Metaps Inc. (hereinafter “Metaps”) and the User hereby agree that the following terms apply to the use by the User of the Analytics Service provided by Metaps (hereinafter “the Service”), and enter into the following contract (hereinafter “the Agreement”), provided, however, that in the event that Metaps and the User enter into the written agreement separately, such agreement shall prevail.
1. Metaps shall provide the Service to the User for the purpose of analysis of application utilization status, etc., which the User shall use in compliance with the Agreement.
2. The User agrees to all conditions provided for in the Agreement, as well as all applicable terms and directions presented by Metaps to the User. Such applicable terms and directions shall constitute a part of the Agreement.
In The Agreement, the following terminology and expressions shall have the meanings defined as follows, unless the context requires otherwise.
(1) The Application
An application designated by Metaps, which is provided by the User, and in which the SDK is included .
(2) Confidential Information
All information reasonably regarded as confidential given the conditions of disclosure, disclosed in writing, orally or by other means from one of the Parties (the Disclosing Party) to the other (the Recieving Party), including the following information:
(i) Statistics reported by Metaps regarding the status of utilization for the Application.
(ii) Information related to the Service provided by Metaps and related services, as well as all data, information and software obtained through such services (including data on utilization status for the Application and data arising from such data).
(iii) Original proprietary information possessed by Metaps and shared under the Agreement, including information on technologies, processes, know-how, etc.
(iv) All other undisclosed information.
(3) Party
One or both Parties entering into the Agreement.
(4) SDK
The software development kit etc. provided by Metaps to the User.
(5) End user
An individual who clicks on the Application, downloads it and/or installs it.
(6) End-user data
All data and information related to the end user acquired through the Application.
(7) The Website
The website with the address “https://analytics.metaps.com”.
1. Metaps shall issue an account and password to the User for use of the Service.
2. The User shall not, under any circumstances, be permitted to transfer or lend the account to a third party.
3. The User shall make efforts to prevent improper use of the account and password while exercising strict control under its own responsibility. Metaps shall bear no responsibility whatsoever regarding damages to the User arising from use of the account and/or password by a third party.
4. Limited Metaps employees and contractors may, under some circumstances, log into the Service through the User’s account as necessary to operate the Service. Metaps shall enter into an insider trading policy agreement and nondisclosure agreement with such limited employees and contractors in order to protect data and account information related to the User.
1. The User agrees to the acquisition by Metaps of End-user data as a result of the use of the SDK with the Application, and of all other data generated in connection with the Agreement. Metaps shall use such information to provide the Service to the User.
2. Metaps shall delete the User’s account information and/or related account information if the User so requests. In the case that an account is deleted, Metaps shall promptly cease gathering End-user data.
Regarding analytical results of sales and distribution, as well as analytical results of the tracking or computation of any other related numerical values in related to advertising services, the User consents and agrees that Metaps shall perform calculations based on its own original standards. Metaps shall provide the User with regularly acquired information including daily installation count and other such statistical data. The User shall be enabled to access such reports by logging into an online account at the Metaps Website.
1.Metaps owns and keeps all intellectual property rights and any other rights pertaining to information arising from the results of analysis of End-user data between the Parties, and to any other data generated by Metaps in connection with the Agreement, and to the SDK.
2. The User may use the data specified in the previous paragraph and the SDK on a nonexclusive basis, in the same condition in which they were provided by Metaps, without any alteration or revision, and solely for the purpose of receiving the Service as provided.
3. The User shall not, without the written consent of Metaps, duplicate, alter, analyze, decompile or conduct reverse engineering, etc., on the SDK. In using the SDK, the User shall not effect direct connections or settings that circumvent the advertising service provided by Metaps, or that otherwise disable its tracking or observation functions.
4. In the event that the Agreement is canceled, the User shall return to Metaps or destroy all duplicates of the SDK and manuals, as well as other related documentation, materials or data, etc., provided by Metaps to the User.
5. The User may not obstruct tracking, the Service or related services performed by Metaps.
6. The User agrees to the use by Metaps of the User’s name and logo identifying it as a user of the Service in all publicity, advertising or other market activity. Metaps will not use the name or logo of the User in any manner that has a negative influence on the User’s reputation.
Under any of the circumstances listed below, or when reasonably deemed necessary, Metaps reserves the right to access, confirm, protect, and disclose any information among that pertaining to the Service:
(1) In the event that such action is necessitated by compliance with any law, regulation, legal procedure or government request;
(2) In the course of performance of the Agreement or investigation of a potential violation of the Agreement;
(3) Circumstances involving the discovery of, prevention of, or response to impropriety, or involving technical problems;
(4) In the course of providing user support or responding to user requests;
(5) In the event that such action is necessary for safety or to protect the ownership rights or other rights of Metaps, the End user or third parties.
However, in cases in which the User’s confidential information is included, the provisions of Section 14 shall take precedence over those of this section.
1. Metaps shall treat all privacy and data including personal information under strict compliance with applicable laws concerning the protection of privacy and data. The User shall confirm the privacy protection policy pertaining to the Service for End users, which is published at “https://analytics.metaps.com/privacy (‘Analytics Privacy Protection Policy’)” (hereinafter “Analytics Privacy Policy”). The Analytics Privacy Policy is subject to change and correction without notice. In order to acquire End-user data through SDK with the Service, the User shall adapt the User’s own privacy policies in keeping with the Analytics Privacy Policy. The User shall also make efforts to mention that the Metaps SDK is in use, and to include links to the Analytics Privacy Policy within the User’s own privacy policy.
1. In using the Service, the User agrees to comply with all applicable laws, regulations and provisions.
2. Metaps reserves the right to investigate the use of the service by the User for the purpose of determining strict compliance with applicable law, regulation, legal procedure or government request, but shall not be obligated to do so.
1. Each of the Parties hereby represents and warrants the following to the other Party:
(1) It retains the full rights, capacity and authority in order to enter into the Agreement.
(2) All permits, authorizations, approvals and agreements necessary for compliance with all laws, regulations and terms applicable in order to enter into the Agreement and perform obligations pursuant thereto are obtained and maintained throughout the term of the Agreement.
2.The User hereby represents and warrants the following to Metaps:
(1)The User, in the case that it is organized as a company or incorporated body, obtains all approvals necessary to enter into the Agreement and for all transactions which are its purpose. The performance of the conditions of the Agreement by the User does not or will not violate any laws, legal ordinances or codes, or legally binding covenants or contracts.
(2) The User performs all the obligations of any legally binding covenant or contract which entails severe consequences could be expected to result.
(3) The Application includes no content whatsoever which could be expected to infringe upon intellectual property rights, trade secrets, human rights, privacy rights, right of publicity, or upon the rights of third parties including property rights.
(4) The Application includes no viruses, Trojan horses, trapdoors, backdoors, Easter eggs (hidden functions), worms, time bombs, cancelbots or other program routines that could
damage or impede other services, or intercept system data or personal information.
(5) The Application includes no content contrary to public order and standards of decency, and does not violate any applicable laws, regulations or provisions.
(6) The User does not fall under the category of groups detrimental to civil society, including boryokudan (organized crime groups), boryokudan kouseiin/jun-kouseiin (members/quasi- members of boryokudan), boryokudan kanren kigyou (organized crime-related companies), soukaiya (corporate racketeering groups), shakai undou hyoubougoro (racketeering groups disguised as social protest movements), seiji katsudou hyoubougoro (racketeering groups disguised as political activists), tokushu chinou boryokudan (racketeering groups that use specialized expertise or information for illicit purposes), or any other such groups.
Each of the Parties indemnifies and hold harmless the other Party against all claims, loss, damages, taxes, reasonable attorney’s fees and litigation costs arising from breach of warranty by either of the Parties. And each Party agrees not to cause the other Party to suffer damages. The indemnitee Party shall (i) provide notification to the indemnitor Party promptly and in writing of any legal actions or claims that occur, (ii) provide information to the indemnitor Party on the legal defense in the relevant legal action or claim, or the persons responsible for arbitration, and (iii) provide appropriate and sufficient information and reasonable support to the indemnitor Party to defend against such legal actions or claims, or to reach arbitration resolution. The indemnitee Party agrees not to engage in resolution of any claim without prior consent of the indemnitor Party, and such consent shall not be improperly withheld or delayed.
1. Unless expressly stipulated in the Agreement, Metaps and its subsidiary and affiliate companies, corporate officers, board members, representatives, joint venture companies, employees and suppliers (hereinafter collectively referred to as “Metaps, etc.”) are explicitly exempted from warranty of any kind including that relating to the Service, to the advertising services provided by Metaps and to any other service, regardless of whether express, implied, legal or customary, or associated with transaction process or business custom. Metaps does not warrant that rights are not being infringed, marchantability, or fitness for particular purposes, nor that the Service is uninterrupted or free of errors.
2. The Service is provided “as is” without warranty of any kind by Metaps. Metaps does not fully warrant perpetual, stable, error-free or secure access to either the Website or the Service, which is subject to temporary suspension due to maintenance, upgrades and numerous external factors beyond Metaps’ reasonable control. Metaps does not warrant the results of use of the
Service, and the User bears full responsibility for all such risks.
3. The user approves and agrees that the SDK is to be downloaded and used at the User’s own discretion and risk, and that the User bears sole responsibility for damage to computer systems and/or to the Application, and for loss of data due to the use of the Metaps SDK or other software provided by Metaps.
Metaps etc. shall not, under any circumstances, bear responsibility for (i) costs of the purchase of replacement products or services, or the loss of profits, data or business, (ii) indirect, incidental, consequential or punitive damages, or (iii) loss of credibility or damages arising in connection with the access or use of the Metaps Website or the Service. All responsibilities of Metaps etc. to the User and third parties, whether in contract, tort, or otherwise, and whether resulting from willful intent or negligence, shall be limited to direct and actual damages.
1. Each of the Parties shall maintain confidentiality, and neither of the Parties shall disclose Confidential Information pertaining to the other Party to any third party for any purpose, except in cases of performance of the obligations or exercise of the rights of the Agreement, or otherwise stipulated in the Agreement.
However, this condition shall not apply to the following information:
(1) Information for which publication or disclosure to a third party has been authorized by prior written agreement by the Disclosing Party;
(2) Information in prior possession of the Receiving Party at the time it was received from the Disclosing Party;
(3) Information which, after receipt by the Receiving Party from the Disclosing Party, becomes public knowledge due to causes other than negligence by the Receiving Party;
(4) Information disclosed to a third party by the Disclosing Party without imposition of a confidentiality obligation;
(5) Information developed independently by the Receiving Party without the use of Confidential Information of the Disclosing Party, and without violation of the Agreement;
(6) Information required to be disclosed by request of a government body or by law, on condition that the Receiving Party notifies the Disclosing Party of the relevant request in writing prior to disclosure, and discuss the method of disclosure with the Disclosing Party.
2. All End-user data shall be regarded as the confidential information of the User. The User shall confer upon Metaps the right to use End-user data for the purpose of (i) performance of the Service or (ii) provision of advertising services provided separately by Metaps to the User as User requests. Metaps agrees not to disclose any End-user data or to use such data, unless stipulated in the Agreement.
3. All confidential information shall be subject to the sole, exclusive right of use possessed by the Party subject to disclosure.
1. The Agreement becomes valid on the day of execution of the Agreement, and remains valid for a term of one year. However, if neither Metaps nor the User notifies the other Party, prior to one month before the expiry date, of intent to terminate the Agreement, it shall be renewed for a period of one year thereafter, and the same condition shall apply subsequently.
2. If the Agreement terminates for any reason whatsoever, the provisions of Section 3, Paragraph 3; Section 6, Paragraphs 1, 3 and 4; Sections 11 through 14; this Section and Paragraph; Section 16, Paragraph 4; and Section 17 shall remain in force.
1. When any of the following circumstances arise, either of the Parties may terminate the Agreement on those grounds without notification to the other Party by any means:
(1) In the event that one Party violates the terms of the Agreement, and does not cure the breach within a reasonable period of time designated in a written notice;
(2) In the event that a note or check is dishonored;
(3) In the event of an application for bankruptcy, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation, or the initiation of such proceedings;
(4) In the event of initiation of provisional seizure, provisional disposal, seizure, or attachment or auction proceedings for tax delinquency;
(5) In the event of cessation or elimination of business, or a decision to transfer, alter, dissolve or merge business operations;
(6) In the event of corporate acquisition of one of the Parties by a third party, or of a change in principal stockholders;
(7) In the event of other marked deterioration in status of assets, or the ascertainment of reasonable grounds for anticipation of such deterioration.
2.Metaps may terminate the Agreement at any time by giving written notice to the User. The User may terminate the Agreement by giving written notice to Metaps 30 days in advance.
3.In the event that it is ascertained that the User falls under the category of groups detrimental to civil society as defined in Section 10, Paragraph 2, Item 6, or under any one of the circumstances listed below concerning the User, Metaps may immediately terminate the Agreement without notice:
(1) In the event that it is ascertained that a group detrimental to civil society is managing or materially contributing to the business;
(2) In the event that improper employment of groups detrimental to civil society is ascertained, for such purposes as illicit profit either by the User or a third party, or in order to cause harm to a third party;
(3) In the event that it is ascertained that funds, etc., have been provided to a group detrimental to civil society, or that other such contributions have been made such as the sharing of conveniences;
(4) In the event of violent demands, made either by the User or through a third party, or improper demands that exceed legal liability, or the utterance of threatening statements or acts of violence, etc.;
(5) In the event of circumstances equivalent to those listed above.
4. In the event that the Agreement is terminated based on the previous paragraph, Metaps may seek compensation for damages arising from the termination of the Agreement.
1. The User may not transmit, transfer or assign the Agreement or any of the rights or obligations under the Agreement to any third party (including by, but not limited to, means such as mergers or the transfer in whole or in part of the User’s company stock or assets) without the prior written consent by Metaps.
2. Both Metaps and the User are independent contractors, and shall not be considered agents, representatives or partners of others.
3. The Agreement establishes the entire Agreement between Metaps and the User, and takes precedence over any prior terms (written and/or oral) of agreement related to the Agreement.
4. The governing law of the Agreement is Japanese law and shall be interpreted in keeping with Japanese law. Both of the Parties must resolve any dispute, controversy or claim related to the Agreement through consultation. In the event that no resolution is reached after 30 days have passed from the beginning of consultation, the Parties agree that the Tokyo District Court shall have exclusive jurisdiction by consent as the court of first instance.
5. The exemption of a violation of or failure to perform the Agreement shall not be interpreted as exempting any subsequent violation or failure to perform, and shall not alter or nullify the rights of the exempting Party.
6. In the event that, in accordance with applicable law, execution of any of the terms of the Agreement is found to be invalid, illegal or impracticable, the relevant terms may be deleted and replaced with new terms that most effectively reflect the original intent, and this shall have no influence whatsoever on the validity of the other terms of the Agreement.