Last updated: March 31, 2020
BY ACCEPTING THIS AGREEMENT, SIGNING UP FOR THE SERVICE, OR ACCESSING OR UTILIZING THE SERVICE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RCL, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER FOR THE SERVICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT FULLY UNDERSTAND ANY PART OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND SHOULD IMMEDIATELY CEASE ANY FURTHER ATTEMPT TO ACCESS OR USE THE SERVICE.
IF YOU SUBSCRIBE TO THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN THE AGREEMENT WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT RCL’S THEN-CURRENT FEE FOR THE SERVICE UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 3.3 BELOW.
FOR USERS IN THE UNITED STATES ONLY: PLEASE BE AWARE THAT SECTION 8 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
SUBSCRIPTION AGREEMENT WITH OUR AFFILIATES: If you have concluded a subscription agreement with one or more of our affiliates for the Service, and the provisions of that subscription agreement are in conflict with the provisions of this Agreement, the provisions of that subscription agreement will prevail over the provisions of this Agreement.
GEOGRAPHIC LIMITATION: User may not access or use the Service from any location outside of Belgium (the “Territory”).
COMMERCIAL USE: User may not access or use the Service for any purposes other than commercial purposes.
THIRD PARTY PRODUCTS: This Service may include or utilize software programs or services owned by third parties (“Third Party Products”). All Third Party Products are subject to the license agreements that pertain to them and to the terms of this Agreement, except where inconsistent. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL THIRD PARTY PRODUCTS ARE FURNISHED BY RCL “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY RCL IN ITS SOLE DISCRETION AT ANY TIME. We may change the Agreement from time to time, and will always post the most current version on the site. If we make any material changes, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. If you do not agree to the changes, you shall stop using the Service. Otherwise, your continued use of the Services constitutes your acceptance of such changes.
2.1 Term. The term of Service is determined at the time you initiate billing; either Monthly or Annual. The Service will automatically renew at the end of your Term.
2.2 Termination by RCL. RCL may discontinue the Service, or suspend or terminate User’s access to the Service at any time if: (a) there is an unavoidable emergency, in which case RCL may not be able to provide prior notice to User; (b) RCL believes it would be commercially beneficial to do so in RCL’s sole discretion, in which case RCL will provide User with advance notice of termination, if feasible; (c) RCL is required to do so by any applicable law or governmental authority; or (d) User violates any term of this Agreement or any other agreement, including but not limited to the Order, between RCL and User. RCL may suspend free or trial User Accounts at any time and for any reason.
2.3 Suspension. Additionally, RCL may temporarily suspend or disable the Service, or components of the Service, from time to time in order to perform routine or emergency maintenance. RCL will make reasonable efforts to provide User with notice in advance of performing maintenance service, and minimize the amount of time that the Service is unavailable to User while performing maintenance.
2.4 Termination by User. User may terminate a free or trial User Account at any time by deleting the Account. Access to the Service will be denied if the free or trial period has expired. You may cancel a Service at any time prior to renewal of the applicable Service. Additional information on payments and renewals are set out in section 3.
2.5 Effect of Termination. Upon expiration or termination of User’s access to the Service for any reason, User shall immediately (a) discontinue and make no further attempt to access or use the Service; and (b) delete and make no further use of any Account Information or any material or information containing RCL’s Intellectual Property Rights in User’s possession. You understand that any termination of the Service may involve deletion of User Content (as defined in Section 7) associated therewith from our live databases. RCL will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content.
2.6 Beta Program.
RCL may offer Beta Versions of the Service to selected users. Beta services are subject to this Agreement as well as any additional terms defined and presented to users for acceptance prior to the program and will have a predetermined end date. RCL may terminate a Beta Program at any time, for any reason.
3.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide RCL (or the third party service provider we use to administer fees, such as Stripe) with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Service. Your Payment Provider agreement governs your use of the Payment Provider account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing RCL with your credit card number and associated payment information, you agree that RCL is authorized to immediately invoice your Account for all fees and charges due and payable to RCL hereunder and that no additional notice or consent is required. You agree to immediately notify RCL of any change in your billing address or the Payment Provider account used for payment hereunder. RCL reserves the right at any time to change its prices and billing methods, either immediately upon providing notice of such changes as set forth herein.
3.2 Subscriptions. Service are billed on a subscription basis (“Subscription”). You will be billed in advance on a recurring, monthly or annual basis, (depending on the Subscription selected at the time of sign up). You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. By providing your payment information, you agree that (a) RCL is authorized to immediately invoice your Account for all fees and charges due and payable to RCL hereunder, (b) RCL is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (c) no additional notice or consent is required for the foregoing authorizations. You agree to keep your payment information current for so long as you use the Service. RCL reserves the right at any time to change its prices and billing methods.
3.3 Automatic Renewal. Your Subscription will automatically renew at the end of your Subscription Term. The renewal fee shall be the then-current fee for the Service. RCL reserves the right to modify the fees and charges and to introduce new charges at any time. Subscriptions to the Service automatically renew monthly or annually (depending on whether you ordered a monthly or annual subscription) until you cancel the Services. You may cancel your Subscription at any time prior to renewal of the applicable Service. You agree to pay all fees or changes to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Any applicable taxes, levies, or duties imposed by taxing authorities will be in addition to RCL’s fees, and you are responsible for payment of all such taxes, levies or duties.
3.4 Refunds. Subject to your EU consumer statutory rights, all payments are nonrefundable (even if you cancel any Services prior to the expiration of the term).
3.5 Discounts. We may, in our sole discretion, create discounts that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per discount basis (“Discounts”). Discounts may only be used once per person. Only Discounts sent to you through official RCL communications channels are valid. You agree that Discounts: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (c) may be disabled by us at any time for any reason without liability to us; (d) may only be used pursuant to the specific terms that we establish for such Discounts; (e) are not redeemable for cash; and (f) may expire prior to your use.
3.6 Change of fees and charges. RCL may change the fees charged for the Service at any time, provided that, the change will become effective only at the end of the then-current paid Service period of your Subscription. RCL will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
4.1 Ownership of Service. User acknowledges and agrees that the Service uses and contains confidential and proprietary information and technology of RCL and its affiliates and embodies trade secrets and intellectual property of RCL and its affiliates and/or its licensors protected under copyright and other laws of the United States of America, Canada, Japan and/or other countries, and by international treaty provisions (collectively referred to as “RCL Intellectual Property Rights”). As between the parties, except for the limited right to access and use the Service granted herein, RCL and/or its licensors retain all right, title, and interest in and to RCL Intellectual Property Rights, including but not limited to: (a) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto; (b) all ideas, trade secrets, inventions, patents, copyrights and other intellectual property rights with respect to the Service; (c) all evaluations, comments, ideas and suggestions made by User regarding the Service, even if those are incorporated into subsequent versions, and (d) any modifications or derivative works developed from RCL Intellectual Property Rights. User agrees to treat, protect and maintain, RCL Intellectual Property Rights as strictly confidential. The names “リコー,” “RICOH,” “Ricoh,” “RICOH THETA” “RICOH360 Tours” and other names and marks used in provision of the Service are trademarks or registered trademarks of RCL, its affiliates, or licensors, and may not be used without permission of RCL.
4.2 License, Scope of Use and Restrictions. Subject to the terms, conditions and restrictions of this Agreement, RCL grants User a limited, revocable, non-exclusive, non-transferable, non-sub licensable license to access and use the Service via the Website for the duration of the Term, in accordance with this Agreement and the user interface parameters and instructions established on the Service or provided separately by RCL. Under no circumstances may User (a) alter or create derivative works based upon all or part of the Service; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or architecture of the Service; (c) take or facilitate any action that might damage, degrade, impair, or compromise the Service in any respect, including but not limited to any hack, hijack, denial of service attack or any unreasonably excessive use of the Service; (d) bypass or breach any security device or protection; (e) use the Service for any purpose other than as provided herein; (f) use the Service for any fraudulent, harmful, illegal, immoral or unethical purpose; (g) duplicate, sell, copy, loan, rent, transfer, lease, sublicense, assign, distribute, make available for timesharing or otherwise make available for the benefit of third parties (whether for a fee or otherwise) the Service, in whole or in part; (h) remove, delete, alter or obscure any trademark, specifications, documentation, patent or other proprietary rights notices related to the Service, or (i) commit any other acts or omissions which may adversely affect the Service or other operations, business or reputation of RCL or any third party. Furthermore, User shall not permit or facilitate any other person to undertake any of the foregoing.
4.3 User Content. User agrees and certifies that it is the sole and exclusive owner of any data, images or other content that are provided by User in connection with its access or use of the Service (“User Content”). User agrees and certifies that (a) User owns all intellectual property rights to User Content, and that its use of User Content in connection with the Service will not violate any laws concerning intellectual property rights in the Territory or elsewhere; and (b) User Content is not obscene, profane, defamatory or illegal. User will defend, indemnify and hold RCL and RCL’s affiliates harmless from and against any and all claims that are inconsistent with the above agreements and certifications. Without limiting the foregoing, RCL shall have the right, but not the obligation, to remove any User Content that violates this Agreement or is otherwise objectionable. As between RCL and User, User is and will remain the sole and exclusive owner of User Content. Subject to the terms of this Agreement, you hereby grant to RCL non-exclusive, worldwide, royalty-free rights to collect, use, copy, store, transmit, distribute, display, modify and create derivative works of User Content for (a) our performance of the Service, (b) our analysis of the Service, (c) our promotion of the Service, (d) our improvement of the Service or (e) our development of our new products or services, both during the Term and thereafter. The Service will collect, retain and utilize statistical data regarding User Content and User’s interactions with the Service, including but not limited to statistical information about images uploaded by User, as well as portions of User Content (“Technical Data”). Technical Data may be collected from or transmitted to locations outside of the Territory. User agrees that RCL has the continuing right to collect Technical Data in this manner, and to use Technical Data for its reasonable, business purposes, including but not limited to further development and improvement of the Service and development or improvement of new products or services, both during the Term and beyond. RCL may subcontract to a third party the collection or use of, or permit its business partners to collect or use, Technical Data solely for those purposes. User acknowledges and agrees that User Content may be replicated and stored by RCL for back-up purposes, and that User Content may be stored on servers or other information assets located outside of the Territory. RCL DOES NOT GUARANTEE THAT THE SERVICE COMPLIES WITH ANY LEGAL REQUIREMENT THAT MAY APPLY TO USER OR USER CONTENT. USER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICE COMPLIES WITH ALL LEGAL REQUIREMENTS APPLICABLE TO IT AND ITS USER CONTENT, AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS RCL, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “THE RCL PARTIES”) AGAINST ANY CLAIM ALLEGING THAT USER’S USE OF THE SERVICE OR OF USER CONTENT IN CONNECTION WITH THE SERVICE VIOLATES APPLICABLE LEGAL REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, USER SHALL NOT PROVIDE ANY USER CONTENT CONTAINING PERSONALLY IDENTIFIABLE INFORMATION (“PII”), OR SENSITIVE PERSONAL INFORMATION (“SPI”), AS THOSE TERMS ARE GENERALLY DEFINED, INCLUDING BUT NOT LIMITED TO PROTECTED HEALTH INFORMATION AS DEFINED UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTING ACT OF 1996 (U.S.) AND OTHER APPLICAPBLE LAWS AND REGULATIONS in the Territory.
4.4 Investigations. RCL may, but is not obligated to, monitor or review User Content at any time. Without limiting the foregoing, RCL shall have the right, in its sole discretion, to remove any User Content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Although RCL does not generally monitor user activity occurring in connection with the Service, if RCL becomes aware of any possible violations by you of any provision of the Agreement, RCL reserves the right to investigate such violations, and RCL may, at its sole discretion, immediately terminate your license to use the Service, or change, alter or remove your User Content, in whole or in part, without prior notice to you.
4.5 Interactions with Other Users.
(a) User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that RCL reserves the right, but has no obligation, to intercede in such disputes. You agree that RCL will not be responsible for any liability incurred as the result of such interactions.
(b) Content Provided by Other Users. The Service may contain User Content provided by other Users. RCL is not responsible for and does not control User Content. RCL has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
User agrees to indemnify and hold the RCL Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) User Content; (b) your use of, or inability to use, the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. RCL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RCL in asserting any available defenses. This provision does not require you to indemnify any of the RCL Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any services provided hereunder. You agree that the provisions in this section will survive any termination of your account, the Agreement or your access to the Service.
USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE IS BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE RCL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. RCL DOES NOT WARRANT THAT THE SERVICE WILL MEET USER’S REQUIREMENTS; THAT IT WILL SUCCESSFULLY PERFORM AS INTENDED; THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT ALL ERRORS WILL BE CORRECTED. USER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR APPROPRIATELY BACKING UP ITS USER CONTENT, AND ACCORDINGLY RCL WILL HAVE NO LIABILITY FOR ANY DATA LOSS THAT OCCURS IN CONNECTION WITH USER’S INTERACTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF WARRANTIES OR CONDITIONS, SO SOME OR ALL OF THE DISCLAIMERS ABOVE MAY NOT APPLY IF PROHIBITED BY LAW.
7.1 UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION, IN NO EVENT WILL THE RCL PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVCE, OR USER’S, USE, MISUSE, OR INABILITY TO USE THE SERVICE OR WEBSITE, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING TYPES OF DAMAGES: LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, ATTORNEYS’ FEES, DOWNTIME COSTS, AND LOSS OF USE OF EQUIPMENT, REGARDLESS OF WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR PRODUCT LIABILITY THEORIES. THESE LIMITATIONS ON LIABILITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT RCL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN LIABILITIES SUCH AS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO USER TO THE EXTENT PROHIBITED BY LAW. THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS STATED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREUNDER FAILS IN ITS ESSENTIAL PURPOSE.
7.2 IN ADDITION, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION, THE RCL PARTIES’ TOTAL AGGREGATE LIABILITY IN RELATION TO THE SERVICE AND THIS AGREEMENT (REGARDLESS OF WHETHER THE LIABILITY ARISES BECAUSE OF BREACH OF CONTRACT, TORT, STRICT LIABILITY OR FOR ANY OTHER REASON) SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID BY USER FOR ITS USE OF THE SERVICE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY WHEN THE CAUSE OF ACTION ARISES.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with RCL and limits the manner in which you can seek relief from us.
8.1 Unless otherwise mutually agreed by the parties hereto, all disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement, including any breach of this Agreement, shall be finally settled by arbitration in Tokyo, Japan pursuant to the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The arbitration shall be conducted in the English language. The arbitral award shall be final and binding on both parties and the judgments upon the award may be entered in any court of competent jurisdiction. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
8.2 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8.3 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
8.4 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if RCL makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to RCL.
It is RCL’s policy to terminate subscriptions of any User who repeatedly infringes copyright upon prompt notification to RCL by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Service of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for RCL for notice of claims of copyright infringement is as follows: email@example.com
10.1 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and RCL agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the Tokyo district court. No claim or litigation may be brought regarding this Agreement or relating to the Service more than two (2) years after the cause of action has arisen.
10.2 Governing Law. This Agreement is made under and shall be interpreted in accordance with the laws of Japan, without giving effect to any principles that provide for the application of the law of another jurisdiction excluding its choice of law and conflict of law provisions. The parties hereto expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded, and it shall not apply to this Agreement.
10.3 Entire Agreement. This Agreement sets forth the complete and final understanding of RCL and User with respect to the subject matter of this Agreement, and supersedes all other agreements or understandings on the topic.
10.4 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.5 Waiver. Failure of RCL to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision.
10.6 Third Party Beneficiaries. All of the RCL Parties and RCL’s licensors are direct and intended third-party beneficiaries of this Agreement and may enforce it against User.
10.7 Export Control and Compliance. Goods, software, services or technical information made available to User in connection with the Service or otherwise under or in relation to this Agreement may be controlled by export regulations of User’s jurisdiction, or any other jurisdiction that apply to User or User’s business (hereinafter collectively referred to as the “Export Regulations”). User shall ensure that all activities involving distribution and export/re-export of those goods, software, services or technical information are in compliance with all laws, regulations, including without limitation U.S. Export Administration Regulations, orders or other restrictions of the Export Regulations. Furthermore, User shall comply with any other applicable laws, rules, and regulations of any governmental body, agency, or other competent authority.
10.8 Assignment; Subcontracts. Neither this Agreement nor the rights or licenses granted under this Agreement may be assigned, sublicensed or otherwise transferred by User. RCL may assign this Agreement or any of its rights under this Agreement, without prior notice to User. RCL may subcontract any or all of its obligations under this Agreement without prior written notice to User.
10.9 Force Majeure. RCL shall not be liable for any failure to provide the Service, or otherwise perform its obligations under this Agreement, to the extent resulting from fire, flood, earthquake, storm, riot, insurrection, acts of terrorism or a foreign enemy or any other cause that is not caused by RCL.
10.10 Equitable Relief. User acknowledge that the unauthorized disclosure or use of the Service, any related documentation or of RCL’s Intellectual Property Rights or breach of User’s confidentiality undertaking in violation of this Agreement would cause irreparable injury to RCL for which remedies at law would be inadequate. Accordingly, RCL may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of the provisions of this Agreement.
10.11 Capacity & Authority to Contract. , User agrees and certifies that User is of the legal age of majority in User’s state, province or territory of residence and, if applicable, is duly authorized by User’s employer to enter into this Agreement.
10.12 Survival. The provisions of Section 2.5 (Effect of Termination), Section 4 (Intellectual Property), Section 5 (Indemnification), Section 6 (Disclaimers & Exclusion of Warranties and Conditions), Section 7 (Limitation of Liability), Section 8 (Dispute Resolution) and Section 10 (General Provisions) shall survive any termination for whatever reason of this Agreement and regardless of who terminates the Agreement.
10.13 Controlling Text. The governing language of this Agreement is English. Only the original English language version of this Agreement has the effect of a contract, and any translation of the Agreement has no contractual or any other effect.
END OF AGREEMENT
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