Use Case Partner Program - Terms and Conditions
The Purpose of this Document
This document sets forth the terms and conditions ("Terms and Conditions") for participation as a partner company ("Partner") in the use case partner program (the "Program") provided by Soramitsu Co., Ltd. (the "Company"), as further described below. In order to qualify as a Partner, a company must (i) receive an invitation from the Company or, alternatively, receive approval from the Company upon successful completion of the review in accordance with the standards specified in this document, and also (ii) agree to these Terms and Conditions. )
Description of the Use Case Partner Program
1. The Program is a program for the Company and the Partner to examine the use of the open source project, Hyperledger Iroha.
2. The Program includes the features set forth below. Participation as a Partner in the Program is subject to ongoing compliance with the Program requirements, including those set forth in items (4), (5) and (6) below:
1. There is no participation fee to participate in the Program,
2. Partners will receive an invitation to all the program research sessions sponsored by the Company, which are planned to be held periodically (approximately once every two months),
3. Partners may exchange information related to the Program individually with the Company,
4. Partners shall permit the display/listing of the Partner's logo and name, etc., on the Company's web site,
5. Partners shall not engage in or facilitate any unauthorized duplication and distribution of documentation that is provided by the Company at research and information sharing sessions,
6. Partners shall not engage in or facilitate any disclosure to third parties of any information provided by the Company.)
3. For specific consulting or software development, a separate contract is required, the terms and conditions of which are to be negotiated with the Company.
Registration with the Program and Change of Partner's Registration Information
1. In order to participate in this Program, a prospective Partner must complete and submit a Partner registration application in accordance with the guidelines set by the Company. This will require the Partner to register requested information (hereafter referred to as the "Registration Information") with the Company. All Registration Information must be true and accurate. The Company is not responsible for any damage or loss caused by submission of false information.)
2. Following submission of the registration application under the preceding paragraph, the Company will take the necessary steps to determine whether to approve the application or not. The Company may reject the application without disclosing the reason for rejection if it determines that the screening criteria are not met or if the Company otherwise considers it inappropriate to do so.
3. The Partner shall promptly notify the Company in the event of any changes in the Registration information submitted. The Company is not responsible or liable for any kind of damage to the Partner or to any third party if the notification of change is not made or is delayed. In addition, if any notice sent by the Company has failed to arrive or is delayed due to the Partner's failure to notify the Company of the change pursuant to this paragraph, such notice shall be deemed to have been received at the time when the notice should have normally arrived.
The Company's Responsibilities
1. The Company shall treat the information obtained from the Partners as confidential information, and shall take steps to prevent its disclosure to other companies.
2. The Company shall only use the Partner logos for the purpose of publicizing the participation of the Partner in the Program. In addition, the Company shall not modify or alter the Partner's logo data that the Partner has provided to the Company.
Cancellation and Policy Changes for the Use Case Partner Program
1. The Company and the Partner shall have the right to terminate the Terms and Conditions of the Program by sending a one month prior written notice to the other Party.
2. The Company shall have the right to change the contents and conditions of the Program without prior notice to Partners by posting notice on the Company's website.
Exclusion of Anti-Social Forces
1. Each of the Company and the Partners represents and warrants to the fact that it and its officers and employees are not a member of an organized crime group (bouryokudan) or other anti-social force as defined under Japanese law ("Anti-Social Force") from the day of registration of the Partner and continuing into the future.)
2. The Company and the Partner can terminate the Program without any notification or compensation for damages if they judge the other party matches one of the following conditions:
1. it is an anti-Social Force, or it was an Anti-Social Force.
2. it conducts one of the following acts to the other party by itself or through a third party:
1. making an unjust request lacking legality or justifiability,
2. acts of violence, not only tangible force but including extortion or blackmailing,
3. relentlessly coercing some kind of contract, such as to subscribe to some information or service,
4. request an action to another party by disguising their own situation, such as to prevent their organization as a victim,
5. other illegal acts that are prohibited by the "Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups."
3. It informs another party that they are a member of, or related to, an Anti-Social Force.
Liability for Damages, Compensation, etc.
1. In the event any damage to the Company or to a third party (including--but not limited to--users) is incurred by the reasons attributable to a Partner, the Partner shall be liable for such damages.
2. The Company shall not be liable or responsible for any damage caused to the Partner arising from or relating to the Program, unless such damage is directly caused by willful misconduct or gross negligence of the Company.
Governing Law and Jurisdiction
1. These Terms and Conditions shall governed by and construed in accordance with the laws of Japan.
2. The parties hereto hereby consent to and confer exclusive jurisdiction upon Tokyo District Court over any disputes between the Company and the Partner arising out of or relating to the Program or these Terms and Conditions.
This Terms and Conditions shall be effective from January 31, 2017.