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Terms of Partner Portal
TERMS OF PARTNER PORTAL
Last Modified: August 5, 2020
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- Article1. Definition
As used herein, the following capitalized terms shall have the meanings set forth below.
- "Services" shall mean the services set forth in Article 2.1, that may be provided by Yokogawa to User through the Site or otherwise made available from time to time, free of charge, necessary for product lifecycle management by User.
- "User" shall mean a person, which has agreed to be bound by this Terms of Partner Portal, performed the enrollment procedure in accordance with Article 3, and received an approval for the use of Service from Yokogawa.
- "ID" shall mean basically an email address enrolled by User in accordance with Article 3, subject to Yokogawa's prior approval for the use of Services by User.
- "Database" shall mean a database for User Information retained by Yokogawa.
- "Yokogawa Information" shall mean any information, data, know-how, specifications and any other information, including, but not limited to Yokogawa's products information, its technical information and service information, provided by Yokogawa to User or received by User through the Services or on Partner Portal. Yokogawa may provide Yokogawa Information orally or visually, by document, by any other ways, or if User separately expressly agreed, through email newsletters.
- "Intellectual Property Rights" shall mean technology, templates, designs, photos, images, Sites, methodologies, processes, names, strategies, marks, logos, content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.
- "Site" shall mean, this Partner Portal, where Yokogawa provides User with the Services.
- Article2. Use of Services
- Scope of Service.
- Delivering email newsletters (including, for marketing purpose) if User separately expressly agreed;
- Providing product-related information, documents and software for product lifecycle management;
- Supporting User’s inquiries.
- To use Services, User agrees to be bound by this Terms of Partner Portal and complete the registration procedure in accordance with Article 3.
- To use Services, User agrees to comply with the terms of this Terms of Partner Portal, and in the event of any system troubles, User shall comply with Yokogawa's instruction.
- User agrees that Yokogawa may subcontract a part of Services to third party in its sole discretion.
- Scope of Service.
- Article3. Registration Procedure
- Applicant shall provide certain current, complete and accurate personal data by filling in the information on the application form ("Registered Information"), provided, however, that Yokogawa does not target this site to minors and memberships are not available to any minor. When the registration has been approved by Yokogawa and the approval notice has been received by the applicant, the applicant shall qualify as User.
- If any Registered Information provided by applicant is misleading, untrue, inaccurate, not current or incomplete, or there is a possibility of breach of this Terms of Partner Portal by the applicant, Yokogawa retains the right, in its sole discretion, not to approve the registration.
- If there is any change of Registered Information, User shall promptly update such Registered Information as required to keep such information current, complete and accurate on this Site's home page in accordance with the procedure instructed by Yokogawa. Yokogawa shall not be responsible for any damage and loss incurred by User, arising out of or in connection with such User's non-performance of the procedure.
- Yokogawa retains the right, in its sole discretion, to rescind the registration approval or delete the Registered Information without prior notice upon the occurrence of any of the following without any liability for User’s any damage:
- Any material breach of this Terms of Partner Portal by User, including without limitation, any failure to provide current, complete and accurate Registered Information.
- User has been unregistered because of its breach of this Terms of Partner Portal.
- User registers redundantly.
- User commits any of the prohibited actions stipulated in Article 8.
- User's registered e-mail address does not receive e-mail messages from Yokogawa for any reason not attributable to Yokogawa.
- Yokogawa finds unapproved e-mail address in the Registered Information
- Article4. ID and Password
- Yokogawa will issue the ID and password to User for the use of Services.
- User shall keep the ID and password as confidential and be solely responsible for the management and the use of the ID and password, and shall not disclose, share, lease, transfer, assign, sell, license, sublicense or distribute the ID and password to any third party.
- User shall indemnify and hold Yokogawa harmless from and against any claim, damage, loss, liability or expense arising out of, relating to or in connection with the incorrect or unauthorized use of its ID and password by User or the use of the same by any third party.
- Yokogawa has the right to disable any ID and password, whether chosen by User or allocated by Yokogawa, at any time, if in Yokogawa's reasonable opinion User has failed to comply with any of the terms of this Terms of Partner Portal.
- If ID or password is lost or stolen, User shall promptly notify Yokogawa of such troubles in accordance with Article 17.
- Article5. E-mail
User shall use the registered email address in accordance with Article 3 when receiving or sending e-mails from/to Yokogawa.
- Article6. Use of User Information
- User agrees that Yokogawa may use the User Information for the purpose of providing the Services.
- User agrees that Yokogawa may disclose, provide, and share the User Information to/with Yokogawa's affiliates and business partners to the extent of the Purpose.
- Solely to enable Yokogawa to use User Information internally, so that Yokogawa is not violating any rights that User might have in the information, by providing User Information, User automatically grants to Yokogawa a royalty-free, perpetual, irrevocable, unrestricted, and non-exclusive right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit and distribute, or otherwise make available to other such information and material (in whole or in part and for the Purpose) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter devised, including but not limited to the right and license to (i) convert such User Information into digital format such that it can be read, utilized and displayed by Yokogawa's computers or any other technology currently in existence or hereafter developed capable of utilizing, digital information, and (ii) combine the User Information with other content provided by Yokogawa in each case by any method or means or in any medium whether now known or hereafter devised. User also agrees that Yokogawa is free to use any ideas, concepts, know-how, or techniques that User sends Yokogawa for any purpose.
- Yokogawa may disclose User Information (including User's personal information) if required or authorized to do so by law or in the good-faith belief that such action is necessary to comply with legal requirements or with legal process served on Yokogawa, to protect and defend Yokogawa's rights or property or, in urgent circumstances, to protect the personal safety of any individual.
- Article7. Yokogawa's Intellectual Property Right
- This Site and its entire contents, features and functionality (including but not limited to all information, software, text, display, images, video and audio and the design selection and arrangement thereof), are owned by Yokogawa, its licensors or other providers of such material and protected by copyright laws and other applicable laws of respective countries, or by relevant international treaties, including, but not limited to, the industrial property laws, any other intellectual property laws, and/or other applicable laws. User has a right to use Yokogawa Information only for non-commercial purpose and User's personal and internal use. This limited authorization is not a transfer of title in Yokogawa Information and by User's use of this Site, User acknowledges that User does not acquire any license, ownership or other Intellectual Property Rights to Yokogawa Information. User shall not use, including but not limited to copy, modify, send, distribute, assign, lend, redesign or translate Yokogawa Information exceeding non-commercial purpose and User's personal and internal use without Yokogawa's prior written approval.
- The company name, company logo and all related names, service names, designs, logos and brands used on this Site are trademarks of Yokogawa, or its affiliates or licensors and protected by Trademark Act, Unfair Competition Prevention Act and other laws. User shall not use, including but not limited to copy, send, distribute, assign, lend, redesign or translate the trade name, trademarks, service names, designs, logos and brands without Yokogawa's prior written approval.
- If User prints off, copy or download any part of this Site in breach of this Terms of Partner Portal, User's right to use this Site will cease immediately and User must, at Yokogawa's option, return or destroy any copies of the materials User has made.
- Article8. Prohibited Actions
- With respect to the use of the Services, User shall not:
- infringe Yokogawa's and/or any third party's property rights, portrait rights and privacy rights, including but not limited to, Intellectual Property Rights;
- commit a criminal act
- be offensive to public order and morals
- wage an election campaign or similar actions
- use Yokogawa Information exceeding the scope of Article 2 and 7
- utilize and provide the Services to third party for User's business operation or User's commercial purpose.
- interfere Yokogawa's business operation, injure Yokogawa's reputation or commit similar actions
- place or send harmful computer programs on/to this Site
- violate laws or regulations, or commit similar actions
- pretend to be someone and use the Services
- violate or breach this Terms of Partner Portal
- perform inappropriate behavior or actions
- Yokogawa may suspend access to the Services by User before deletion of the Registered Information in accordance with Article 3.4, if User beaches one of prohibited activities set forth in Article 8.1.
- With respect to the use of the Services, User shall not:
- Article9. Termination of Membership
- Termination by Yokogawa.
User agrees that Yokogawa may terminate User's account and access to the Services for cause without prior notice, upon the occurrence of any one of the followings: (1) rescission of the registration approval by Yokogawa in accordance with Article 3.4. or (2) any breach of the terms of Article 8.1. Further, User agrees that all terminations shall be made in Yokogawa's sole discretion, and that Yokogawa will not be liable to User or any third-party for any termination of User's account or access to the Services.
- Termination by User.
User may at any time offer Yokogawa termination of the membership in accordance with the procedure instructed by Yokogawa. If User fails to follow the procedure instructed by Yokogawa, the termination procedure may not be completed.
- Yokogawa will delete User Information of terminated member from Database after termination of the membership. However, due to the processing time lag during a certain period of time, User might receive emails from Yokogawa even after termination of this membership.
- Termination by Yokogawa.
- Article10. Change or Cancelation of the Services
- Yokogawa reserves the right to update, modify and terminate a part of the Services from time to time without prior notice to User.
- Yokogawa reserves the right to terminate all Services subject to the prior notice to User.
- Yokogawa shall not be responsible for any claim, damage, loss, liability and expenses incurred by User, arising out of, relating to or in connection with this Article.
- Article11. Suspension of Services
- Yokogawa shall not be liable to User for any delay or failure of delivery of the Services to the extent such delay or failure is caused by natural disaster, Acts of God, earthquake, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, communications failures, legal restrictions, direction or guidance of government, or other similar contingencies beyond reasonable control of Yokogawa.
- In the case that system maintenance of this Site or utility work is necessary, Yokogawa reserves the right to temporarily suspend or stop the Services subject to prior notice on the Site's home page (but without notice in the case of emergency situation). In addition, Yokogawa shall not be responsible for any claim, damage, loss, liability or expense incurred by User, arising out of, relating to or in connection with such suspension or stop of the Services.
- Article12. Disclaimer
- In no event shall Yokogawa, its affiliates or their licensors, its suppliers involving in creating, producing, or delivering the Services, their employees, agents, officers or directors be liable to User and/or any other party for any direct, indirect, special, incidental or other consequential damages, loss, cost or expense including reasonable attorney’s fees), any punitive or similar damages or any kind, and any loss of profits, loss of income, business interruption, loss of use loss or destruction of programs or other data, loss of availability and the like on User’s information handling system or otherwise, arising out of or in connection with User’s violation of this Terms of Partner Portal, User’s use, or inability to use the Services, Whether based on breach of contract, strict liability, tort (including negligence), warranty (express or implied), or any other legal grounds, even if Yokogawa has been expressly advised of the possibility of such damages. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
- All Yokogawa Information is provided "AS IS" basis only. To the extent permitted by applicable law, Yokogawa makes no warranty as to the recency, appropriateness, reliability, completeness, usefulness, fitness for a particular purpose, merchantability, or accuracy of Yokogawa Information and any other information contained in this Site. Neither does Yokogawa make warranty for non-infringement of third parties rights and/or the safety of the website (including without limitation, the warranty that the website is error-free, that each function works normally at all times, that Yokogawa corrects problems that may occur, or that the homepage or server of that website contains no virus or harmful content). By using this Site you acknowledge that any reliance on any such materials, advice, statement or information shall be at your sole risk. Yokogawa shall not be held liable for damage of any kind sustained by User as a result of using or being unable to use such information.
- User acknowledges that User may not use a part of the Services due to User's inappropriate environmental conditions to access this Site.
- Yokogawa shall not be responsible for User's computer for using the Services, preparation or installation of communication environment or access to this Site.
- Yokogawa will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect User's computer equipment, computer programs, data or other proprietary material due to User's use of this Partner Portal or to User's downloading of any content on it, or on any website linked to it.
- Article13. Damages
User shall indemnify and hold Yokogawa harmless from and against any and all claims and disputes, damages, liabilities and cost and expenses incurred by Yokogawa, including reasonable attorney’s fees, which may arise attributable to User, including, but not limited to User’s breach of this Terms of Partner Portal or illegal or unlawful use of the Services or this Site.
- Article14. Administration
This Site is administered by Yokogawa from its offices in Japan. Materials published at this Site may refer to products, programs, or services that are not available in User's country. User may consult local Yokogawa business contact in this regard. Furthermore, Yokogawa makes no representation that the materials at this Site are appropriate or available for use at other locations outside of Japan and access to them from territories where their contents are illegal is prohibited.
- Article15. Data Security / Viruses
- Unfortunately, the transmission of information via the internet is not completely secure. Although Yokogawa will do its best to protect User Information, Yokogawa cannot guarantee the security of User Information transmitted to this Site; any transmission is at User's own risk. Once Yokogawa has received User Information, Yokogawa will use strict procedures and security features to try to prevent unauthorized access.
- Yokogawa does not guarantee that this Site will be secure or free from bugs or viruses. User shall be responsible for configuring User Information technology, computer programmes and platform in order to access this Site. User should use its own virus protection software. User must not misuse this Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. User must not attempt to gain unauthorised access to this Site, the server on which this Site is stored or any server, computer or database connected to this Site. User must not attack this Site via a denial-of-service attack or a distributed denial-of service attack. In the case of breaching this provision by User, User would commit a criminal offence under applicable laws and regulations. Yokogawa will report any such breach to the relevant law enforcement authorities and Yokogawa will co-operate with those authorities by disclosing User's identity to them. In the event of such a breach, User's right to use this Site will cease immediately and termination of membership shall occur under the breach of terms of Article 8.1.
- Article16. Confidentiality
User agrees that all non-public information that Yokogawa provides regarding the Services is Yokogawa's proprietary confidential information. User agrees to use the confidential information only for non-commercial purpose and User's personal and internal use and for no other purpose and not to disclose such confidential information to any third party without prior written consent of Yokogawa. User's obligations under this Article 16 shall survive termination of this Terms of Partner Portal for a period of one (1) year from the termination hereof. In addition, upon termination hereof, User shall immediately return or securely destroy all confidential information including copies, notes or extracts thereof. If requested, User will certify in a writing signed by User as to the return or destruction of all such confidential or proprietary information.
- Article17. Notices
- Yokogawa may give notice to User by means of (i) by electronic mail to e-mail address on record in Registered Information, (ii) by written communication sent by first class mail or pre-paid post to his/her address on record in Registered Information, or (iii) by call the telephone number on record in Registered Information even if the User does not select the email subscription service.
- In the case of notice to the entire User, Yokogawa may post information on this Partner Portal or use e-mail address on record in Registered Information.
- If User has any inquiry about the Services, User may give notice to Yokogawa at any time by contacting <email@example.com>.
- Article18. Changes to the Terms of Partner Portal
Yokogawa reserves the right to modify or change this Terms of Partner Portal at any time by posting an amended Terms of Partner Portal that is always accessible through a link on this Site or by giving User notice of modifications or changes. All modifications or changes are effective on last modified date specified in the amended Terms of Partner Portal ("Latest Modified Date"), provided that Yokogawa posts the amended Terms of Partner Portal or gives User notice of such modifications or changes prior to the Latest Modified Date. User should check this Terms of Partner Portal periodically for modifications or changes by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION OR CHANGE IS UNACCEPTABLE TO USER, USER'S ONLY RECOURSE IS TO TERMINATE THIS TERMS OF PARTNER PORTAL IN ACCORDANCE WITH ARTICLE 9 HEREOF. USER'S CONTINUED USE OF THE SERVICES AFTER THE LATEST MODIFIED DATE WILL CONSTITUTE BINDING ACCEPTANCE.
- Article19. Compliance with Laws
- User shall not export, sell, transfer, lease or license Yokogawa Information or any other information disclosed or delivered by Yokogawa under this Terms of Partner Portal and any or all copies thereof to anyone having purpose of (i) developing, designing, manufacturing, maintaining or using weapons of mass destruction including, but not limited to, nuclear, chemical, and biological weapons or missiles, or (ii) using them for the military purposes, or (iii) otherwise disturbing the maintenance of international peace and safety; nor shall User use or have any third party use them with any of the foregoing purposes.
- User shall not export or re-export, directly or indirectly, Yokogawa Information or any other information disclosed or delivered by Yokogawa under this Terms of Partner Portal and any or all copies thereof and/or any of the direct products resulting therefrom in contradiction to any applicable export control laws and regulation, including, but not limited to, those of Japan and the United States.
- User shall comply with all applicable laws having jurisdiction over the User, User Information and Yokogawa Information and/or the location where User obtains the Services or Yokogawa Information through this Site. User shall, to the maximum extent permitted by law, indemnify and defend Yokogawa from and against any loss, cost (including attorneys’ fees), liability, claim or damage incurred or suffered as a result of User's non-compliance with applicable laws or failure to obtain permits and/or approvals.
- Article20. Applicable Laws and Jurisdiction
- This Terms of Partner Portal shall be governed by and construed in accordance with the laws of Japan, without giving effect to any principles of conflicts of law.
- All disputes and controversies arising out of or in connection with the use of the Services and this Terms of Partner Portal shall be submitted to the exclusive jurisdiction of the Tokyo District Court in Tokyo (main office), Japan as the Court of first instance.
- Article21. Miscellaneous
- Entire Agreement.
This Terms of Partner Portal are written in English, and English is its controlling language. If any translation of this Terms of Partner Portal is made in case required by local laws, only the English original shall have the effect of a contract and such translation shall have no effect.
User shall not assign or delegate any of the rights or obligations under this Terms of Partner Portal, and any such attempted assignment or delegation shall be void without prior written consent of Yokogawa. Subject to the preceding sentence, this Terms of Partner Portal is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
If any provision of this Terms of Partner Portal is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Terms of Partner Portal, and this Terms of Partner Portal shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
- Entire Agreement.