowed to cancel it, change it, request for a refund, return a product, etc. for any reason.

2.3 User may not use the Services if User is prohibited by Law from receiving or using the Services, or if User is not fully able and competent to enter into a binding contract with Celsys, such as if User is not of legal age or has not obtained parental consent.

2.4 Celsys may require User to provide consent to the updated Terms before further use of the Services is permitted. Otherwise, User's continual use of any Service constitutes User's acceptance of the changes.

3. Privacy Policy.

For information about Celsys' data protection and collection practices, please carefully read the Celsys' Privacy Policy and Personal Information Collection Statement at //www.celsys.co.jp/en/information/privacy.html. User agrees to Celsys' use of User's data in accordance with the Privacy Policy.

4. Ownership.

4.1 The Services are protected by Intellectual Property Rights. Except as expressly provided in the Terms, Celsys and its licensors do not grant any express or implied rights to use the Services. All rights, title, and interest in the Service, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of Celsys and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to User or any third parties.

4.2 The Marks are the property of Celsys or other rights holders. User is not permitted to use the Marks without the prior consent of Celsys or the rights holder. Logos owned by Celsys are trademarks of Celsys Inc.

5. Use of Service

5.1 To the extent User complies with the terms of this Agreement, Celsys grants to User a non-exclusive right to access and use the Services subject to the Terms.

5.2 There will be occasions when the Service will be interrupted for maintenance, upgrades or repairs, or as a result of failure of telecommunications links or equipment that are beyond our control. Celsys will take reasonable steps to minimize such disruption, to the extent it is within Celsys' reasonable control.

5.3 Celsys may modify or discontinue, temporarily or permanently, the Services, or any portion thereof, with or without notice. User agrees that Celsys shall not be liable to User or anyone else if Celsys does so.

6. Account Information.

User agrees that User's Account Information will always be complete, accurate, and up-to-date. It is User's responsibility to keep User's account password or log-in credentials confidential at all times and User is solely responsible to Celsys for all activity that occurs via User's account. If User becomes aware of any unauthorized use of User's account or Account Information, or any other breach of security, User agrees to notify Celsys by contacting the customer support at https://www.clipstudio.net/en/support/. Celsys may require that User changes User's Account Information or certain parts of User's Account Information at any time for any reason.

7. Restrictions.

7.1 User agrees not to access or attempt to access the Services by any means other than the interface provided by Celsys or circumvent any access or use restrictions put into place to prevent certain uses of the Services.

7.2 User agrees not to use, or to encourage or permit others to use, the Services to:

(a) Impersonate any person or entity, or falsely state or otherwise misrepresent User's affiliation with a person or entity;

(b) Access or use the Services in any manner that could damage, disable, overburden, or impair any Celsys server or the networks connected to any Celsys server;

(c) Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Law related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;

(d) Disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites;

(e) Disrupt, interfere with, or inhibit any other User from using and enjoying the Services;

(f) Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services, use of any Service, or access to any Service;

(g) Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services;

(h) Defraud, defame, or otherwise violate the legal rights of others.

8. Use of Software.

8.1 Software made available via the Services is governed by the license agreement referenced in the Software. If there is any conflict between these Terms and the license agreement provided with such Software, then the license agreement shall take precedence in relation to that Software.

8.2 Updates for the Software will be available via the Services. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions. User agrees to receive such updates as part of User's use of the Services.

9. Indemnification.

User agrees to indemnify and hold Celsys and its parent company, subsidiaries, affiliates, officers, agents, employees, or other partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of User's use of the Services, User's connection to the Services, User's violation of the Terms, or User's violation of any rights of another, including any Intellectual Property Rights.

10. Disclaimer of Warranties.

User expressly understands and agree that, to the maximum extent permitted by applicable Law:

10.1 The services are provided by Celsys “as is,” without warranty of any kind, express, implied, statutory, or otherwise, including the implied warranties of title, non-infringement, quiet enjoyment, merchantability, or fitness for a particular purpose. Without limiting the foregoing, Celsys and its licensors make no warranty that (a) the Services will meet User's requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services will meet User's expectations; or that (d) any errors or defects in the Services will be corrected. No advice or information, whether oral or written, obtained by User from Celsys or through or from use of the services shall create any warranty not expressly stated in the terms.

10.2 Celsys specifically disclaims any liability with regard to any actions resulting from User's use of or participation in any Services.

10.3 Celsys does not control, endorse, or accept responsibility for any Services offered by third parties accessible through linked sites. Celsys makes no representations or warranties whatsoever about, and shall not be liable for, any such third parties or their services. Any dealings that User may have with such third parties are at User's own risk.

10.4 To the maximum extent permitted by applicable Law, Celsys will have no liability under intellectual property rights, libel, privacy, publicity, obscenity, or other Laws. Celsys also disclaims all liability with respect to the use, misuse, loss, modification, or unavailability of any user material.

10.5 Celsys will not be liable for any loss that User may incur as a result of someone else using User's password or account or Account Information in connection with the site or any Services, either with or without User's knowledge.

10.6 Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to User.

11. Limitation of Liability.

11.1 In no event shall Celsys, its officers, directors, employees, partners, licensors, or suppliers be liable to User or anyone else for any special, incidental, indirect, consequential, or punitive damages whatsoever, including those resulting from loss of use, data, or profits, whether or not foreseeable or if Celsys has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with User's use of or access to the Services. Nothing in the Terms shall limit or exclude Celsys' liability for gross negligence or intentional misconduct of Celsys or its employees, or for death or personal injury.

11.2 Celsys' aggregate liability and that of its affiliates, licensors, and suppliers under or in connection with this Agreement shall be limited to 10,000 JPY. This limitation will apply even if Celsys has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

11.3 The limitations and exclusions in this Section 11 apply to the maximum extent permitted by applicable Law in any jurisdiction. Some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential, or punitive damages. Accordingly, the limitations and exclusions set forth above may not apply to User.

12. Investigations.

12.1 Celsys, in its sole discretion, may monitor or review the Services at any time.

12.2 Although Celsys does not generally monitor User activity occurring in connection with the Services, if Celsys becomes aware of any possible violations by User of any provision of the Terms, Celsys reserves the right to investigate such violations, and Celsys may, at its sole discretion, immediately terminate User's rights hereunder, including User's right to use the Services, or change, alter, or remove User's Account Information, in whole or in part, without prior notice to User. If, as a result of such investigation, Celsys believes that criminal activity has occurred, Celsys reserves the right to refer the matter to, and to cooperate with, any and all applicable Law enforcement authorities. Except to the extent prohibited by applicable Law, Celsys is entitled to retain and/or disclose any information, including User's Account Information, in Celsys' possession in connection with User's use of the Services to (a) comply with applicable Law, legal process, or governmental request; (b) enforce the Terms; (c) respond to User's requests for customer services; or (d) protect the rights, property or personal safety of Celsys, its Users, or third parties, including the public at large, as Celsys in its sole discretion believes to be necessary or appropriate.

13. Notification of Copyright Infringement.

Celsys respects the Intellectual Property Rights of others and expects its Users to do the same. Celsys will respond to clear notices of copyright infringement consistent with applicable Law. Infringement notice shall clarify infringing content or material and other information as suggested by the applicable Law. Regardless of applicable law, Celsys may respond to infringement notice by removing or disabling access to contents or materials alleged infringement.

14. Termination.

14.1 As an individual User for a Service, User may stop using the Service at any time.

14.2 Subject to the Terms, Celsys may terminate this Agreement with User at any time.

14.3 Celsys may also terminate or suspend all or a portion of User's account and/or access to the Services for any reason. Termination of User's account may include: (a) removal of access to all offerings within the Services; (b) deletion of User's Account Information; and (c) barring of further use of the Services.

14.4 User agree that all terminations for cause shall be made in Celsys' sole discretion and that Celsys shall not be liable to User or any third parties for any termination of User's account, or access to the Services.

14.5 Upon expiration or termination of the Terms, User shall promptly discontinue use of the Services. However, any of User's indemnification obligations hereunder, any of Celsys' disclaimers or limitations of damages of liabilities hereunder, and Sections Article 4, 5.2, 5.3, 7, 8, 9, 10, 11, 12, 13, 14.3, 14.4, 14.5, 14.6, 15, 16, 19 will survive any termination or expiration of the Terms.

14.6 In the event of termination by Celsys for reasons other than breach of these Terms, Celsys will provide notice pursuant to the Terms.

15. Export Control Laws.

User acknowledges that the Services and Software are subject to Japanese Foreign Exchange and Control Act and other Japanese export and/or import Laws and that User will comply with the export and/or import Laws. User will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to export restrictions, (b) any end user whom User knows or have reason to know will utilize them in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”), or (c) any end user who has been prohibited from participating in export transactions by any agency of government (each, a “Sanctioned Party”). In addition, User is responsible for complying with any applicable Laws in relation to export and/or import in any jurisdiction which may impact User's right to import, export, or use the Services or Software. User represents and warrant that (i) User will not use the Services or Software for a Prohibited Use, and (ii) User is not a Sanctioned Party. All rights to use the Services and Software are granted on condition that such rights are forfeited if Customer fails to comply with the terms of this Agreement. If Celsys has knowledge that a violation has occurred, Celsys may be prohibited from providing maintenance and support for the Services or Software.

16. Governing Law and Resolution of Disputes.

16.1 This Agreement is governed by the Laws of Japan. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

16.2 User agrees that any claim or dispute User may have against Celsys or Celsys may have against User must be resolved by arbitration to be held in Tokyo, Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.

16.3 All claims User brings against Celsys must be resolved in accordance with this Section. All claims filed or brought contrary to this section shall be considered improperly filed. Should User file a claim contrary to this section, Celsys may recover attorneys' fees and costs up to 100,000JPY provided that Celsys has notified User in writing of the improperly filed claim and User have failed to properly withdraw the claim.

16.4 Notwithstanding the foregoing, in the event of User's or others' unauthorized access to or use of the Services in violation of the Terms User agree that Celsys shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

17. Sending of Information and use of cookies

Celsys uses cookies to make its services more convenient for customers and to obtain information that helps us to continuously improve them. We do not collect information using cookies other than required cookies without explicit consent from residents of the European Economic Area.

You can opt-out from cookies, as stated in the Cookie Policy. You can also disable cookies using browser settings, but this may disable some features. For details on browser settings related to cookies, please see the software help page or contact the browser administrator.

Cookies are pieces of data that this service sends to your browser. This data is recorded on your computer or mobile device.

Cookies do not record personal information such as your name, address, or telephone number. There is no risk of an adverse effect to your device.

We use the following categories of cookies on our website. For more details, please see our Cookie Policy.

18. Javascript

Enable JavaScript to browse this website. If JavaScript isn't enabled, it will not be displayed correctly. For more information about the browser settings, refer to the help page of software or contact the manufacturer.

19. Miscellaneous.

19.1 Any notice provided to Celsys pursuant to the Terms should be sent to Pacific Marks Shinjuku, 4-15-7 Nishi-Shinjuku, Shinjuku-ku, Tokyo 160-0023 Japan.

19.2 Celsys may provide User with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.

19.3 The Terms constitute the entire agreement between Celsys and User with respect to User's access to or use of the Services and supersede any prior agreements between User and Celsys on such subject matter.

19.4 User may not assign or otherwise transfer the Terms, or any right granted hereunder, without Celsys' prior written consent.

19.5 If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

19.6 Any failure by Celsys to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.

19.7 Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.

19.8 User is solely responsible for User's familiarity and compliance with any Laws that may prohibit User from participating in or using any part of the Services.

Last Updated:2020/3/18