WEBSITE TERMS OF USE  —  Tokyo Century (USA) Inc.

Effective date: November 1, 2016

INTRODUCTION

Tokyo Century (USA) Inc. (“TCUSA” or “we” or “us”) operates this internet website (this “Site”) to provide online access to information about us and the services (“Services”) we provide. By accessing and using this Site, the user (“you”; related references: “your”, etc.) agree to each of the terms and conditions set forth herein (“Terms of Use”). If you do not agree to be legally bound by the Terms of Use, you should exit this Site immediately. Additional terms and conditions applicable to specific areas of this Site or to particular content or transactions may also be posted in particular areas of the Site and, together with these Terms of Use, govern your use of the information contained in those areas. These Terms of Use, together with applicable additional terms and conditions, are referred to as this “Agreement.”  TCUSA reserves the right to amend this Agreement at any time and will provide notice of any such changes by posting the revised Agreement on the Site. You should check this Agreement periodically for changes. All changes shall be effective upon posting. Your continued use of the Site after any change to this Agreement constitutes your assent to be bound by this Agreement as so modified. We may terminate, suspend, change, or restrict access to all or any part of this Site without notice or liability.

LICENSE AND OWNERSHIP

All content (“Content”) (including any intellectual property [“Intellectual Property”]) shown on this Site is the sole property of TCUSA, its affiliates or third parties. Some or all of the Content may be protected by copyright and other laws in the United States and other countries. Some elements of the Site may be protected by applicable trademark, service mark, trade dress, and other laws, and none of them may be copied or imitated in whole or in part. Marks belonging to third parties are used under license or other agreement, and may not be used or interfered with in any manner without the express written consent of TCUSA or the owner of the mark. Except as otherwise expressly authorized by these Terms of Use, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Site in any way without TCUSA’s or the appropriate third party’s prior written permission. Except as expressly provided herein, TCUSA does not grant to you any express or implied rights to TCUSA’s or any third party’s Intellectual Property.

TCUSA grants you a limited, personal, nontransferable, non-sublicensable, revocable license to (a) access and use the Site and Content only in the manner presented by TCUSA, and (b) access and use the TCUSA computer and network services offered within the Site (“TCUSA Systems”) only in the manner expressly permitted by TCUSA. Except for this limited license, TCUSA does not convey any interest in or to the TCUSA Systems, information or data available via the TCUSA Systems (the “Information”), Content, Services, Site or any other TCUSA property by permitting you to access the Site.  Except to the extent required by law or as expressly provided herein, none of the Content and/or Information found or accessed via the Site may be reverse engineered, modified, reproduced, republished, translated into any language or computer language, retransmitted in any form or by any means, resold or redistributed without the prior written consent of TCUSA. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the Content or the Information in any manner, absent express written authorization from TCUSA.

RESTRICTIONS ON THE USE OF THE SITE

In addition to other restrictions set forth in these Terms of Use, you agree that:

(a) You shall not disguise the origin of Information transmitted through the Site.

(b) You will not place or attempt to place false or misleading Information on the Site.

(c) You will not use or access any service, Information, application or software available via the Site in a manner not expressly permitted by TCUSA in these Terms.

(d) You will not input or upload (or attempt same) to the Site any Information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Site or that infringes the Intellectual Property rights of another.

(e) You may not use or access the Site in any way that adversely affects the performance or function of the Site or interferes with the ability of authorized parties to access the TCUSA Systems, Services or the Site.

DOWNLOADING FILES

Any software available for download via the Site is the copyrighted work of TCUSA and/or its licensors. Use of such software is governed by the terms of the end user license agreement that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates your acceptance of the terms of the end user license agreement and all risks attendant to such action. TCUSA cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

CASE STUDIES

The Site may contain “case studies” describing scenarios where TCUSA customers benefitted from TCUSA’s services and expertise.  Because no two customers are alike, these case studies should only serve as examples of other customers’ experiences, and thus may differ from your experience.

COPYRIGHT COMPLAINTS

If you believe, in good faith, that any materials on the Site infringe your copyrights, notifications of claimed copyright infringement should be sent, in accordance with Title 17, United States Code, Section 512(c)(2) (or any successor provision) to TCUSA’s designated agent indicated herein.

TCUSA’s designated agent for notification of claimed copyright infringement is:

Tokyo Century (USA) Inc.

Attention: General Counsel
2500 Westchester Ave Suite 310
Purchase, New York 10577.

NO WARRANTY

TCUSA MAKES NO REPRESENTATION OR WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USING THIS SITE, TCUSA SYSTEMS, SERVICES, OR CONTENT.  THE USE OF SAME IS AT YOUR OWN RISK. THE SITE, SERVICES AND CONTENT ARE PROVIDED ON AN “AS-IS” BASIS.  TCUSA AND ITS LICENSORS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.  TCUSA AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE SITE.  NO INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY TCUSA IN THESE TERMS OF USE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, HOWEVER, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION ARE INTENDED TO APPLY TO THE FULLEST EXTENT POSSIBLE.  TCUSA SERVES THE COMMERCIAL MARKETPLACE AND DOES NOT PROVIDE SERVICES TO CONSUMERS.  YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

LIMITATION OF LIABILITY

SHOULD TCUSA BE FOUND LIABLE TO DAMAGES IN CONNECTION WITH THE MATTERS DISCUSSED IN THIS AGREEMENT THEN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TCUSA SHALL BE RESPONSIBLE FOR ACTUAL DAMAGES ONLY.  IN NO EVENT SHALL TCUSA, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, TCUSA SYSTEMS, INFORMATION, SERVICES OR CONTENT WHETHER BASED ON THEORIES OF BREACH OF WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TCUSA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS AGREEMENT.

SUBMISSIONS TO THE SITE

Any and all submissions communicated to TCUSA through this Site (collectively, “Submissions”) will be deemed to be and shall remain the property of TCUSA, and TCUSA is entitled to use any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. Nothing herein contained shall be construed as limiting TCUSA’s responsibilities and obligations under such Privacy Policy as it may adopt and modify from time to time.

INDEMNIFICATION

You agree to indemnify and hold harmless TCUSA from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by TCUSA in connection with any claim by a third party (including any intellectual property claim) arising out of (i) Submissions that you communicate, submit, post to or transmit through the Site, or (ii) your use of the Site in violation of this Agreement or in violation of any applicable law. You further agree that you will cooperate as reasonably required in the defense of any such claims. TCUSA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of TCUSA. You further agree to indemnify and hold harmless TCUSA from any claim arising from a third party’s use of Information or materials of any kind that you post on the Site.

LINKS TO THIRD PARTY SITES

THIS SITE MAY CONTAIN LINKS TO SITES CONTROLLED, OWNED, AND OPERATED BY THIRD PARTIES (“THIRD PARTY SITES”). TCUSA CANNOT CONTROL AND HAS NO RESPONSIBILITY FOR THE ACCURACY OR AVAILABILITY OF INFORMATION PROVIDED ON THIRD PARTY SITES. YOU ACKNOWLEDGE THAT USE OF ANY THIRD PARTY WEBSITES IS GOVERNED BY THE TERMS OF USE FOR THOSE WEBSITES, AND NOT BY THIS AGREEMENT. LINKS TO THIRD PARTY SITES DO NOT CONSTITUTE AN ENDORSEMENT BY TCUSA OF SUCH WEBSITES OR THE CONTENT, PRODUCTS, ADVERTISING OR OTHER MATERIALS PRESENTED ON SUCH WEBSITES, BUT ARE FOR YOUR CONVENIENCE ONLY, AND YOU ACCESS THEM AT YOUR OWN RISK. TCUSA IS NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD PARTY WEBSITES, NOR DOES TCUSA MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONTENT (OR THE ACCURACY OF SUCH CONTENT) ON ANY THIRD PARTY WEBSITES, AND TCUSA SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR ANY FAILURE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED AT SUCH WEBSITES OR OTHERWISE.

USE OF PERSONALLY IDENTIFIABLE INFORMATION

Please review our most current Privacy Policy, which also governs your visit.

USER CONDUCT

You agree to use this Site only for lawful purposes. You are prohibited from any use of the Site, including the Content, Services, TCUSA Systems, which would constitute an illegal act, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation.  TCUSA makes no claims concerning whether the Content may be downloaded or is appropriate for use outside of the United States. If you access this Site from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

TERMINATION

You agree that TCUSA, in its sole discretion, may terminate or suspend the use of this Site, TCUSA Systems, Services, and Content in any manner that it sees fit, at any time, and for any or no reason in its sole discretion, even if access and use continues to be allowed to others.  Upon such suspension or termination, you must immediately (a) discontinue use of the Site, and (b) destroy any copies you have made of any portion of the Site, or Content.  Accessing the Site, TCUSA Systems or Services after such termination, suspension or discontinuation shall constitute an act of trespass.  Further, you agree that TCUSA shall not be liable to you or any third party for any termination or suspension of your access to the Site, TCUSA Systems and/or the Services.

GENERAL PROVISIONS

Failure by TCUSA at any time to enforce one or more provisions of this Agreement shall not be deemed to be a waiver thereof. THIS AGREEMENT AND ALL OTHER ASPECTS OF YOUR USE OF THE SITE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, (AND WITH THE EXCEPTION OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. All claims and disputes arising out of this Agreement or your use of the Site, other than actions for specific performance or injunctive relief brought by TCUSA, shall be exclusively brought in the federal, state, or local courts located in Westchester County, State of New York, and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. Any cause of action you may have with respect to the Content, Services, TCUSA Systems, Information, this Site or this Agreement must be commenced within one (1) year after the date on which the claim or cause of action arose, or be forever barred. No judicial finding that any provision of this Agreement is invalid or unenforceable shall be deemed to invalidate the remaining provisions hereof (or the offending provisions hereof in non-offending situations) which shall remain enforceable and enforced to the fullest extent possible. This Agreement will be binding on, inure to the benefit of, and be enforceable against you and your successors and assigns. No course of conduct or course of dealing between the parties nor any trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved.

CONTACT US:

If you have questions regarding this Agreement, you may contact us at:

Tokyo Century (USA) Inc.

Attention: General Counsel
2500 Westchester Ave Suite 310
Purchase, New York 10577.