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CloudAutomator Service Terms of Use

July 17, 2014

1. General Terms

CloudAutomator Service Terms of Use (hereinafter referred to as these "Terms") shall apply to all users (each of such user shall be hereinafter referred to as "User") using "CloudAutmator" service (hereinafter referred to as the "Service") provided by Serverworks Co., Ltd. (hereinafter referred to as "Serverworks").
Serverworks may amend these Terms without consent of Users, and, unless otherwise specified, these Terms, as amended, shall come into effect as of the time at which the amendment is publicly available on CloudAutomator.jp website; provided that if Serverworks determines that such amendment will have material effect on Users, it shall notify the amendment to Users in advance with a reasonable prior notification period.

2. Sign-up and Acceptance

Unless otherwise specifically set forth in these Terms, upon a User providing required information prescribed by Serverworks and agreeing to these Terms, the service agreement under these Terms (hereinafter referred to as the "Service Agreement") shall come into force, and a User may use the Service; provided that Serverworks may not accept a request for use from a potential User if such User falls on any of the following events:

  1. When a User gives false statement when signing-up;
  2. When a User has a past record of a delinquent payment or other non-compliance in respect of the Service or other transaction with Serverworks;
  3. When Serverworks determines that a User belongs to anti-social forces, etc. (such term means "boryokudan" crime syndicates, members of "boryokudan" crime syndicates, quasi-members of "boryokudan" crime syndicates, "boryokudan" affiliated companies, "sokaiya" racketeer groups, groups engaging in criminal activities under the pretext of conducting social campaigns and crime groups specialized in intellectual crimes, and any other person engaging in similar conduct; the same shall apply hereunder), or has some sort of connection or involvement with anti-social forces, such as cooperation with or involvement in the maintenance, operation or management of anti-social forces, etc. through sponsorship or otherwise; or
  4. when User's use may have adverse effect on Serverworks's business operations or will cause technical difficulties.

3. User Registration Information

With respect to User registration information for the Service, Users shall have obligations to (i) register true and accurate information, and (ii) keep such information updated all the time.

4. User Responsibility for Login ID and Passwords

Users shall be solely responsible for use and management of the login ID and passwords for the Service. When a combination of the login ID and the password matches with User registration information on the Service and login on the Service is successful, Serverworks deems that such use is made by the User who has registered such login ID.

5. User AWS Account Information

5.1 Upon use of the Service, for enabling Users (i) to directly use Amazon Web Services provided by Amazon Web Services, Inc. (hereinafter referred to as "Amazon Web Services") through the function of the Service, and (ii) to check operation status of the server run by Users on Amazon Web Services (hereinafter referred to as "AWS Server") and display and administer such status on the Service, Serverworks will retain Users' Amazon Web Service account information (i.e., Account Number, Access Key ID, Secret Access Key, which shall be hereinafter collectively referred to as "AWS Account Information") within the Service.

5.2 Serverworks shall use User's AWS Account Information only for the purpose of this Section 5, and will never use it outside of the function of the Service.

6. Fees and Payment Method

6.1 As a consideration for use of the Service, Users shall pay the fees with any applicable taxes and duties separately prescribed by Serverworks and posted on cloudautomator.com website to Serverworks by methods designated by Serverworks.

6.2 Even in the event of suspension of provision of the Service pursuant to Section 13, Users shall not be discharged from their payment obligation for the Service under these Terms.

7. Delay Penalty

If a User fails to pay fees or other liabilities when they become due, such User shall pay the delay penalty in the amount calculated at a rate of 14.5% per annum for the period from the date immediately following the due date through the day immediately preceding the date of actual payment, payable by the date and by the methods designated by Serverworks.

8. User Responsibility for AWS Server and relevant equipment

8.1 For AWS Server operated by using the Service, Users shall observe the terms prescribed by Amazon Web Services, Inc. and indemnify Serverworks. User shall have sole responsibility for any setting, including, without limitation, backup and monitoring, and/or operation check.

8.2 Users shall incur any and all expenses related to the use of the Service, including, without limitation, costs of facilities, equipment and software, and fees for telecommunication line and Amazon Web Services .

9. Intellectual Property Rights

The intellectual property rights and any and all other rights pertaining to the Service, including, without limitation, any program used in providing the Service and any associated documents, shall be vested in Serverworks. Users may or may attempt to, neither by themselves nor through any third party, copy, compile, reverse engineer, analyze, modify, alter or create derivative works of any source code, document or other works for the programs used by Serverworks for the provision of the Service.

10. Prohibited Matters

When using the Service, following acts, including acts inducing such acts or preparation therefor, are prohibited. When a User violates any of these, Serverworks shall be entitled to suspend such act, and to claim damages in the amount which Serverworks suffered from such act or the amount equivalent to the profit gained by the User from such act:

  1. Violation of laws and ordinances of Japan or any country or territory where a User locates at the time of use;
  2. Posting, disclosing, providing or transmitting on AWS Server any item that is against social standards or public morality or any item that infringes rights of others or disturbs others;
  3. Destroying functions, such as servers, software and hardware, used by others, or transmitting or uploading any program or other material which interferes with them;
  4. Interfering the Service itself, or destroying or interfering the functions of servers or networks of the Service;
  5. Using the Service for any purpose other than the original purpose for provision of the service in light of the intention of the provision of the Service;
  6. Using the Service with the login ID of others;
  7. Acquiring login ID or password from others for any mean whatsoever, disclosing or providing login ID or password to others, and otherwise having others use function of the Service in any mean or form whatsoever;
  8. Providing benefit related the Service, directly or indirectly, to anti-social forces;
  9. Act in violation of any terms prescribed by Amazon Web Services, Inc., such as Amazon Web Services Customer Agreement, or any agreement between Amazon Web Services, Inc. and Users; and
  10. Other act deemed inappropriate by Serverworks.

11. User Responsibility

11.1 When Serverworks gives instruction necessary to provide the Service in effective manner, Users shall follow such instruction.

11.2 Users may not assign to any third party, provide as collateral or otherwise dispose of all or a part of rights and obligations and other contractual positions related to the use of the Service without prior written approval of Serverworks.

11.3 In the event of any complaint, claim or legal action by a third party against Serverworks in connection with each use of the Service by a User, the User shall settle such complaint, claim or legal action at User's sole responsibility and expense. Moreover, if Serverworks has incurred any cost, or made any payment, such as damages, in connection with such complaint, claim or legal action, the User shall compensate for such damages, such as costs and damages paid by Serverworks, including legal fees paid by Serverworks .

12. Termination

12.1 Serverworks may terminate the Service Agreement, if:

  1. A User fails to perform its payment obligations of the usage fees for the Service or otherwise when due, or otherwise breaches material provisions of these Terms, or, in the judgment of Serverworks, such event is threatened to occur;
  2. A User breaches any provision of these Terms, and fails to cure such breach within seven (7) days after receiving notice thereof from Serverworks;
  3. Petition for bankruptcy proceedings or civil rehabilitation proceedings is filed against or by a User, a User is subject to liquidation, or Serverworks determines an occurrence of deterioration of creditworthiness of a User, such as a User is subject to attachment, provisional attachment, provisional disposition, application for auction, attachment due to delayed payment of taxes, suspension of payment by any third party;
  4. A User's login ID is registered or used by anti-social forces, or their members or related persons, or in the judgment of Serverworks, such event is threatened to occur; or
  5. Serverworks determines that maintenance of contractual relationship between Serverworks and a User becomes difficult, such as the case where reliance between Serverworks and the User is lost.

12.2 If the Service Agreement for the Service is terminated pursuant to the provision of the immediately preceding paragraph, Serverworks will delete the User's data, contents, login ID and the like. If the User has registered multiple login IDs, Serverworks may take measures set forth in this Section 12 for all of such IDs even if the User falls on an event set forth in the immediately preceding paragraph only in respect of one of the login IDs.

12.3 Serverworks shall bear no liability for any damage the User suffers from Serverworks's termination of the Service Agreement for the Service or deletion of User data, contents or login ID pursuant to the provisions of this Section 12.

13. System Maintenance

13.1 If Serverworks considers it necessary for reasons, including, without limitation, regular or incidental checkup, repair and improvement, any change of situation in internet communication , or any reason on the part of Serverworks system, Serverworks may suspend provision of the Service or limit use of the Service by giving prior notice to Users.

13.2 If the prior notice to Users set forth in the immediately preceding paragraph cannot be given under unavoidable circumstances, Serverworks may suspend provision of the Service, limit use or change contents of the Service without prior notice to Users.

13.3 Serverworks shall bear no liability for any damage a User incurs from suspension of the Service, limitation of use or change of contents of the Service by Serverworks in accordance with this Section 13.

14. Termination by User

14.1 When a User desires to terminate the Service Agreement, the User may do so by giving notice of such effect to Serverworks in the method designated by Serverworks. If, at the time of termination, the User owes any outstanding payment obligation to Serverworks, and shall forfeit the benefit of time with respect to any and all payment obligation of the User owed to Serverworks, and the User must immediately perform all of such payment obligations to Serverworks.

14.2 After termination of the Service Agreement, Serverworks will delete all data related to the User stored within the Service in the manner designated by Serverworks.

15. Notice or Communication

When a User wants to contact Serverworks, a User may do so via inquiry page on cloudautomator.com website or e-mail address designated by Serverworks. Serverworks will respond to User inquiry via e-mail.

16. Outsourcing

Serverworks may outsource any operation related to the Service to a third party designated by Serverworks.

17. Disclaimer

17.1 Each function of the Service is provided "As Is". Serverworks gives no warranty or guaranty to Users whatsoever, including, without limitation, a suitability of the Service to a specific purpose of Users, the Service having expected functions, the Service realizing expected results, no defects, no interruption or use results. Moreover, Serverworks may change contents or specifications, or suspend or cease provision, of the Service without giving prior notice to Users.

17.2 Serverworks has no liability, whatsoever regardless of its cause, for any loss, damage or the like occurred to User's or any third party's program or data in association with the use of the Service.

18. LIMITATION OF LIABILITIES; DISCLAIMERS

UNDER NO CIRCUMSTANCES SHALL SERVERWORKS BE LIABLE TO USERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SERVERWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION. SERVERWORKS' LIABILITY TO USERS IN CONNECTION WITH THE SERVICE OR THE TERMS SHALL BE LIMITED TO DIRECT DAMAGE ACTUALLY OCCURRED TO USERS DUE TO ANY CAUSE ATTRIBUTABLE TO SERVERWORKS AND, IN ANY EVENT, SERVERWORKS' ACCUMULATE LIABILITIES TO USERS SHALL NOT EXEED THE TOTAL AMOUNT OF SERVICE FEES FOR PAST TWELVE (12) MONTH PERIOD WHICH HAS BEEN ACTUALLY PAID BY THE USER FOR THE SERVICE BY THE MONTH IMMEDIATELY PRECEEDING THE OCCURRENCE OF THE CUASE OF RELEVANT DAMAGES (OR IF LESS THA 12 MONTHS, THE SERVICE FEES PAID BY THE USER FOR SUCH SHORTER PERIOD). FUTHER, SERVERWORKS SHALL NOT BE LIABLE TO USERS FOR DAMAGES ARISING FROM ANY CAUSE THAT IS NOT ATTRIBUTABLE TO SERVERWORKS.

19. Confidentiality

Users shall keep confidentiality of non-public information disclosed by Serverworks to Users in connection with the Service by requesting confidential treatment, unless prior written approval is given by Serverworks.

20. Handling of Personal Information

20.1 Serverworks's handling of personal information shall be subject to Serverworks's Privacy Policy (https://www.serverworks.co.jp/corporate/privacy-policy.html ), and Users will consent to Serverworks's handling of personal information of Users pursuant to such Privacy Policy.

20.2 Purpose of acquisition and use of personal information related to the provision of the Service shall be as follows:

  1. When a User starts the use of the Service, Serverworks asks the User to provide personal information, such as User name and e-mail address. Personal information Serverworks acquires is limited to the one necessary for the provision of the Service.
  2. Serverworks will use personal information it acquired for following purposes:
    1. When showing registered information, such as name, e-mail address, company name a User is working for and telephone number, for Users to browse or modify their own registered information;
    2. When using contact information, such as e-mail address, for communication related to the use of the Service to Users or giving notification related to cloud computing in general to Users;
    3. When displaying registered information on information entry screen for User convenience when a User entering data, or when forwarding information to another service based on an instruction of a User;
    4. When using information, such as use form and name, to identify individual in order to suspend or stop use by a User breaching these Terms or having an intention to utilize a service for a fraudulent or unjust purpose; and
    5. When using contact information together with User inquiry in order to respond to User inquiry.
    6. When improving our solution to offer better user experience using our service.

21. History/Identification Information

21.1 "History/Identification Information" means information other than personal information, including ,without limitation, the services and functions used by a User, history on operating AWS Server, usage hours, use method, usage environment, age, occupation, User's IP address, cookie information, reference origin URL and AWS Account Information.

21.2 Serverworks acquires History/Identification Information when Users utilizing the Service.

21.3 Serverworks uses History/Identification Information for following purposes:

  1. When researching the usage status of the Service or AWS Servers and consider possible addition and/or enhancement of functions of the Service or user interface, in order to provide the best service to Users;
  2. When confirming if an access is from the same User for a service requiring login;
  3. When urging reentry of login ID and password to Users who has been in login status for more than the predetermined period in order to ensure the security of Users;
  4. When surveying number of users of, or number of steering to, Serverworks or the partner site for which Serverworks distributes advertisements (hereinafter referred to as the "Partner");
  5. When Serverworks or the Partners distributing or providing notification of most appropriate contents, advertisements or notice of various services to customers;
  6. When conducting analysis, extraction or the like for an enhancement or an improvement of service or advertisement provided by Serverworks or the Partners, or for planning new services; and
  7. When analyzing what types of advertisement, information or service are effective if provided by the Partners.
  8. 22. Collection of Statistical Information

    Upon provision of the Service, Serverworks may acquire statistical information of AWS Servers operated by Users. Serverworks may, at its discretion, use and publish such statistical information in a form from which an individual cannot be identified.

    23. Severability

    If any provision or any part thereof is held invalid or unenforceable in accordance with applicable laws or ordinances, remaining provisions of these Terms and remaining part of the provision a part of which is held invalid or unenforceable shall remain fully effective, and Serverworks and Users shall make efforts to amend such provision or part held invalid or unenforceable to the extent necessary for making them legal and enforceable, to maintain the purpose, and the same legal and economic effect, of such provision or part.