NOTE : These au Open Device Developer Site Membership Terms and Conditions (hereinafter the “Terms and Conditions”) and all agreements thereunder will be executed in the Japanese language. The English translation of the Japanese original below is provided for convenience only, and shall not be interpreted to be binding upon you or KDDI or otherwise affect the construction of the provisions of the Terms and Conditions.
In accordance to the Terms and Conditions, KDDI CORPORATION (hereinafter “KDDI”) will provide you with the services (hereinafter the “Services”), enabling you to browse and register information necessary for technical tests regarding connectivity between any open device embedded with a cellular module and KDDI’s telecommunication facilities (hereinafter the “Connectivity Verification”). You must read and agree to the Terms and Conditions before using the Services.
- Article 1 (Applicability)
- The Terms and Conditions shall govern any of use of the Services by the Member (as defined in the third paragraph of Article 2).
- Any other terms which may be set forth by KDDI regarding the Services (hereinafter the “Additional Terms”), including, but not limited to, the terms posted on the website related to the Services, whether for Members only or not, (hereinafter the “Website”) will become a part of the Terms and Conditions.
- The Terms and Conditions will be amended from time to time as needed. In such a case, the Services shall be governed by the amended Terms and Conditions. The amended Terms and Conditions shall become effective immediately upon posting on the Website.
- Article 2 (Registration)
- Any person wishing to use the Services (hereinafter the “Applicant”) shall apply to KDDI for registration to use the Services by agreeing to comply with the Terms and Conditions and providing KDDI with certain information as specified by KDDI (hereinafter “Registration Information”).
- KDDI will decide whether to register the Applicant who made an application pursuant to the first paragraph of this Article 2. KDDI will notify the Applicant of its approval if it decides to do so.
- When an application is approved pursuant to the second paragraph of this Article 2, an agreement relating to use of the Services between KDDI and the Applicant (hereinafter the “Services Agreement”) will become effective. Hereinafter, such Applicant shall be defined as the “Member”.
- Article 3 (Change in Registration Information)
The Member shall promptly notify KDDI of any change in the Registration Information in accordance with such manner as prescribed by KDDI.
- Article 4 (Account Information Management)
- KDDI will assign the Member a user ID and password (hereinafter collectively the “Account Information”) pursuant to the Registration Information. The Member will need to login to the Website for Members by using the Account Information.
- The Member shall be responsible for keeping and maintaining its Account Information in a duly careful manner.
- Any login attempt by using the Account Information of a certain Member in accordance with such manner as may be prescribed by KDDI shall be deemed as done by that Member.
- KDDI shall not be liable for any damages or losses arising out of (i) the Member’s inappropriate management or misuse of Account Information, including, but not limited to, allowing a third party to use the Account Information or (ii) any other reason not attributable to KDDI.
- Article 5 (Confidentiality Obligations)
- The Member shall hold any technical or business information or other information received from KDDI (hereinafter collectively “Confidential Information”) in strict confidence using reasonable care.
- The Member shall use Confidential Information only for the purpose of correspondence and discussions concerning Connectivity Verification (hereinafter the “Discussions”).
- The Member shall restrict disclosure of Confidential Information only to its and its Affiliate’s directors, officers and employees who have a strict need to know, provided that the Member shall, prior to disclosure of such Confidential Information, by way of contract, instruction or any other means, impose on them the confidentiality obligations substantially equal to, but not less restrictive than, those set forth in this Article 5, and shall not disclose such Confidential Information to any other persons without prior written approval of KDDI. The Member shall be liable for any improper disclosure or use of Confidential Information made by its or its Affiliate’s directors, officers and employees. In this paragraph, an “Affiliate” of the Member shall mean a company controlled by the Member by ownership of one hundred percent (100%) of the outstanding voting shares thereof.
- Notwithstanding the third paragraph of this Article 5, the Member may disclose Confidential Information to a court or other governmental body (hereinafter collectively “Authority”) in response to a valid order of the Authority, but only to the extent of such order. The Member shall, at the time of such disclosure, inform the Authority of the confidentiality of the Confidential Information and shall, as soon as possible after receiving the order, notify KDDI of the order.
- Article 6 (Reproduction of Confidential Information)
- The Member may copy or reproduce Confidential Information only to the extent approved in writing by KDDI in advance.
- Any copy or reproduction made by the Member in accordance with the first paragraph of this Article 6 shall be treated as Confidential Information.
- Article 7 (Exceptions)
The obligations of the Member specified in Articles 5 and 6 above shall not apply to any information which the Member can demonstrate:
- (1) is or has become generally available to the public without any cause attributable to the Member;
- (2) is independently developed by the Member without the use of Confidential Information; or
- (3) is rightfully received from a third party without any confidentiality obligations.
- Article 8 (Right of Confidential Information and Return of Confidential Information)
- Any disclosure of Confidential Information to the Member by KDDI shall not constitute transferring its rights and/or granting license. All Confidential Information shall remain the sole property of KDDI.
The Member shall return to KDDI or, subject to approval of KDDI, destroy all materials containing any such Confidential Information (including all copies and reproductions thereof) under its possession or control immediately upon:
- (1) request of KDDI,
- (2) the Member’s determination that it no longer has a need for such Confidential Information or
- (3) termination of the Services Agreement.
- Article 9 (Ownership of Rights)
In the case the Member wishes to acquire new patent rights and all other intellectual property rights by using Confidential Information, the Member shall consult KDDI regarding the ownership of such rights.
- Article 10 (Treatment of Member’s Information)
The Member agrees and acknowledges that KDDI may use the Member’s information collected from or related to the Services (including, but not restricted to, the Registration Information) in order to provide, operate and maintain the Services (including, but not limited to, offering advertisement), and to use for the Discussions.
- Article 11 (Termination)
- KDDI or the Member may terminate the Services Agreement by giving a thirty (30) days prior written notice to the other.
- Notwithstanding the first paragraph of this Article 11, confidentiality obligations under the Terms and Conditions shall remain in effect for three (3) years after the termination of the Services Agreement.
- Article 12 (Disclaimer)
- KDDI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY OF ACCURACY, INTEGRITY, RECENCY, LEGITIMACY AND MORALITY.
- KDDI shall not be liable for any damages, losses or expenses (including attorney’s fee) arising out of or in connection with use of the Services or any other actions by the Member.
- KDDI shall be entitled to at any time modify, suspend, or terminate all or part of the Services without notice to the Member. KDDI shall not be liable for any damages, losses or expenses incurred by the Member arising out of or in connection with such modification, suspension, or termination.
- Article 13 (Assignment)
Without prior written approval by KDDI, the Member shall not assign, transfer or offer as collateral to any third party all or part of the rights and obligations under or relating to the Services Agreement.
- Article 14 (Damages)
The Member shall be responsible for any damage incurred by KDDI which is caused by the Member related to the Services or breach of the Services Agreement.
- Article 15 (Governing Law and Jurisdiction)
- The Terms and Conditions shall be governed by and construed in accordance with the laws of Japan.
- All disputes arising out or in connection with the Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tokyo District Court.