(SoftNeuro® Free Trial)
Article 1 (Purpose)
Article 2 (Definitions)
ii) "User(s)" means an individual or legal entity who wish to use the Software and who will become a party to this Agreement after the Agreement is executed.
iii) "Program" means "SoftNeuro®" that Morpho exclusively owns the rights.
iv) "Materials" means materials relating to the Program.
v) "Software" means the Program and Materials collectively.
Article 3 (Scope of License)
Morpho hereby grants to the User a non-exclusive, non-transferable right (excluding the right to modify the Software) to use the Software on a trial basis during the term of this Agreement only for non-commercial use (hereinafter referred to as the "Purpose" only if all of the following items are satisfied);
i) Not to be paid in any way
ii) Not intended for the production of deliverables for profit-making purposes
iii) Not intended to provide commercial services
Article 4 (Download)
Article 5 (Prohibited Acts)
5.1 Users shall use the Software, in whole or in part, for the Purpose only and shall not engage in any of the acts set forth in the following items with respect to the Software;
i) Act in breach of this Agreement
ii) Acts that infringe or threaten to infringe any proprietary or personal rights such as Morpho's Intellectual Property Rights
iii) Acts that cause disadvantage or damage to Morpho or a third party, or acts that may cause such disadvantage or damage
iv) Acts in violation of laws and regulations
v) Acts that are or may be offensive to public order and morals, or acts that provide other Users or third parties with information that may be offensive to public order and morals.
vi) Criminal acts, acts linked to criminal acts, acts that encourage such acts, or acts that threaten such acts
vii) Act of providing information that is contrary to facts or that is likely to be contrary to facts
viii) Unauthorized access to Morpho's system, falsification of program code associated with such access, intentional cheating using falsehoods, communication device specifications or other applications, distribution of computer viruses, and other acts that interfere with or may interfere with the normal operation of Morpho.
ix) Acts using functions or tools that automate macros and operations
x) Use of the Software by impersonating a third party by using the account of another User or by any other means.
5.2 If Morpho determines that a User's actions fall under any of the items in Paragraph 5.1 above, Morpho may take any or all of the following actions against the User without prior notice.
i) Restrictions on the use of the Software
ii) Termination of this Agreement
iii) Any other acts that Morpho reasonably deems necessary.
Article 6 (Reservation of Rights)
6.1 This Agreement does not transfer any copyrights or any other Intellectual Property Rights or know-how relating to the Software to Users or third parties.
6.2 If the Software delivered by Morpho contains Morpho's copyright notice or other rights notice, the User shall affix the same notice to any copies made by the User under the provisions of Article 3 (Scope of License).
Article 7 (Consideration for Use)
The consideration for the use of the Software hereunder shall be free of charge.
Article 8 (Non-Warranty and Indemnification)
Morpho makes no warranty as to the completeness, accuracy, validity, etc. of the Software. In addition, Morpho does not warrant that the use of the Software will not be interrupted, suspended or otherwise impaired.
Article 9 (Confidentiality)
9.1 Morpho and the User shall not disclose or divulge to any third party and shall not use for any purpose other than the Purpose any information of the other party obtained in the performance of this Agreement that is expressly marked as "Confidential", as well as technical information of the Software and its copies (excluding personal information, hereinafter collectively referred to as "Confidential Information"), except for disclosure to the officers and employees of the disclosing party or its subsidiary under the Companies Act who need to know such information for the performance of this Agreement without obtaining the prior written approval of the disclosing party. Information disclosed orally or in any other manner that makes it difficult to expressly mark as "Confidential" by means of tangible objects shall be treated as Confidential information only if the receiving party is notified at the time of disclosure that it is "Confidential" and confirmed in writing within 30 days after disclosure of it; provided, however, that information that falls under any of the following items shall be excluded from Confidential information.
i) Information already in the public domain or already in the possession of the receiving party without the obligation of confidentiality to any third parties prior to disclosure or acquisition;
ii) Information that has become publicly known through no fault of the receiving party after disclosure or acquisition;
iii) Information received from a duly authorized third party without any obligation of confidentiality; or,
iv) Information independently developed or obtained by the receiving party without reference to the information disclosed.
9.2 Notwithstanding the provisions of the preceding paragraph, in the event the receiving party is requested by a court or other public agency to disclose Confidential Information pursuant to laws or regulations, the receiving party shall notify the disclosing party to that effect in advance, and shall discuss the response, and may disclose the information in the same to the minimum extent necessary; provided, however, that in the event it is impossible to notify the disclosing party in advance due to a criminal case, etc., it is sufficient to notify the disclosing party of the request and the content of the disclosure without delay after disclosure. In this event, the receiving party shall use its best effort to ensure that Confidential Information to be disclosed is handled as Confidential Information.
9.3 In the event the receiving party discloses Confidential Information to a third party, the receiving party shall impose the same obligation of confidentiality on its officers and employees and third parties as in this Agreement, and shall be fully responsible for their activities.
9.4 Receiving party shall not conduct reverse engineering, decompiling, disassembly, or any other analysis of Confidential Information.
Article 10 (Personal Information)
Article 11 (Inquiries)
11.1 Morpho will endeavor to respond to Users inquiries about the Software; provided, however, that, Morpho shall not be obliged to respond, unless the obligation or liability arises under the law or this Agreement.
11.2 Morpho is not obliged to disclose the criteria for responding to inquiries from Users.
Article 12 (Termination)
12.1 Morpho may terminate this Agreement without any notice in the event that the User falls under any of the following items:
i) Registration information contains false information;
ii) The User's heir, etc. informs that the User has died or when the Morpho can confirm the fact of the User's death;
iii) A minor uses the Software without the consent of a legal representative;
iv) An adult ward, person under curatorship, or person under assistance utilizes the Software without the consent of the guardian of an adult, curator, or assistant, etc.; or,
v) Other cases where the Morpho is judged to be inappropriate.
12.2 In addition to the cases listed in each item of the preceding paragraph, Morpho may terminate this Agreement by giving 30 days prior notice to the User. In addition, Users may terminate this Agreement in accordance with the procedures set forth by Morpho.
Article 13 (Term)
13.1 This Agreement shall be effective until December 31st, 2021.
13.2 Notwithstanding the provisions of the preceding paragraph, the provisions of Articles 8 (Non-Warranty and Indemnification), 15 (Prohibition of Assignment of Rights and Obligations) through 19 (Severability) and this Article shall survive the termination of this Agreement, and Article 9 (Confidentiality) shall survive the termination of this Agreement for three years.
13.3 Upon termination of this Agreement or at the request of Morpho, the User shall destroy or return to Morpho the Software, including any copies of it.
Article 15 (Prohibition of Assignment of Rights and Obligations)
Neither Morpho nor the User shall assign, pledge as collateral, or cause to be transferred, in whole or in part, any rights or obligations under this Agreement to any third party without the prior written consent of the other party.
Article 16 (Exclusion of Anti-social forces)
16.1 Morpho and the User represent and warrant, as of the date hereof, a) that themselves and their own officers and persons who are substantially involved in the management are not organized crime groups, organized crime group members or their equivalent (hereinafter referred to as "Anti-social forces"); b) that they have no relations or exchanges (including cooperating or participating in the maintenance or operation of Anti-social forces through the provision of funds to Anti-social forces or similar acts) that should be socially condemned with them; and c) that they will not have any such relations or exchanges with them in the future.
16.2 In the event of any violation of the representations and warranties made by Morpho or the User as set forth in the preceding clause, the other party shall be entitled to immediately terminate this Agreement and may claim compensation for its damages. In such cases, the party to whom such event occurred may not claim compensation for its damages to the other party.
Article 17 (Negotiation)
In the event of any matter not stipulated in this Agreement or any doubt regarding the interpretation of any provision of this Agreement, Morpho and the User shall negotiate and resolve such matter in good faith.
Article 18 (Governing Law and Arbitration)
This Agreement shall be governed by the laws of Japan. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.
Article 19 (Severability)
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
· Identity Data includes first name, maiden name, last name, username or similar identifier, title, date of birth, photograph or movie including your face, and gender.
· Contact Data includes billing address, delivery address, email address and telephone numbers.
· Financial Data includes bank account and payment card details.
· Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
· Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website.
· Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
· Usage Data includes information about how you use our website, products and services.
· Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
· Direct interactions. You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
· apply for our products or services;
· create an account on our website;
· subscribe to our service or publications;
· request marketing to be sent to you;
· enter a competition, promotion or survey; or
· give us feedback or contact us.
· Automated technologies or interactions. As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs, and other similar technologies.
· Third parties or publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
o Contact, Financial and Transaction Data from providers of technical, payment and delivery services.
o Identity and Contact Data from data brokers or aggregators.
o Identity and Contact Data from publicly available sources.
· Where we need to perform the contract we are about to enter into or have entered into with you.
· Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
· Where we need to comply with a legal obligation.
Generally, we do not rely on consent as a legal basis for processing your personal data although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
Type of data
Lawful basis for processing including basis of legitimate interest
To register you as a new customer
Performance of a contract with you
To process and deliver your order including:
(a) Manage payments, fees and charges
(b) Collect and recover money owed to us
(e) Marketing and Communications
(a) Performance of a contract with you
(b) Necessary for our legitimate interests (to recover debts due to us)
To manage our relationship with you which will include:
(b) Asking you to leave a review or take a survey
(d) Marketing and Communications
(a) Performance of a contract with you
(b) Necessary to comply with a legal obligation
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)
To enable you to partake in a prize draw, competition or complete a survey
(e) Marketing and Communications
(a) Performance of a contract with you
(b) Necessary for our legitimate interests (to study how customers use our products/services, to develop them and grow our business)
To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)
(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise)
(b) Necessary to comply with a legal obligation
To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you
(e) Marketing and Communications
Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, customer relationships and experiences
Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)
To make suggestions and recommendations to you about goods or services that may be of interest to you
(f) Marketing and Communications
Necessary for our legitimate interests (to develop our products/services and grow our business)
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.
We use a tool called “Google Analytics” to collect information about use of this site. Google Analytics collects information such as how often users visit this site, what pages they visit when they do so, and what other sites they used prior to coming to this site. We use the information we get from Google Analytics only to improve this site. Google Analytics collects only the IP address assigned to you on the date you visit this site, rather than your name or other identifying information. We do not combine the information collected through the use of Google Analytics with personally identifiable information. Although Google Analytics plants a permanent cookie on your web browser to identify you as a unique user the next time you visit this site, the cookie cannot be used by anyone but Google. How Google Analytics collects and processes data can be found here: https://policies.google.com/technologies/partner-sites?hl=en ("HOW GOOGLE USES INFORMATION FROM SITES OR APPS THAT USE OUR SERVICES"). You can prevent Google Analytics from recognizing you on return visits to this site by disabling cookies on your browser.
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
· [Request access to your personal data].
· [Request correction of your personal data].
· [Request erasure of your personal data].
· [Object to processing of your personal data].
· [Request restriction of processing your personal data].
· [Request transfer of your personal data].
If you wish to exercise any of the rights set out above, please contact us.
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.