ARTICLE 1 DEFINITION
The following terms as used in the Terms shall have the meanings as set forth below.
- The “Creator” means the person who sells the Products to the Purchaser in the Service.
- The “Individual Work” means the “Individual Work” defined in Article 6.1.
- The “Individual Contract” means the “Individual Contract” defined in Article 6.1.
- The “Kabuku’s Equipment” means the “ Kabuku’s Equipment” defined in Article 13.2.
- The “Manufacturer” means an individual or a corporation who is registered as a user of the System in accordance with the provisions of Article 2.
- The “Products” means products which are offered for sale in the Service.
- The “Purchaser” means the person who purchases the Products from the Creator in the Service.
- The “Revised 3D Data” means the “Revised 3D Data” defined in Article 7.1.
- The "System" means Kabuku's system to be used for the management of order, execution of the Individual Contracts, manufacturing of the Products and communication between Kabuku and Manufacturer.
- The "Service" means the "rinkak" service managed and operated by Kabuku, which is a market place regarding 3D printing products.
ARTICLE 2 REGISTRATION
- 2.1 Any individual or corporation who desires to use the System (hereinafter referred to as the “Applicant”) may apply to Kabuku for the registration as a user of the System by agreeing to abide by the Terms and providing Kabuku with the information required by Kabuku (hereinafter referred to as the “Registration Information”) in a manner specified by Kabuku.
- 2.2 The application for the registration shall be made by an individual or a corporation that will use the System, and applications by proxy will not be accepted. For each application for the registration, the Applicant shall provide true, correct and current information to Kabuku.
- 2.3 Kabuku may reject the registration if:
- Kabuku determines that the Applicant is likely to violate the Terms;
- the Registration Information submitted to Kabuku contain, in whole or part, false or erroneous statements or omissions;
- the registration of the Applicant for the use of the System has once been cancelled;
- the Applicant is a minor, an adult ward, a person under curatorship or a person under assistance, and has not obtained the necessary consent of his/her respective legal representative, guardian, curator or assistant; or
- Kabuku determines that the Applicant is antisocial forces (which mean gang groups, gang members, right-wing groups or other similar entities; the same shall apply hereinafter), or Kabuku determines that the Applicant is associated with or involved in antisocial forces in any manner such as cooperating or engaging in maintenance, operation, management of antisocial forces through funding or any other method.
- Kabuku otherwise determines that the registration would be inappropriate.
- 2.4 The acceptance or rejection of applications for the registration shall be determined by Kabuku in accordance with the criteria established by Kabuku, including, without limitation, the items of Article 2.3. The registration of an Applicant as a Manufacturer shall be deemed to have been completed when Kabuku issues to the Applicant a notice stating that the application has been accepted. The completion of the registration constitutes the execution of the agreement (the “Agreement”) between the Manufacturer and Kabuku with respect to the use of the System in accordance with the provisions of the Terms.
- 2.5 In the event of any change in the Registration Information, the Manufacturer shall promptly notify Kabuku of such change in accordance with the procedure specified by Kabuku and submit to Kabuku the required information.
ARTICLE 3 MANAGEMENT OF PASSWORD AND USER ID
- 3.1 The Manufacturer shall be fully responsible for the security and safekeeping of his/her password and user ID and the Manufacturer shall not cause or permit any third party to use the password or user ID nor shall it loan, assign, or cause to be owned in the name of another person or to be sold or purchased the password or user ID or otherwise cause the password or user ID to be an object of any activity similar to the foregoing.
- 3.2 The Manufacturer shall be responsible and liable for any damage incurred by the Manufacturer as a result of inadequate management, wrong or improper use, or the use by a third party of the password or user ID. In no event shall Kabuku be responsible or liable for such damage.
- 3.3 In cases where the password or user ID is found to be stolen or used by a third party, the Manufacturer shall immediately notify Kabuku to that effect and follow the instructions provided by Kabuku.
ARTICLE 4 WORK
- 4.1 Kabuku shall entrust Manufacturer with following work related to the Service, and Manufacturer shall accept it;
- Manufacturing of the Products;
- Packing and shipping of the Products;
- Creation of 3D scan, drawing, CG, and 3D data necessary for the manufacturing of the Products; and
- any other work reasonably determined by Kabuku with respect to the manufacturing of the Products.
- 4.2 Terms and conditions of the work to be performed by Manufacturer under the Agreement shall be decided in the Individual Contract to be concluded pursuant to Article 6.1 between the parties hereto.
- 4.3 Kabuku shall reserve the right to entrust third parties with manufacturing of the Products in its sole discretion.
ARTICLE 5 USE OF SYSTEM
- 5.1 Kabuku hereby grants to Manufacturer the right to use the System for the management of orders for the Products to the extent permitted by Kabuku, and Manufacturer shall use it subject to Kabuku’s instructions.
- 5.2 Manufacturer shall not use the System beyond the purpose of the Agreement.
- 5.3 Manufacturer shall comply with Kabuku’s instructions in connection with the use of the System.
ARTICLE 6 INDIVIDUAL CONTRACTS
- 6.1 Under the System, Kabuku shall provide notice of orders for the Products to the Manufacturers of the Products in the System, and when the Manufacturer accepts an order in the System, an individual contract with respect to the manufacturing of the Products related to the order shall be deemed to be executed between Kabuku and Manufacturer with the terms and conditions set forth in the order (the “Individual Contract”). Specific work to be conducted by Manufacturer under the Individual Contract shall be hereinafter referred to as the “Individual Work.”
- 6.2 The Individual Contract to be executed between the parties hereto pursuant to Article 6.1 shall constitute a part of the Agreement. Unless otherwise agreed in writing, provisions in the Terms shall apply to each Individual Contract.
- 6.3 In case of conflict between provisions in the Terms and those in the Individual Contract, the provision of the Individual Contract shall prevail.
ARTICLE 7 CONFIRMATION PROCESS
- 7.1 Upon the execution of the Individual Contract, Manufacturer shall immediately download the 3D data for the Products to be manufactured under the Individual Contract and confirm whether or not Manufacturer can manufacture the Products appropriately. If Manufacturer revises the 3D data for the manufacturing of the Products, Manufacturer shall upload the revised 3D data (the "Revised 3D Data") in the System.
- 7.2 As a result of the confirmation process pursuant to Article 7.1 above, if Manufacturer determines that it can manufacture the Products, Manufacturer shall chose the status of "Under Construction" in the System, designate the delivery date of the Products (the "Delivery Date") in the System, and commence the manufacturing of the Products.
- 7.3 As a result of the confirmation process pursuant to Article 7.1 above, if Manufacturer determines that it cannot manufacture the Products, Manufacturer shall notify Kabuku of the reason why Manufacturer cannot manufacture the Products, and upon the notification the Individual Contract shall terminate. Manufacturer hereby agrees and acknowledges that Kabuku may notify the Purchasers and the Creators of the contents described by Manufacturer as the reason why it cannot manufacture the Products.
- 7.4 In cases where Manufacturer fails to complete the confirmation process under this Article 7 within the period designated by Kabuku, Kabuku may terminate the Individual Contract with a notice to Manufacturer.
- 7.5 The confirmation process under this Article 7, including, without limitation, the creation of the Revised 3D Data, shall be conducted by Manufacturer with is sole costs and expenses. Manufacturer shall not claim from Kabuku any compensation for the confirmation process. Even if the Individual Contract terminates for any reason, Kabuku shall not be liable or responsible for any damage incurred by Manufacturer due to the termination of the Individual Contract.
ARTICLE 8 MANUFACTURING AND DELIVERY
- 8.1 In accordance with the Individual Contract, Manufacturer shall manufacture the Products, pack the Products appropriately in the manner agreed between Kabuku and Manufacturer and deliver the Products to the Purchaser by the Delivery Date with Manufacturer's sole costs and expenses.
- 8.2 In cases where the Products are not accepted by the Purchaser due to defect of the Products, Kabuku may immediately terminate the Individual Contracts for the Products by giving a written notice to Manufacturer.
ARTICLE 9 RISK OF LOSS
When the Purchaser accepts the Products from Manufacturer, the risk of loss of the Products delivered to the Purchaser shall be transferred from Manufacturer to Kabuku and the Purchaser, unless Manufacturer is responsible for the loss.
ARTICLE 10 OWNERSHIP
When the Purchaser accepts the Products from Manufacturer, the title and ownership in and to the Products and its containers shall be transferred from Manufacturer to the Purchaser through Kabuku and the Creator. .
ARTICLE 11 PAYMENT
- 11.1 Kabuku shall pay to Manufacturer the amount set forth in the Individual Contract as the fee for the Individual Work.
- 11.2 Kabuku shall pay the total amount of the fee for the Individual Work for the Products which are delivered to the Purchaser and accepted by the Purchaser during each calendar month on or before the end of the next calendar month, by wire transfer to an bank account designated by Manufacturer. The costs and expenses for the payment such as remittance fee shall be borne by Kabuku.
- 11.3 Unless otherwise provided in the Individual Contract, the fees set forth in Article 11.1 shall include any and all duties and taxes to be imposed on the fees, and Kabuku shall not be obliged to pay any amount except the fees set forth in the Individual Work. Such duties and taxes shall be borne by Manufacturer. If any withholding tax is imposed on the fees, Kabuku shall be entitled to withhold the amount of the withholding tax from the amount to be paid to Manufacturer, and Manufacturer shall agree to such reduction of the amount.
- 11.4 The fees set forth in Article 11.1 shall include manufacturing costs, packing costs and any other cost and expenses necessary to perform the Individual Work and the confirmation process pursuant to Article 7, and Manufacturer shall not claim from Kabuku compensation for any such costs and expenses; provided, however, that the reasonable shipping costs for the delivery to the Purchaser shall be borne by Kabuku.
ARTICLE 12 ENTRUSTMENT
- 12.1 Manufacturer shall perform the Individual Work by its officers and employees. Unless expressly approved by Kabuku in writing, Manufacturer shall not cause any third party to perform all or part of the Individual Work.
- 12.2 In cases where Manufacturer desires to entrust part of the Individual Work to a third party, Manufacturer shall notify Kabuku in writing of content of the work to be entrusted, names and address of the third party, and any other things designed by Kabuku to obtain written approval from Kabuku.
- 12.3 Manufacturer shall impose on the third party the same obligations as Manufacturer owes to Kabuku under the Agreement and the applicable Individual Contract, and take any and all responsibilities for activities of the third party relating to the entrusted work.
ARTICLE 13 EQUIPMENT
- 13.1 Manufacturer shall, at its own costs and expenses, prepare and maintain systems, hardware, software, equipments, devices and any other things necessary to perform the Individual Work.
- 13.2 Kabuku may, in its sole discretion, lend Manufacturer systems, hardware, software, equipments, devices and any other things which Kabuku finds necessary to perform the Individual Work (the “Kabuku’s Equipment”) with or without charge.
- 13.3 In cases where any failure occurs in the Kabuku’s Equipment, Manufacturer shall immediately notify Kabuku of such failure.
- 13.4 Manufacturer shall use the Kabuku’s Equipment with a reasonable degree of care, and shall not use the Kabuku’s Equipment beyond the purpose of performance of the Individual Work. In no event shall Manufacturer copy, modify, disclose, transfer, assign, lend, lease, grant security interest on, or otherwise dispose of the Kabuku’s Equipment.
- 13.5 Manufacturer shall promptly (i) cease to use and (ii) return to Kabuku in accordance with Kabuku’s instruction the Kabuku’s Equipment, if any of the following events occurs;
- The applicable Individual Work has finished;
- The period for lending has expires; or
- Kabuku requests to return or cease to use the Kabuku’s Equipment.
ARTICLE 14 REPORT AND CONSULTATION
- 14.1 Upon Kabuku’s request, Manufacturer shall give Kabuku a report on status of the Individual Work and any other things designated by Kabuku within a reasonable time and in a manner designated by Kabuku.
- 14.2 Upon Kabuku’s request, Manufacturer shall hold or attend meetings in connection with the Individual Work with Kabuku.
ARTICLE 15 INTELLECTUAL PROPERTY RIGHTS
- 15.1 Any and all intellectual property rights (including copyrights (including the rights provided in Article 27 and 28 of Copyright Law of Japan), patents, utility model rights, design rights, trademark rights, rights to obtain and apply for registration, know-how, technical information and any other things) generated in the process of the Individual Work or related to the Product shall belong to Kabuku or its licensor; provided, however, that Kabuku shall not use the part of the Revised 3D Data created by Manufacturer without a consent of Manufacturer.
- 15.2 Upon Kabuku’s request, Manufacturer shall, at its own costs and expenses, give assistance to Kabuku or the Creator to register the intellectual property rights and any other rights that Kabuku or the Creator acquired pursuant to Article 15.1 above with any registration offices.
- 15.3 Manufacturer shall not execute its moral rights in connection with the Product and any other works generated in the process of the Individual Work.
- 15.4 All intellectual property rights in and to the System and the Kabuku’s Equipment shall vest in Kabuku or its licensors. Manufacturer shall not, for any reason whatsoever, perform any act which would infringe any intellectual property rights of the Kabuku or its licensors, including, without limitation, disassembling, decompiling, or reverse engineering.
ARTICLE 16 INFRINGEMENT OF THIRD PARTIES’ RIGHTS
- 16.1 Manufacturer shall (i) ensure that it shall not infringe rights or interest of third parties with respect to any work or acts under the Agreement and (ii) represent and warrant to Kabuku that the Product shall not infringe any rights or interest of third parties.
- 16.2 In cases where a dispute arises with third parties in connection with infringement of rights or interest, Manufacturer shall, at its own cost and expenses, settle the dispute and compensate Kabuku for any and all damages, costs and expenses (including attorney’s fee) incurred by Kabuku due to the dispute.
ARTICLE 17 LIABILITY FOR DEFECT
- 17.1 In cases where a defect of the Product is found within one (1) year after the acceptance by the Purchaser, Manufacturer shall cure the defect or replace the Product upon Kabuku’s request, and Manufacturer shall bear manufacturing costs, packing costs, shipping costs and any other costs and expenses necessary to cure the defect or replace the Product.
- 17.2 In cases where Kabuku cures the defects or replace the Products provided in Article 17.1 or suffers from damages due to the defect (including in cases where third parties make claims for Kabuku), Manufacturer shall compensate Kabuku for any and all damages, costs and expenses (including attorney’s fee) incurred by Kabuku.
ARTICLE 18 PROHIBITED ACTIVITIES
- 18.1 The Manufacturer shall be prohibited from engaging in any of the following activities with respect to the use of the System:
- to perform any act which would infringe any Intellectual Property Rights, portrait rights, privacy rights, credits, or other rights or interests of Kabuku, other Manufacturers, the Creators, the Purchasers or other third parties (including any act which raise such infringement directly or indirectly);
- to perform an act associated with a criminal act, or an act against public order and good morals;
- to perform any act which violates any law or regulation, or the internal rules of the entity of which Kabuku or the Manufacturer is a member;
- to transmit information containing computer viruses or other harmful computer programs;
- to modify information which can be used for the purpose of the System;
- to transmit through the System data the volume of which is larger than the size of data specified by Kabuku;
- to perform any act which likely to interfere with the operation of the System by Kabuku; or
- to perform any other acts determined by Kabuku to be inappropriate.
- 18.2 In cases where Kabuku determines that the act of the Manufacturer to transmit information in the System falls or is likely to fall under any of the items of Article 18.1, Kabuku may delete all or part of such information without any prior notice to the Manufacturer. Kabuku shall in no event be responsible or liable for any damage incurred by the Manufacturer as a result of an action taken by Kabuku pursuant to this Article 18.
ARTICLE 19 DISCONTINUATION OR SUSPENSION OF THE SYSTEM
- 19.1 In the event of any of the following circumstances, Kabuku shall reserve the right to permanently discontinue or temporarily suspend all or part of the use of the System without prior notice to the Manufacturer:
- When Kabuku conducts scheduled or unscheduled inspections or maintenance of the computer systems relating to the System;
- When a computer or telecommunications network ceases to operate or function as a result of an accident;
- When the operation of the System becomes difficult due to fire, power failure, natural disaster, or any other cause of force majeure;
- When for any other reason Kabuku determines that the discontinuation or suspension will be necessary.
- 19.2 Kabuku may, in its discretion, terminate the provision of the System. In this case, Kabuku gives prior notice to the Manufacturer.
- 19.3 Kabuku shall not be responsible or liable for any damage incurred by the Manufacturer as a result of any action taken by Kabuku in accordance with this Article 19.
ARTICLE 20 DUTY OF NOTIFICATION
In the event of following items, Manufacturer shall give a written notice to Kabuku in advance;
- Change of name or trade name of the corporation;
- Change of the account to be used for the payment under the Agreement;
- Change of representative; or
- Change of address head office, principal place of business, or address.
ARTICLE 21 CANCELLATION OF REGISTRATION
- 21.1 Kabuku may suspend temporarily the use by the Manufacturer of the System, cancel the registration of the Manufacturer and terminate all or part of the Individual Contracts without any prior notice if:
- the Manufacturer violates any provision of the Terms;
- the Registration Information is found to contain false information;
- the Manufacturer uses or attempts to use the System for such purposes or in such a manner as would cause damage to Kabuku, other Manufacturers, the Creators, the Purchasers, or other third parties;
- the Manufacturer interferes with the operation of the System by any means;
- payment by the Manufacturer is suspended, or the Manufacturer becomes insolvent, or an application for a proceeding for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or other similar proceedings is instituted with respect to the Manufacturer;
- the Manufacturer dishonors any note or check issued or accepted by it;
- a petition is filed against the Manufacturer for attachment, provisional attachment, provisional disposition, judicial enforcement or an auction sale;
- the Manufacturer becomes subject to the procedures for tax delinquency;
- the Manufacturer dies or is subject to an order for the commencement of guardianship, curatorship, or assistance;
- the Manufacturer has not used the System for a period of [ ] month(s) or more, and has not responded to any communication from Kabuku;
- the Manufacturer falls under any of the items of Article 2.3; or
- Kabuku determines for any reason that the continuation of the registration of the Manufacturer would be inappropriate.
- 21.2 In cases where the Manufacturer falls under any of items of Article 21.1, any and all monetary debt of the Manufacturer to Kabuku shall become forthwith due and payable, and the Manufacturer shall immediately pay such monetary debt.
- 21.3 Each of Kabuku and the Manufacturer may cancel his/her registration as a Manufacturer by sending a 10[ ] days prior notice to the other party in accordance with the procedures specified by Kabuku.
- 21.4 Kabuku shall in no event be responsible or liable for any damage incurred by the Manufacturer as a result of any action taken by Kabuku in accordance with the provisions of this Article 21.
- 21.5 In case of termination of the Individual Contract, Kabuku shall be entitled to request Manufacturer to deliver the Products manufactured by under the Individual Contract the manufacturing of which may or may not be completed. In this case, Kabuku shall reasonably decide the appropriate fee for the Products in accordance with the extent of the completion of the Individual Work, and Manufacturer shall immediately refund to Kabuku the balance of the amount paid by Kabuku less the amount of the fee determined by Kabuku as set forth above if any, and Kabuku shall pay to Manufacturer the balance of the amount of the fee determined by Kabuku as set forth above less the amount paid by Kabuku if any within thirty30 (30) days after the delivery of the Product.
ARTICLE 22 DISCLAIMER AND LIMITATION OF LIABILITY
- 22.1 Kabuku makes no warranty for the System. The System is provided “as is”, and Kabuku makes no warranty of any kind, including, without limitation, warranty of fitness for particular purpose, merchantability, completeness or consistency, with respect to the System.
- 22.2 Kabuku does not make any warranty which is not expressly provided for in the Terms even in cases where the Manufacturer has acquired from Kabuku, directly or indirectly, any information concerning the System, other Manufacturers, the Creators, the Purchasers or any other matter.
- 22.3 The Manufacturer shall investigate at his/her own expense and responsibility to determine whether or not his/her use of the System will violate any law or regulation applicable to the Manufacturer or the internal rules of the entity of which the Manufacturer is a member, and Kabuku makes no warranty that the use of the System by the Manufacturer will comply with the laws and regulations applicable to the Manufacturer and the internal rules of the entity of which the Manufacturer is a member.
- 22.4 The Manufacturer shall, with his/her full responsibility, treat and resolve all transactions, communications, disputes, etc. in connection with the System which arise between the Manufacturer and other Manufacturers, the Creators, the Purchasers or other third parties. In no event shall Kabuku be responsible or liable for them.
- 22.5 In no event shall Kabuku be responsible or liable for suspension, discontinuation, unavailability or modification of the System caused by Kabuku, deletion or loss of any message or information from the Manufacturer, cancellation of the registration of the Manufacturer, loss of data or failure of or damage to equipment through the use of the System, or any other damage incurred by the Manufacturer in connection with the System.
- 22.6 In no event shall Kabuku be responsible or liable for the damage incurred by the Manufacturer in connection with the System. Even if Kabuku is responsible or liable for the damage for any reason, the responsibility and liability of the Kabuku for the damage shall be limited to the 10 [ ] % of the total amount that Kabuku paid to Manufacturer during the last 3 [ ] months before the date on which the cause of such damage occurs.
ARTICLE 23 INDEMNIFICAIONT BY THE MANUFACTURER
- 23.1 The Manufacturer shall indemnify and hold harmless Kabuku from and against any damage incurred by Kabuku as a result of any breach by the Manufacturer of any provision of the Terms or resulting in connection with the use by the Manufacturer of the System.
- 23.2 The Manufacturer shall immediately notify Kabuku of any claim against the Manufacturer brought by other Manufacturers, the Creators, the Purchasers or other third parties in connection with the System or of any dispute arising between the Manufacturer and any of the other Manufacturers or other third parties, and shall settle such claim or dispute at his/her own expense and responsibility and report the processes and results of the settlement to Kabuku at the request thereof.
- 23.3 In cases where a claim is brought against Kabuku by other Manufacturers, the Creators, the Purchasers or other third parties by reason of infringement of rights or for any other reason with respect to the use of the System by the Manufacturer, the Manufacturer shall compensate Kabuku for any amount of money which Kabuku has been forced to pay to such other Manufacturers, the Creators, the Purchasers or other third parties based on such claim.
ARTICLE 24 EFFECTIVE TERM
- 24.1 The Agreement shall become effective on the date of the completion of the registration pursuant to Article 2 in respect of the Manufacturer, and remain in force and effect between Kabuku and the Manufacturer until the earlier of the termination of the registration or the cessation of the provision of the System.
- 24.2 After the expiration or termination of the Agreement, Manufacturer shall not perform an act which is likely to be mistaken for Kabuku or an entrustee of Kabuku, such as use the trademark relevant to Kabuku or the Service.
ARTICLE 25 INDIVIDUAL CONTRACT AFTER THE EXPIRATION
The Individual Contract shall survive the expiration or termination of the Agreement for the effective term provided in the Individual Contract. As far as the Individual Contract is effective, provisions of the Terms shall apply to the Individual Contract.
ARTICLE 26 CONFIDENTIALITY
- 26.1 For the purposes of the Terms, the “Confidential Information” means any and all information related to technology, business, operation, finance, organization, etc. of Kabuku which may be provided or disclosed by Kabuku to, or come to the knowledge of, the Manufacturer in connection with the Agreement in writing, orally or in storage media, etc., but excluding information (1) which is generally available to the public or known to the Manufacturer at the time when the information is provided or disclosed by Kabuku to or comes to the knowledge of the Manufacturer; (2) which becomes publicly known through publication or otherwise without fault of the Manufacturer after the information is provided or disclosed by Kabuku to or comes to the knowledge of the Manufacturer; (3) which the Manufacturer has lawfully acquired without any obligation of confidentiality from a third party authorized to provide or disclose the information; (4) which the Manufacturer has developed independently of the Confidential Information, or (5) which is confirmed by Kabuku in writing to be excluded from the obligation of confidentiality.
- 26.2 The Manufacturer shall use the Confidential Information of Kabuku solely for the purpose of using the Agreement hereunder, and shall not provide, disclose or divulge the Confidential Information of Kabuku to any third party without Kabuku’s prior written consent.
- 26.3 Notwithstanding the provision of Article 26.2, the Manufacturer may disclose the Confidential Information of Kabuku when such disclosure is required by law or by an order, requirement or request of a court or governmental authority; provided, however, that such order, requirement or request shall be promptly notified to Kabuku by the Manufacturer.
- 26.4 The Manufacturer shall first obtain the prior written consent of Kabuku if it intends to reproduce any document or magnetic storage media containing the Confidential Information of Kabuku, and shall keep the reproductions under strict control in the same manner as provided for in Article 26.2.
- 26.5 At any time upon request of Kabuku, the Manufacturer shall promptly return to Kabuku or destroy the Confidential Information of Kabuku and the documents or other storage media containing or including the Confidential Information along with all reproductions thereof in accordance with the instructions of Kabuku.
ARTICLE 27 NOTIFICATION
Any inquiries with respect to the System or other communications or notices from the Manufacturers to Kabuku, or the notices concerning any amendment to the Terms or other communications or notices from Kabuku to the Manufacturer shall be made in accordance with the procedures specified by Kabuku.
ARTICLE 28 AMENDMENT AND CHANGES TO TERMS, ETC.
- 28.1 Kabuku reserves the right to make amendment or change to the contents of the System without restriction.
- 28.2 Kabuku reserves the right to make amendment or change to the Terms (including, without limitation, the rules and regulations concerning the System; the same shall apply hereinafter in this Article 28). In the event of any amendment or change to the Terms, Kabuku shall notify the Manufacturer to that effect. If the Manufacturer uses the System, or fails to take steps to cancel the registration within the time specified by Kabuku after the notice set forth above, the Manufacturer shall be deemed to have agreed to such amendment and change made to the Terms.
ARTICLE 29 HEADINGS
Headings of the Articles used in the Terms are inserted for convenience of reference only and shall in no way affect the interpretation hereof.
ARTICLE 30 WAIVER
Any waiver of a right under the Agreement by the parties hereto may be made only with document of waiver signed by the parties hereto. Any delay of exercise of rights herein by the parties hereto shall not be deemed the waiver of such rights, and any waiver of or partial exercise of any parties’ rights herein shall not preclude the parties’ exercise of rights which has not been waived or part of rights which has not been exercised.
ARTICLE 31 ASSIGNMENT OT TERMS
- 31.1 The Manufacturer shall not assign, transfer, grant security interests on or otherwise dispose of his/her status under the Agreement or rights or obligations under the Terms without the prior written consent of Kabuku.
- 31.2 In cases where Kabuku has assigned the business regarding the System to a third party, Kabuku may, as part of such assignment of business, assign to the third party assignee its status under the System Agreement, its rights and obligations under the Terms, and the Registration Information and other information relating to the Manufacturer, and the Manufacturer hereby agrees to such assignment in advance. For the purposes of this Article 31.2, the assignment of business referred to above shall include, in addition to the usual form of assignment of business, company split or any other form of restructuring of Kabuku which would result in a transfer of the business.
ARTICLE 32 ENTIRE AGREEMENT
The Agreement shall constitute the entire agreement between the parties hereto relating to the subject matters contained herein, and supersede any agreements, representations or undertaking, relating to the subject matters contained herein, oral or in writing, between the parties hereto.
ARTICLE 33 SEVERABILITY
If any provision or any portion of any provision of the Terms shall be held to be void or unenforceable, the remaining provisions of the Terms and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect, and the parties hereto shall make best efforts to amend provisions or part of provisions held void or unenforceable so that they become effective and enforceable keeping the original intention among the parties hereto.
ARTICLE 34 SURVIVING PROVISIONS
The provisions of Articles 3.2, 7.5, 9, 10, 12.3, 13.3, 13.4, 13.5, 15 through 17, 18.2, 19.3, 21.2, 21.4, 21.5, 22, 23, 24.2, 25, 26, and 29 through 36 shall survive the expiration or termination of the Agreement.
ARTICLE 35 GOVERNING LAW AND JURISDICTION
- 35.1 The Agreement shall be governed by and construed in accordance with the laws of Japan without regard to choice of law or conflicts of law principles; provided, however, that the application of the United Nations Convention on Contracts for International Sale of Goods shall be excluded.
- 35.2 The parties hereto hereby agree that the Tokyo District Court of Japan shall have the exclusive jurisdiction for the first instance over any lawsuit in connection with the Agreement.
ARTICLE 36 LANGUAGE
The Terms shall be construed in Japanese and controlled by Japanese, and any translation of this Agreement in any other language is for convenience of reference only and shall not bind the parties hereto.
ARTICLE 37 CONSULTATION
Any matters not provided in the Terms or any ambiguities or disputes with respect to the interpretation of any of the provisions hereof shall be subject to provisions of laws and customary practices, and resolved in good faith upon mutual consultation among the parties hereto.
Enacted on January 23, 2015