Terms of Service | IPDefine

These Terms of Service set forth the terms and conditions for the use of information and services provided by IPDefine.

1. Definitions

"IPDefine Provided Information" means all information contained in evaluations and ratings provided by IPDefine, as well as in documents, including electronic media, that explain such evaluations and ratings.
"Customer" means any corporation or individual that has agreed in writing or online with IPDefine to receive IPDefine Provided Information.

2. Ownership of Intellectual Property

The Customer acknowledges and agrees to the following:

IPDefine owns, in all respects, all intellectual property rights ("IPR") in the information, documents, and related matters contained in IPDefine Provided Information, including patents, copyrights, software-related rights, design rights, trademarks, service marks, trade secrets, know-how, database rights, domain names, and all other intellectual property or industrial property rights worldwide, whether registered or unregistered, and has the right to apply for registration of the foregoing.
The Customer has no intellectual property rights or other proprietary rights in IPDefine Provided Information or in any data or materials contained therein.
Except as expressly permitted under this Agreement, nothing in this Agreement grants the Customer, whether by implication, estoppel, or otherwise, any license or right to use intellectual property rights in IPDefine Provided Information without the prior written approval of IPDefine or any third party that may own such intellectual property rights.

2. Ownership of Intellectual Property (Use Restrictions)

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

Unless IPDefine gives prior written consent, the Customer may not sell, assign, communicate, or distribute all or any part of IPDefine Provided Information in any form, or permit any third party, including but not limited to customers, prospective customers, suppliers, agents or other business partners, accountants, lawyers, banks, brokers, or licensees, to access IPDefine Provided Information.

The Customer's subsidiaries, affiliates, and holding companies must not directly or indirectly permit the foregoing acts, whether or not a transaction is executed, and must not permit any operator trading with the Customer under the same umbrella trade name, whose direct equity interest differs from that of the Customer in any respect, to perform the foregoing acts.

The Customer may use IPDefine Provided Information only within the scope of its ordinary day-to-day business.

The Customer must not provide materials to any third party without IPDefine's written consent or consent by electromagnetic record unless the following conditions are satisfied:

IPDefine is clearly identified as the owner of all intellectual property.
The relevant third party is made subject to confidentiality obligations to the extent reasonably possible.
The materials are either temporarily provided to a third party, or the materials are not provided to business partners or prospective customers except where the materials are used as part of a presentation or similar event by the Customer.

2. Ownership of Intellectual Property (Continued)

Even if the Customer copies or reproduces intellectual property onto a hard disk, file server, or equivalent equipment located within its own premises for ease of use, reference, or any other reason, the Customer agrees to ensure that only users designated by IPDefine can access such intellectual property unless additional fees separately agreed in writing are paid to IPDefine.

The Customer may distribute paper and electronic reproductions of IPDefine Provided Information only to its officers and employees for the purpose of conducting the Customer's business.

If the Customer distributes reproductions to any third party other than its own officers and employees, including but not limited to subsidiaries, affiliates, and holding companies, the Customer agrees to indemnify IPDefine against any claims arising from such unauthorized distribution and to be responsible for paying an amount equivalent to the lost sales caused by the unauthorized distribution of any part of IPDefine Provided Information, calculated by reference to the price at which IPDefine normally provides such IPDefine Provided Information.

The Customer, or any user of IPDefine Provided Information provided to the Customer, whether licensed or unlicensed, must not financially rely on any figures, opinions, or inferences contained in IPDefine reports or intellectual property, and must not use IPDefine Provided Information to solicit investment from others without IPDefine's written consent.

The Customer, or any user of IPDefine Provided Information provided to the Customer, whether licensed or unlicensed, agrees to fully and effectively indemnify IPDefine against all claims against IPDefine, regardless of cause, if the Customer or such user fails to follow this procedure.

3. Payment of Consideration

The Customer shall pay the consideration agreed with IPDefine by remitting it to the bank account designated by IPDefine by the agreed deadline. Any remittance fees shall be borne by the Customer.

4. Limitation of Liability

Warranties expressly or impliedly provided by law or regulation, including but not limited to warranties as to description, merchantability, and fitness for a particular purpose, do not apply to this Agreement.
In particular, while IPDefine endeavors to ensure that the materials and information contained in IPDefine Provided Information are accurate and complete, IPDefine makes no express or implied warranty that materials provided as part of IPDefine Provided Information are suitable for any particular purpose, or that they are complete, accurate, or up to date.

5. Term of Agreement

IPDefine shall begin preparing IPDefine Provided Information based on its agreement with the Customer and shall provide IPDefine Provided Information to the Customer by the agreed deadline. Such deadline may be extended due to force majeure or other unavoidable circumstances based on IPDefine's reasonable judgment.

The term of this Agreement shall be the period agreed between the Customer and IPDefine as the period necessary for the preparation and provision described above.

If the Customer fails to perform a material provision of this Agreement, and such failure, if capable of remedy, is not remedied within 30 days after written notice, IPDefine may terminate this Agreement immediately without further notice.

If this Agreement is terminated before the expiration of the original term, IPDefine may claim payment of consideration from the Customer in proportion to the elapsed period divided by the original term.

Termination of this Agreement for any reason does not affect IPDefine's right to recover any money payable upon termination or damages for any breach of this Agreement occurring before termination.

6. Confidentiality

The Customer undertakes to keep confidential and not disclose to any third party or use for itself any confidential or secret information in any form that is disclosed by IPDefine, or received by the Customer under or in the course of this Agreement, and that directly or indirectly belongs to or relates to IPDefine or its business ("Confidential Information").

The Customer undertakes to disclose IPDefine's Confidential Information to its officers, employees, agents, and contractors only to the extent disclosure is necessary for the purposes contemplated by this Agreement.

The confidentiality and non-use obligations above do not apply to the following information or materials:

Information already possessed by the Customer before receiving it from IPDefine.
Information disclosed to the Customer after receipt from IPDefine by a third party that has a legal right to disclose it.
Information that is already publicly available at the time it is received from IPDefine.
Information that becomes publicly available after receipt from IPDefine through no fault of the Customer.

7. Force Majeure

The Customer and IPDefine shall not be liable to each other for any delay or failure in performing obligations under this Agreement arising from causes beyond reasonable control, including acts of God, acts of government, war, fire, flood, explosion, civil disturbance, or the spread of infectious disease.

8. No Waiver

Any forbearance or delay by IPDefine in exercising its rights shall not prejudice IPDefine's rights, and any waiver of a right or of a breach of contractual terms shall not be deemed a waiver of any other right or of any subsequent breach.

9. No Assignment of Rights or Agreement

The Customer may not assign its status, nor may it modify all or any part of its rights or obligations under this Agreement, without the prior written approval of IPDefine.

10. Entire Agreement

This Agreement constitutes the entire agreement between IPDefine and the Customer concerning IPDefine Provided Information provided by IPDefine to the Customer. If there is any inconsistency between this Agreement and a specific agreement between IPDefine and the Customer, the terms of the specific agreement shall prevail.

11. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

12. Governing Law

These Terms of Service shall be interpreted in accordance with the laws of Japan.

13. Jurisdiction

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

14. Privacy Policy

To view IPDefine's Privacy Policy, please visit Privacy Policy.