Article 1. (Purpose)
Article 2. (Definitions)
- “JINS” stands for JIN Co., Ltd.
- “JINS MEME” means the spectacles-look wearable device which JINS will sell.
- “SDK” means the software development kit, which includes programs for the development of applications for smartphones for JINS MEME that JINS will provide online to the Developer.
- “App” means the application software for smartphones for JINS MEME.
- “Developer” means any professional entity or individual that develops the application software for smartphones for JINS MEME. By submitting the Application for Purchase, you represent and warrant that you qualify as the Developer as defined herein and purchase JINS MEME and the SDK solely for the Purpose and not for personal use as an end consumer.
- “Developed App” means the application software for smartphones for JINS MEME that the Developer develops.
- “Application for Purchase” means the Developer’s application for the purchase of JINS MEME and the use of SDK.
- “Sales Agreement(s)” means agreement(s) regarding individual transactions for JINS MEME entered into between the Developer and JINS with regard to the sale and purchase of JINS MEME.
- “Instruction Manual” means an instruction manual for JINS MEME provided by JINS.
Article 3. (Application for Purchase)
- The Developer (or its representative) shall accurately complete the Application for Purchase. In the event of there being any missing, misstated or inaccurate information provided in the Application for Use Purchase, such Application for Purchase may not be accepted, in JINS’s sole discretion.
- JINS may decline the Application for Purchase for any reason including the country of residence of the Developer.
Article 4. (Coming into the Effect of Sales Agreement)
A Sales Agreement shall come into effect when JINS sends notice to the effect that it will accept the Developer’s Application for Purchase and such notice reaches the Developer.
Article 5. (Payment)
Pursuant to an invoice issued by JINS, the Developer shall pay the price required for a Sales Agreement by means designated by JINS.
Article 6. (Delivery)
All deliveries of JINS MEME shall be conducted on the basis of DDU (Incoterms 2000). This means that the Developer shall bear the costs and risks involved in bringing the goods to its destination including the risks of the carrying out of customs formalities and the payment of the formalities, customs duties, taxes and other charges for import in the country of destination.
Article 7. (Transfer of Title)
The title of JINS MEME shall be transferred from JINS to the Developer at the time when the Developer receives the product after the coming into effect of a Sales Agreement after JINS receives the payment from the Developer.
Article 8. (Provision of the SDK)
- The Developer may download and install the most up to date SDK from JINS’s website for the Developer for free.
- The Developer must keep in strict confidence the ID and password issued in connection with the Application for Purchase and must not cause any third party to use the same.
- There may be instances where JINS will conduct a version upgrade of the SDK at JINS’s determination. In such instance, JINS may discontinue support for the old versions of the SDK.
Article 9. (Intellectual Property Rights relating to JINS MEME and the SDK)
Article 10. (Method of Using JINS MEME)
In using JINS MEME, the Developer shall comply with the Instruction Manual, without fail.
Article 11. (JINS’s Responsibilities)
- If there is any latent defect in JINS MEME, as long as the Developer discovers such defect and informs JINS thereof in a manner designated by JINS within one (1) year after his/her/its receipt of JINS MEME, JINS shall replace such product. For further details, please see the JINS website.
- Except in cases of wilful intention or gross negligence on the part of JINS, JINS shall not assume any liability for any direct, indirect, incidental, consequential, or special damages, or lost profit or other damages (whether foreseeable or not) caused to such Developer by the fact that the Developer has used JINS MEME.
- The Developer makes the Application for Purchase upon understanding and agreeing that JINS provides no warranty as to JINS MEME’s and the SDK’s completeness, accuracy, utility and non-infringement upon the rights or interests of any third party, and the Developer shall not bring any claims, etc., regarding any of the matters set forth in the foregoing.
- If the Developer discovers that there is any defect in JINS MEME and/or the SDK, or any possibility of infringement upon the rights or interests of any third party by JINS MEME and/or the SDK, the Developer shall immediately inform JINS thereof.
- JINS MEME AND/OR THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND JINS MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO JINS MEME AND/OR THE SDK, AND JINS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. DEVELOPER’S USE OF THE SDK IS AT ITS OWN DISCRETION AND RISK, AND DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF JINS MEME AND/OR THE SDK, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM, HARDWARE, SOFTWARE OR LOSS OF DATA.
Article 12. (Matters to be Complied with in Development)
- The Developer represents and warrants that the Developed App was developed independently by the Developer and that the use of the Developed App does not infringe rights and interests of third parties and does not constitute a breach of contract with a third party.
- The Developer represents and warrants that the Developed App is not in violation of any laws and regulations or the public order and morals, does not slander or defame any third parties, and does not interfere with the proper management of JINS’s business, nor that it contains anything that is likely to do so.
- The Developer represents and warrants that the Developed App does not contain any harmful codes such as viruses intended to obstruct other hardware, software or network functions and other computer programs or data and that such harmful codes will not be incorporated in the future.
- The Developer may not produce, sell or distribute the App that may obtain personal information (including live data detected by the JINS MEME) without taking appropriate steps to make such information collection fully in compliance with any and all applicable laws.
Article 13. (Matters to be Complied with concerning the Expression on the Developed App)
- The Developer shall comply with all design and trademark usage guidelines established by JINS (the “Design Guidelines”).
- All displays of the name “JINS MEME” in the Developed App, the Developer shall comply with the Design Guidelines. The use of any other indication (for example, indications of only “MEME” or “J!NS MEME”) is prohibited.
- The Developer may not make any representations, designations or other indications, such as “official,” that would cause a misunderstanding about the origin of or authorization for the App, or misrepresent that the Developed App is an app issued by JINS or is an app that received JINS’s authorization.
- The Developer may not make any excessively violent expressions, openly sexual expressions, expressions tied to discrimination due to race, nationality, belief, sex, social status or lineage, expressions that induce or encourage suicide, acts of self-harm and drug abuse, or other expressions that contain social content and cause offense to others in the Developed App.
Article 14. (Rights relating to the Developed App)
- The copyright of the Developed App shall be owned by the Developer.
- Discontinue the sale or distribution of the Developed App;
- Discontinue the use of the SDK and destroy all copies; and
- Destroy or delete any information concerning the SDK that is in the Developer’s possession and any deliverables obtained by using the SDK (including, without limitation, the Developed App), and promptly deliver a document certifying such destruction or deletion to JINS.
Article 16. (Discontinuation of Use and Discontinuation of Delivery)
- If any defect is discovered in the SDK, or if any possibility of infringement in the rights or interests of any third parties is discovered, or if JINS judges it necessary, JINS may demand the Developer to discontinue its use of the SDK. In such case, the Developer shall promptly discontinue its use of the SDK. JINS is not liable in any way for damages arising to the Developer by the discontinuance of use of the SDK according to this clause.
- If any defect or failure is discovered in the website delivering the SDK, if maintenance or inspection will be conducted for the said website, if it becomes difficult to deliver the SDK due to any force majeure event, including earthquake, lightning, fire, flood, natural disaster, war and terrorism, or if JINS judges it necessary, JINS may discontinue all or part of the delivery of the SDK without the need to provide prior notice to the Developer. JINS shall in no way be liable for any damage caused to the Developer due to any discontinuation of the delivery of the SDK in accordance with this paragraph.
Article 17. (Limitation of Liability)
- JINS shall in no way be liable for any damage caused to the Developer due to the use of the SDK, regardless of the cause thereof, except for damage caused by the wilful intention or gross negligence of JINS.
- Even if JINS becomes liable to provide any compensation for damage, the scope of the damage for which JINS shall be liable shall be limited to the normal and direct damage actually caused to the Developer due to the use of the SDK by the Developer. Irrespective of whether or not there is any foreseeability by JINS and the Developer, as stated further below, JINS shall not be liable for any indirect damage such as damage caused by special circumstances, lost profits and other damage incurred by the Developer under claims for compensation for damage by a third party.
- JINS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE SDK OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USE OF THE SDK, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF JINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. JINS’S ENTIRE LIABILITY SHALL BE LIMITED TO US$100.
Article 18. (Prohibited Acts)
The Developer may not engage in any of the following acts:
- Use for a purpose other than the Purpose, especially, JINS MEME shall not be used for any medical acts;
- Duplication, alteration, reverse engineering, reverse compiling or reverse assembly of JINS MEME and/or the SDK, or other acts similar thereto;
- Developing an App for JINS MEME by using the SDK in violation of applicable laws, ordinances or regulations, or the guidelines of administrative offices; or developing the App with intent to damage the life, body or property of any person;
- Using the SDK and/or the JINS MEME in a manner that infringes upon the legal interests of other persons or violates the public order or morals;
- Engaging in any act which infringes or may infringe upon the honor, reputation, rights, or property, etc., of JINS or any third party, or any act in violation of the public order or morals by using the SDK;
- Other the foregoing items, engaging in any acts deemed inappropriate by JINS.
Article 19. (Elimination of Anti-Social Forces)
- The Developer represents that it does not, and affirms that it will not hereafter, fall under any of the following: an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate extortionist (“sokaiya”), a racketeer advocating a social/political movement (“shakaiundo/ seijikatsudo-hyobogoro”) or a special intelligence organized crime group (“tokushuchinoboryokushudan”) or any other anti-social force equivalent to any of the foregoing (hereinafter collectively called “Anti-Social Forces”) and that it does not directly or indirectly engage in any negotiations with any Anti-Social Forces.
- The Developer affirms that it shall not engage in or cause any third party to engage in any of the following acts:
- ・A violent act of demand;
- ・An unjust act of making a demand going beyond legal responsibility;
- ・An act of using intimidating words or actions or violence, in connection with transactions;
- ・An act of undermining the honor or credibility of, or interfering with the business of, another person by spreading rumors or using fraudulent means or force; or
- ・Any act equivalent to any of the foregoing.
Article 20. (Termination)
Article 21. (Personal Information)
Article 24. (Survival)
Article 25. (Governing Law)
Article 26. (Jurisdiction)
(Effective Date: June 20, 2016)