Effective January 18, 2013
1.1 Your use of the Inventit Inc. service is governed by this agreement (the "Terms"). "Inventit" means Inventit Inc., located at 9F 4-4-7, Kojimachi, Chiyoda-ku Tokyo 102-0083, Japan, and its subsidiaries or affiliates involved in providing the IIDN Service. “IIDN” means the name of this website, Inventit IoT Developer Network. The “IIDN Services” means the services Inventit makes available through this website, including this website, the IIDN sandbox cloud computing platform, the API enabling you to access to the platform, and any other software or services offered by Inventit in connection to any of those.
1.2 In order to use the IIDN Services, you must first agree to the Terms. You can agree to the Terms by actually using the IIDN Services. You understand and agree that Inventit will treat your use of the IIDN Services as acceptance of the Terms from that point onwards.
1.3 If you have entered into or enter into a master subscription agreement with Inventit MobiConnect (mobi-connect.net), that master subscription agreement shall not apply to IIDN Services, and IIDN Services shall not be considered a service or product or part of any service or product under such master subscription agreement, unless otherwise expressly agreed in writing by Inventit MobiConnect. The IIDN Services are delivered from an infrastructure different from the infrastructure underlying other Inventit services, and any representations or commitments by Inventit MobiConnect regarding the security or availability of its services or products do not apply to IIDN Services.
1.4 You may not use the IIDN Services if you are a person barred from receiving the IIDN Services under the laws of Japan or other countries, including the country in which you are resident or from which you use the IIDN Services. You affirm that you are over the age of 13, as the IIDN Services are not intended for children under 13.
1.5 You agree your purchases of IIDN Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Inventit or any of its affiliates regarding future functionality or features.
2.1 You must provide accurate and complete registration information any time you register to use the IIDN Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Inventit immediately.
2.2 Your use of the IIDN Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the IIDN Services by any means other than through the interface that is provided by Inventit in connection with the IIDN Services, unless you have been specifically allowed to do so in a separate agreement with Inventit, or (b) engage in any activity that interferes with or disrupts the IIDN Services (or the servers and networks which are connected to the Service).
2.4 Your account has “hard” and “soft” usage limits, as further explained here (or such URL as Inventit may provide). The IIDN Services does not permit you to exceed the hard usage limits. Inventit reserves the right to enforce soft usage limits in its sole discretion, which may result in Inventit serving a “quota exceeded” page to you or users to whom you serve web pages via the IIDN Services (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
2.5 You may use the IIDN Services only to develop and run applications on the IIDN infrastructure. You may not access the IIDN Services for the purpose of bringing an intellectual property infringement claim against Inventit or for the purpose of creating a product or service competitive with the IIDN Services and the Inventit Services.
3.1 You agree to comply with the IIDN Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Inventit.
4.1 Subject to the Terms, the IIDN Services are provided to you without charge as long as any Content or Applications that you create, submit, post, transmit or display on, or through, the IIDN Services, accesses the IIDN sandbox cloud computing platform.
4.2 Inventit may change its fees and payment policies for the IIDN Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect.
Changes to the fees or payment policies will be posted on the website (or such other URL Inventit may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the IIDN Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the IIDN Services and any source code written by you to be used with the IIDN Services (collectively, "Applications").
5.2 Inventit reserves the right (but shall have no obligation) to remove any or all Content from the IIDN Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Inventit. In the event that you elect not to comply with a request from Inventit to take down certain Content, Inventit reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. Inventit reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Inventit has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the IIDN Services and for the consequences of your actions (including any loss or damage which Inventit may suffer) by doing so.
5.5 You agree that Inventit has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6.1 You acknowledge and agree that Inventit (or Inventit's licensors) own all legal right, title and interest in and to the IIDN Services, including any intellectual property rights which subsist in the IIDN Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Inventit acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the IIDN Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Inventit, you agree that you are responsible for protecting and enforcing those rights and that Inventit has no obligation to do so on your behalf.
7.1 Inventit gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Inventit as part of the IIDN Services as provided to you by Inventit. This license is for the sole purpose of enabling you to use and enjoy the benefit of the IIDN Services as provided by Inventit, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the IIDN Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Inventit, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the IIDN Services or any applications running on the IIDN Services.
7.3 Open source software licenses for components of the IIDN Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Inventit for the use of the components of the IIDN Services released under an open source license.
7.4 Inventit hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Inventit trademarks and/or logos as provided here (“Marks”) for the sole purpose of promoting or advertising that you use the IIDN Services and solely in accordance with Inventit’s then current Trademark Usage Guidelines, which may be found at http://legal.yourinventit.com/trademark (or such other URL Inventit may provide from time to time). You agree that all goodwill generated through your use of the Inventit Marks shall inure to the benefit of Inventit.
8.1 Inventit claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the IIDN Services you give Inventit a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Inventit to provide you with the IIDN Services. Furthermore, by creating an Application through use of the IIDN Services, you give Inventit a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Inventit to provide you with the IIDN Services.
8.2 You may choose to or we may invite you to submit comments or ideas about the IIDN Services, including without limitation about how to improve the IIDN Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Inventit under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.3 You agree that Inventit, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the IIDN Services.
9.1 Inventit may, and you grant us permission to, make recommendations via the IIDN Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the IIDN Services. We will never make recommendations directly to your End Users.
10.1 Inventit is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the IIDN Services which Inventit provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the IIDN Services will be effective with respect to all versions of the IIDN Services; examples of changes to the form and nature of the IIDN Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2 You may terminate these Terms at any time by canceling your account on the IIDN Services. You will not receive any refunds if you cancel your account.
10.3 You agree that Inventit, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the IIDN Services may be without prior notice, and you agree that Inventit will not be liable to you or any third party for such termination.
10.4 You are solely responsible for exporting your Content and Application(s) from the IIDN Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
10.5 Upon any termination of the IIDN Services or your account these Terms will also terminate, but Sections 6.1, 10, 11, 12, 13, and 17 shall continue to be effective after these Terms are terminated.
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT INVENTIT'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE IIDN SERVICE IS AT YOUR SOLE RISK AND THAT THE IIDN SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 INVENTIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE IIDN SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INVENTIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE IIDN SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE IIDN SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE IIDN SERVICES WILL BE ACCURATE.
12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THATINVENTIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2 THE LIMITATIONS ON INVENTIT'S LIABILITY TO YOU IN PARAGRAPH
12.3 ABOVE SHALL APPLY WHETHER OR NOT INVENTIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 You agree to hold harmless and indemnify Inventit, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Inventit and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the IIDN Services, (c) your violation of applicable laws, rules or regulations in connection with the IIDN Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Inventit will provide you with written notice of such claim, suit or action.
14.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Inventit’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. For more information, please go to http://legal.yourinventit.com/dmca.
15.1 The IIDN Services may include hyperlinks to other web sites or content or resources or email content. Inventit may have no control over any web sites or resources which are provided by companies or persons other than Inventit.
15.2 You acknowledge and agree that Inventit is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Inventit is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.1 Inventit may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2 You understand and agree that if you use the IIDN Services after the date on which the Terms have changed, Inventit will treat your use as acceptance of the updated Terms.
17.1 The Terms constitute the whole legal agreement between you and Inventit and govern your use of the IIDN Services (but excluding any services which Inventit may provide to you under a separate written agreement), and completely replace any prior agreements between you and Inventit in relation to the IIDN Services.
17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3 If Inventit provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4 You agree that Inventit may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the IIDN Services. By providing Inventit your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5 You agree that if Inventit does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Inventit has the benefit of under any applicable law), this will not be taken to be a formal waiver of Inventit's rights and that those rights or remedies will still be available to Inventit.
17.6 Inventit shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7 The Terms, and your relationship with Inventit under the Terms, shall be governed by the laws of Japan without regard to its conflict of laws provisions. You and Inventit agree to submit to the exclusive jurisdiction of the courts located within Tokyo Metropolis to resolve any legal matter arising from the Terms.
17.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the IIDN Services upon written notice to the assigning party.
This document is an adaptation of the Heroku Terms of Service and the Google App Engine Terms of Service. The original works have been modified. Heroku, Inc. and Google, Inc. are not connected with and do not sponsor or endorse Inventit or its use of the works.