Article 1 Purpose
(1) “Service” refers to services providing vehicle models or vehicle component models created using MATLAB, Simulink, or Simscape for the purpose of simulating ideal vehicle or vehicle component behavior by TTDC or an outsourcing provider of TTDC, or as a general term for optional services pertaining to the provision of such models. “The Service” also includes computers, software, and any related media, equipment, contents, and documents.
(3) “Site” refers to the Internet site through which the Service is provided via a telecommunications line.
(4) “User” refers to the end user of the Service who is licensed to use the Service by TTDC.
(5) “Account” refers to the User identification code assigned by TTDC to the User for the purpose of identifying the User and enabling use of the Service (including any User identification code created after use of the Service has started), as well as the rights for logging into the Site or the like.
(6) “Password” refers to a character string that TTDC sets or that is set by the User to authenticate the User or to protect information or the like related to the User.
(7) “Account Information” is a general term for the Account and Password of the Service.
(8) “User Information” refers to any and all information managed by each User, such as information registered by the User to utilize the Service, data acquired pertaining to the utilization of the Service, and the like.
(10) “License Certificate” refers to documents describing the Account Information, conditions of use, or the like to enable utilization of the Service.
(11) “Software” refers to a vehicle model or vehicle component model created using MATLAB, Simulink, or Simscape, and provided by the Service.
(12) “Documentation” refers to documents provided by TTDC to the User pertaining to the Software in the form of printed matter, online content, information partially included in help functions, license files, “read me” files, header files, or any other similar file formats. Documentation may include license specifications, technical specifications, application programming interface (API) information, or product manuals.
(13) “Product” refers to the Software or Documentation.
1. TTDC shall provide the Service to the Party to the Contract in accordance with the Terms of
Article 4 Application Procedures for the Service
3. In any of the following cases, TTDC retains the right to refuse or withhold consent to an application for the Service. Note that TTDC shall bear no responsibility related to said refusal or withholding of consent to a service application. Furthermore, TTDC is under no obligation to disclose the reasons for refusing or withholding consent to an application.
(1) If the information provided to TTDC partially or completely contains an error or omission.
(2) If payment for a past service provided to TTDC was late or improperly evaded.
(3) If the purpose of the application might differ from the intended purpose of the Service.
(4) If the Party to the Contract is an organized crime group, a member of an organized crime group, has ceased to be a member of an organized crime group within the last five years, an associate member of an organized crime group, a company with relations to an organized crime group, a corporate racketeer, a group engaged in criminal activities under the pretext of conducting social or political campaigns, a crime group specialized in intellectual crime, or a party conforming to the definitions of such groups, peoples, or parties (hereinafter described as “antisocial forces”), if the business of the party is deemed to be controlled by antisocial forces, if antisocial forces are deemed to be materially involved in the business of the party, if the party is deemed to have unreasonably used antisocial forces for the purpose of gaining an improper advantage for itself, its company, or a third party, or for the purpose of causing loss or damage to a third party, if the party is deemed to have provided funds or the like, or to have extended facilities to antisocial forces, or if the party has socially reprehensible relations with antisocial forces.
(5) If the Party to the Contract is a sanctioned party as defined by Article 26.
(6) If, for any other appropriate reason, TTDC judges that the application should be refused or consent withheld.
4. The period of the Service Contract shall be the period defined in Paragraph 1 of Article 6. Note that if the Party to the Contract wishes to extend or renew this contract period, a Service Contract shall be exchanged and agreed based on this Article.
5. Even if the Service Contract expires in accordance with Article 15 or Paragraph 4 of this Article, or for any other reason, the Service Contract shall remain valid until all the applicable terms are terminated, in compliance with Article 5, Article 8, Article 9, Article 12, Article 14, Article 16, Article 21, Article 28, and this Article.
Article 5 Use and Management of Account Information
2. The Party to the Contract shall not lend, assign, change ownership of, sell, or pledge Account Information, and shall not permit use of Account Information by a third party by any method. TTDC shall bear no responsibility for loss or damage incurred by the said Party to the Contract due to use of Account Information of the Party to the Contract by a third party, regardless of the intent or fault of the said Party to the Contract. Furthermore, utilization of the Service based on the said Account Information shall be regarded as being performed by the said Party to the Contract. The said Party to the Contract shall bear full responsibility for any usage fees or other obligations incurred by said utilization of the Service by a third party
3. TTDC shall bear no responsibility for any loss or damage incurred by the Party to the Contract or the User due to improper use of Account Information.
Article 6 Scope of the Service
2. TTDC shall, under the conditions specified by TTDC, provide an environment capable of utilizing the Service by connecting a personal computer, server, smart phone, tablet, or the like (hereinafter described as a “terminal”) managed by the Party to the Contract to the homepage specified by TTDC via a telecommunications line, and downloading or viewing the Product.
3. TTDC shall provide the Service using endeavors considered commercially reasonable. However, if the Service falls below the expectations of the Party to the Contract or the User, TTDC shall bear no responsibility for providing compensation.
5. TTDC may outsource all or part of work related to the provision of the Service to a third party without the consent of the Party to the Contract (hereinafter described as a “TTDC outsourcing provider”). In this event, TTDC shall be responsible for managing the TTDC outsourcing provider.
Article 7 Preparation of Equipment and the like
1. The Party to the Contract shall, under its own expense and responsibility, prepare and maintain the terminal, software, telecommunications line, contract with an Internet service provider,
and the like for utilizing the Service. TTDC shall bear no responsibility for failure to provide, maintain, or the like these items.
2. The Party to the Contract shall bear responsibility for the systems and the security of data belonging to the Party to the Contract, including the Product on systems belonging to the Party to the Contract. The Party to the Contract shall perform measures considered commercially reasonable to eliminate malware, viruses, spyware, and Trojan horses
Article 8 Usage Fees
1. The Party to the Contract shall pay TTDC or the TTDC outsourcing provider the usage fees for the Service agreed separately with TTDC or the TTDC outsourcing provider by bank transfer to the account described on the invoice issued by TTDC or the TTDC outsourcing provider within 30 days of the billing date described on the invoice by the due payment date described on the invoice. Note that any fees required to make such bank transfers shall be borne by the Party to the Contract.
2. Unless otherwise stated on the Application Form issued by TTDC or the TTDC outsourcing provider, the usage fees for the Service shall be payable in advance.
3. Fees paid to TTDC or the TTDC outsourcing provider based on Paragraph 1 of this Article shall not be subsequently returned for any reason.
4. If the Party to the Contract does not pay the usage fees for the Service or the like by the due payment date, the Party to the Contract shall pay TTDC a late charge at an annual interest rate of 14.6% corresponding to the number of days from the date immediately following the due payment date to the date of full payment.
5. Amounts (including, but not limited to, usage fees) described by TTDC or the TTDC outsourcing provider shall not include tax or any other service fees, unless clearly stated in another paragraph. The Party to the Contract shall agree to pay any sales taxes, value-added taxes, goods and services taxes, consumption taxes, and any other service fees (note that such taxes or fees shall not be limited to those described here) with respect to the use or licensing of the Product or reception of services by the Party to the Contract, which may be imposed by the authorities in countries with jurisdiction over the locations of the Party to the Contract, as well as any other applicable taxes or duties (hereinafter described as “sales taxes or the like”), or the Party to the Contract shall agree to compensate TTDC or the TTDC outsourcing provider for such payments.
Article 9 Confidentiality Management
(1) Matters that were already publicly known before the disclosure.
(2) Matters that the party was already in possession before the disclosure.
(3) Matters that have become publicly known before the disclosure by means not attributable to the party.
(4) Matters that were obtained legally from a third party before the disclosure without incurring any obligation of confidentiality.
(5) Matters that have been demonstrably developed independently by the party without the
use of confidential information, regardless of whether before or after the disclosure.
Article 10 Management and Utilization of User Information
1. When managing User Information, TTDC and the TTDC outsourcing provider shall implement the security measures stipulated by TTDC. Such security measures shall be constructed to manage User Information safely, and TTDC shall make the utmost efforts to protect User Information safely due to improper access to the Service or improper use of the Service, or the like.
2. Regardless of the details of the preceding paragraph, the Party to the Contract shall bear personal responsibility for managing the necessary items in the User Information. If User Information is lost due to a malfunction or the like of equipment or the like used to provide the Service, TTDC shall work to restore the said User Information within a realistic and commercially feasible scope.
4. The Party to the Contract shall not raise objections to the acquisition or use by TTDC of information such as the usage status of the Service by the Party to the Contract for the purpose of improving or maintaining the Service or the like.
Article 11 Support and the like
TTDC shall provide the Party to the Contract with support necessary for utilizing the Service in accordance with the method and content of support provision described in the following paragraphs.
(1) Method of support provision
(a) Email: Inquiry address: Described on the License Certificate issued by TTDC or the TTDC outsourcing provider.
Inquiries can be received 24 hours/day, 365 days/year.
Responses will be sent between 11:00 and 19:00 (Japan time) during TTDC business days.
(2) Content of support provision
(a) Responses to User inquiries
Article 12 Prohibited Matters
While utilizing the Service, the Party to the Contract and User are prohibited from acts that entail or that may potentially entail the following.
(1) Acts that violate the law.
(2) Acts involving the tampering, deletion, or the like of information posted on the Site, improper access to the Site, or similar acts, or acts attempting to do so.
(3) Acts to impair or intercept communication of the Service, or acts to penetrate or seize information from the server used to operate the Service.
(4) Acts involving the transmission or writing computer viruses or other improper computer programs, site information, or the like.
(5) Acts that utilize the Service for purposes other than those intended by the Service.
(6) When registering or revising Account Information or the like, acts involving the use of another person’s name or a fictional name, or the description of non-factual information such as false or erroneous descriptions, regardless of the intention or negligence of the party involved.
(7) Acts that infringe the copyrights, trademark rights, or any other rights of TTDC or a third party used related to the Service.
(8) Acts involving the lending, assignment, sale, or provision as collateral of Account Information of the Service possessed by the party, or acts involving the use of Account Information by a third party (regardless of whether financial compensation is involved).
(9) Acts involving the utilization of the Service using Account Information not possessed by the party.
(10) Acts that violate public order and morality.
(11) Acts connected to crime.
(12) Acts that impede the operation of the Service.
(13) Acts that impair usage by another Party to the Contract or the User.
(14) Acts involving the viewing, modification, or tampering of data belonging to another Party to the Contract or the User, or acts that attempt to obtain such data.
(15) Acts that potentially cause inconvenience to TTDC or the managers of the Service.
(16) Acts involving the extraction, alteration, revision, adaption, removal of protection, creation of secondary copyrights, decompilation, disassembly, or reverse engineering of Software products, or any act that induces or encourages a third party to do so.
(17) Any acts equivalent to those defined in the preceding items.
Article 13 Cessation of the Service
If any of the following acts are performed by a Party to the Contract, TTDC retains the right to cease utilization of the Service by the said Party to the Contract immediately. TTDC shall bear no responsibility for any loss or damage incurred by said Party to the Contract or the User due to cessation of the Service.
(2) If the Party to the Contract or a third party designated separately by the Party to the Contract as the source of payment of the usage fees described in Article 8 has delayed payment of said usage fees.
(3) If an act corresponding to the prohibited matters described Article 12, or an act that may potentially entail such an act is performed.
(4) If the payment service company designed by TTDC ceases or invalidates payments by the Party to the Contract.
(5) If Account Information is leaked by inattentive management by the User, resulting in damage to the utilization of services, improper utilization of services by a third party, or the like.
(6) If an act corresponding to any of the matters described in the numbered items in the second paragraph of Article 15 is performed.
(7) If TTDC deems that the Party to the Contract or the User has performed any other act that impairs the operation or implementation of the Service.
Article 14 Applications to Delete User Information
If TTDC receives a request to delete User Information from the Party to the Contract, TTDC shall delete all User Information pertaining to the said Party to the Contract that is saved in the cloud server as swiftly as practically permitted by work. Note that TTDC shall bear no responsibility for any loss or damage incurred to said Party to the Contract or the User due to the deletion of User Information.
Article 15 Rescinding or Cancellation of Contract
(2) If the Party to the Contract dishonors an issued bill or a check, or payment of such bill or check is suspended.
(3) If the Party to the Contract receives a petition for seizure, provisional seizure, foreclosure, or compulsory execution, or a reprimand for delinquent payment from a third party.
(4) If the Party to the Contract receives a petition for bankruptcy, civil rehabilitation, or corporate reorganization procedures, or a petition for special liquidation, or if the Party to the Contract enters such procedures by itself.
(5) If the business of the Party to the Contract is reprimanded by cancellation, suspension, or the like by a supervising agency.
(6) If the whole or a significant part of the business of the Party to the Contract is discontinued, transferred, or dissolved.
(7) If any of the cases described in the numbered items in Paragraph 3 of Article 4 should occur, or if it is ascertained that such a case has occurred.
(8) If the Party to the Contract performs any of the following acts itself or via a third party.
(a) Acts involving violent demands
(b) Unreasonable demands exceeding legal responsibilities
(c) The issuing of threatening statements or acts involving violence relating to business transactions
(d) The spreading of rumors, the use of fraudulent or forcible means to damage the reputation of another party, or acts that damage the business of another party
2. TTDC shall bear no responsibility for any loss or damage incurred by the Party to the Contract
or the User due to cancellation of the contract.
Article 16 Processes after Termination of Contract
1. The Party to the Contract shall, once the Service Contract is terminated, immediately cease the utilization of the Service and shall subsequently refrain from utilizing the Service for any reason.
2. Once the Service Contract is terminated, the Party to the Contract shall swiftly delete or dispose of all the Software, Documentation, and confidential information (including copies of such confidential information) belonging to TTDC and the TTDC outsourcing provider.
Article 17 Changes to the Service
TTDC may make changes or additions to all or any part of the contents of the Service based on its own discretion, without notifying the Party to the Contract in advance. Note that TTDC does not guarantee that the results of changes or additions to the Service based on this Article will wholly maintain the functions or performance of the Service. Furthermore, TTDC shall bear no responsibility for any loss or damage incurred by the Party to the Contract or the User due to said changes or additions.
Article 18 Suspension of the Service 1. TTDC may suspend the provision of all or part of the Service based on its own judgment.
2. If TTDC suspends the provision of all or part of the Service based on its own judgment, TTDC shall notify the Party to the Contract to that effect in advance by any means that TTDC deems appropriate. However, if TTDC deems the situation to be urgent, TTDC may notify the Party to the Contract after the Service is suspended.
3. TTDC shall bear no responsibility for any disadvantage, loss, or damage incurred by the Party
to the Contract or the User due to suspension of the Service based on this Article.
Article 19 Temporary Interruption of the Service
For any of the following reasons, TTDC may temporarily interrupt the Service without notifying the Party to the Contract in advance. Note that TTDC shall bear no responsibility for any disadvantage, loss, or damage incurred by the Party to the Contract or the User due to temporary interruption of the Service based on this Article.
(1) If the hardware, software, communications equipment, or the like used for the Service requires periodic or urgent maintenance or repair.
(2) If services are not provided by an electricity or communications business operator.
(3) If the provision of the Service becomes difficult due to force majeure, such as a natural disaster, infectious disease, or the like.
(4) If the provision of the Service becomes difficult due to a fire, power outage, or other unforeseen accident.
(5) If the provision of the Service becomes difficult due to war, conflict, disturbances, riots, labor unrest, or the like.
(6) If the provision of the Service becomes difficult due to utilization of the Service being stopped or limited by national governments or legal authorities.
(7) In any other cases deemed necessary by TTDC.
Article 20 Principle of Self-Responsibility
1. The Party to the Contract shall bear responsibility for its use of the Service and its acts while using the Service (such as the registration, viewing, transmission of information or the like), as well as the results of such acts.
2. If the Party to the Contract causes loss or damage to a third party due to grounds attributable to itself in accordance with use of the Service, or a claim for loss or damages or the like is received from a third party, the Party to the Contract shall handle and resolve said loss, damage, or claim under its own responsibility and expense.
3. If the Party to the Contract causes loss or damage to TTDC by its own intention or fault, the Party to the Contract shall compensate TTDC for said loss or damage.
Article 21 Guarantees, Exemption of Liability, and Compensation for Loss or Damage
1. TTDC guarantees that the Software shall be capable of performing the details described on the Documentation for up to 60 days from the date that said Software is provided to the Party to the Contract based on the Application Form. Note that this guarantee does not apply to the Software provided by TTDC to the Party to the Contract in the following cases: (i) when the Software is provided free of charge, (ii) when the Software is provided by re-editing, and (iii) when the Software is discontinued or is not ordinarily supported as of the date described on the Application Form. The full extent of the responsibility of TTDC in the event that this guarantee is violated and the sole remedy of the Party to the Contract shall be, based on a choice made by TTDC, the correction or application of measures to address errors in the defective software, or the replacement of the defective software. Alternatively, the Party to
the Contract shall return the defective software and TTDC shall return the license fee paid for said software.
3. TTDC does not guarantee that the functions included in the Service will satisfy the requirements of the customer, that the implementation Service will not be interrupted, or that errors will not occur in the implementation of the Service.
4. Even if TTDC or the TTDC outsourcing provider bears responsibility for loss or damage incurred by the Party to the Contract or the User caused by or related to the utilization of the Service, TTDC or the TTDC outsourcing provider shall, regardless of the form of litigation or the grounds of the petition, pay compensation up to a maximum amount equivalent to the usage fees received by TTDC for the utilization of the Service by said Party to the Contract or the User up to the month in which the loss or damage occurred (in the event that payment was performed by a lump sum, the amount of compensation shall be calculated by dividing the usage fees by the number of months of the contract), and such compensation shall be limited to any direct loss or damage. Loss or damage caused by indirect, incidental, consequential, or punitive damage, lost production, interruptions in business operations, lost business time, or lost or damaged data, shall not be included in the scope of compensation, even if such loss or damage could be predicted. Furthermore, the Party to the Contract or the User shall not be permitted to make a claim for compensation to TTDC or the TTDC outsourcing provider as soon as one year has elapsed from the time at which the Party to the Contract or the User knew about the event that caused the claim for compensation, or the time at which the Party to the Contract or the User should have known about said event.
6. If an issue occurs between the Party to the Contract and a third party, the Party to the Contract shall resolve said issue under its own expense and responsibility, and shall compensate TTDC or the third party for any inconvenience, loss, or damage incurred.
Article 22 Intellectual Property Rights
1. The copyrights and all other intellectual property rights of tangible and intangible items that make up the Service (including images, videos, text, databases, software programs, related documents, and the like (hereinafter referred to as the “contents”) shall belong to TTDC or the corresponding licensers. The Party to the Contract or the User shall, limited to the scope required by the Party to the Contract or the User to use the Service itself, be assigned a license to use the contents of the Service, and shall not be permitted to sub-license the Service or to use the Service in any way not expressly consented to by TTDC. It shall be noted that the
Party to the Contract or the User may make a copy of the Contents only for backup purposes.
2. Only in the case that the content of any litigation concerning a product provided by TTDC to the Party to the Contract alleges that the product infringes third-party copyrights, trade secrets, patents, trademarks, or other intellectual property rights registered in a country affiliated with the U.S., Japanese, or European Patent Office, TTDC shall compensate for or defend such infringements under its own expense, and shall pay the Party to the Contract the sum of compensation for loss or damage awarded by a final judgment or settlement by the court with jurisdiction. However, the Party to the Contract shall (i) swiftly notify TTDC in writing about said claim, (ii) provide TTDC with all information and rational support pertaining to said claim to be satisfied, and (iii) provide TTDC with the sole right to defend against or settle said claim. TTDC shall not accept the liability of the Party to the Contract or be exposed to liability in place of the Party to the Contract without prior written consent of the Party to the Contract. Furthermore, the Party to the Contract may not unreasonably refuse such consent. Note that the purpose of this Article is to define the sole and exclusive liability of TTDC with respect to the Party to the Contract pertaining to violations of third-party intellectual property rights.
3. If a permanent injunction is obtained regarding the use of the Product by the Party to the Contract, TTDC shall acquire the rights to continue using the product for the Party to the Contract, or shall replace or revise the product so that the infringement of rights does not occur. In the event that a rational remedy cannot be achieved, TTDC shall return the fees for the license of the prohibited product, and shall accept the return of the Product.
Article 23 Trademarks and the like
2. The Party to the Contract shall not register any unregistered trademarks used on the Site.
3. The Party to the Contract shall not, pertaining to the Service, file any registration for patent rights, utility model rights, design rights, or trademark rights (including the right to receive patent, utility model, or design rights), or apply or carry out the registration or transfer of copyrights (such as program rights, document rights, rights for routines or models, or the like).
Article 24 Assignment of Rights, Obligations, and the like
1. The Party to the Contract shall not assign, transfer, collateralize, or otherwise dispose of the rights, obligations, or status of the parties generated by the Service Contract to a third party, without the prior written permission of TTDC.
2. In the event that TTDC assigns business related to the Service to another company (including corporate splits or any other form of business transfer, and not limited to normal business transfers), in accordance with said transfer, the rights, obligations, status of the parties generated by the Service Contract, as well as all information acquired pertaining to the Service (including but not limited to User Information) shall be transferrable to the assignee, and the Party to the Contract shall agree in advance to the transfer.
Article 25 Critical Applications
The Service is not designed for life support systems, medical applications, implantation into the body, civil aviation, nuclear energy facilities, systems such as online controllers in hazardous environments requiring failsafe performance, or other similar applications (such applications are hereinafter referred to by the general term “prohibited applications”), and shall not be used for such prohibited applications. Furthermore, TTDC shall bear no responsibility for any loss or damage generated by use for a prohibited application by the Party to the Contract or the User.
Article 26 Export Controls
1. The Party to the Contract shall comply with all the export-related laws of Japan and the corresponding state institutions or authorities outside Japan. The Party to the Contract agrees not to export or re-export the Software or its direct products in violation of the applicable restrictions. Furthermore, the Party to the Contract agrees that services provided to the Party to the Contract may include encryption and other functions requiring export permission, and the Party to the Contract shall bear all responsibility for such violations.
3. TTDC may request necessary checks pertaining to export-related laws by the Party to the Contract, and the Party to the Contract shall swiftly provide the necessary information to TTDC or the TTDC outsourcing provider in accordance with a request from TTDC or the TTDC outsourcing provider.
4. In this Article, the term “sanctioned country” refers to specific countries or regions subject to comprehensive trade or economic sanctions (currently, this refers to Cuba, Iran, North Korea, Syria, the Crimean region of Ukraine, and other countries or regions designated by exportrelated laws applicable under OFAC regulations in the U.S. or the like at the applicable timing). The term “sanctioned party” refers to (i) persons contained on a list of specially designated nationals or a list of persons with frozen assets managed by the Office of Foreign Assets Control of the U.S. Treasury, or designated persons contained on a list related to export restrictions managed by the U.S. Department of Commerce, the UN Security Council, the European Union (EU), a member country of the EU, or the UK, (ii) persons belonging to an organization active in a sanctioned country or persons living in a sanctioned country, (iii) persons belonging to the government of Venezuela or a sanctioned country, active on behalf of said governments, or representing said governments, or (iv) persons under the control or management of one or more of any of said persons described in (i) to (iii) in this paragraph.
6. In the event that implementation of the Service Contract is impeded by barriers caused by trade or customs requirements imposed by a government or governmental institution inside or outside Japan, trade embargos, or other sanctions (including but not limited to trade embargoes or other sanctions imposed by the UN, EU, or U.S.), thereby blocking utilization of the Product by the Party to the Contract, TTDC shall bear no obligation for said implementation.
Article 27 Applicable Laws
Article 28 Consensus Court of Jurisdiction
TTDC and the Party to the Contract shall, with respect to any disputes pertaining to or arising from the Service or Service Contract, (A) recognize the Nagoya District Court as the court of first instance, and agree to receive and accept summons for litigation under a method recognized by the laws of Japan, and (B) now, and in the future, waive petitions of objection pertaining to jurisdiction with respect to judicial proceedings raised in the Nagoya District Court pertaining to or arising from the Service or Service Contract.
Article 29 Entire Agreement and Order of Precedence
Article 30 Discussion