Term of Serive

Terms of Use

These terms of use ("Terms") set out a binding legal agreement between you ("you") and VELDT, Inc. of 4-24-9-703, Kamiuma, Setakagya-ku, Tokyo, Japan ("VELDT", "us" or "we") relating to the VELDT LIFE ASSIST mobile application (and any improvements, modifications, enhancements, fixes, update, upgrades, and future versions thereto which are provided by VELDT) (the "Software") and the services provided by VELDT through the Software (the "Services").

To benefit from the Software and Services, you must own or be in possession of a VELDT SERENDIPITY - a watch-type product providing connectivity to a mobile phone or similar device which VELDT has released or releases from time to time. If you do not own or are not in possession of a VELDT SERENDIPITY, you are not permitted to download or use the Software and Services and the Software and Services will not operate as intended.

We license use of the Software and the Services on the basis of these Terms. Please read these Terms carefully before using the Software and the Services: by using the Software and the Services, you are agreeing to be bound by these Terms.

1. ACCEPTANCE OF THE TERMS

In order to download and/or use the Software and Services you must first accept these Terms. These Terms are accepted by you (a) when you click to accept or agree to the Terms; or (b) when you download and/or use the Software and Services. These Terms remain effective from the date of acceptance until terminated by you or us in accordance with Article 6.

2. License

2.1 License

2.2 Subject to your compliance with these Terms, and your ownership or possession of a VELDT SERENDIPITY, you are granted a non-exclusive, non-sub licensable, non-assignable, royalty-free license to download, install and use the Software on your mobile phone and/or other permitted device for your personal purposes, and via your individual user account (“User Account”), only.

2.2 Restrictions

Except as expressly set out in these Terms or as permitted by any local law, you may not, and agree not to:

(a)sub-license, sell, assign, rent, lease, export, import, distribute or transfer or otherwise grant rights in the Software to any third party;

(b) undertake, cause, permit or authorise the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Software or any part or features thereof; and,

3. Use of The Software and Services

3.1 Equipment

In order to use the Software and the Services you will need a VELDT SERENDIPITY. At the registration of your User Account, the Software communicates with your VELDT SERENDIPITY, and verifies that the VELDT SERENDIPITY is genuine. If you do not have a VELDT SERENDIPITY, you will not be able to use the Software and the Services, and may not benefit from the licence granted in these Terms.

3.2 Updates to the Software

We may automatically check your version of the Software. We may also automatically download configuration changes and updates to the Software from time to time. You may be required to update the Software in order to continue using the Software. You agree to accept such updates subject to these Terms unless other terms accompany the updates. We are not obliged to make any updates available and do not guarantee that we will continue to support the version of the device for which you are licensed to use the Software, or that updated Software will be compatible for use with end users running older versions of the Software.

3.3 Suspension, technical improvement and maintenance

From time to time, we may need to perform maintenance on or upgrade the Software or the Services or the underlying infrastructure that enables you to use the Software or the Services. This may require us to temporarily suspend or limit your use of some or all of the Software or the Services until such time as this maintenance and/or upgrade can be completed. To the extent permitted by applicable law, we exclude all liability for any damages caused by such suspension or limitation of the use of any Software or Services.

3.4 Contents

The Software may access and collect information from you depending on your settings. You must ensure, and are responsible for ensuring, that all such information is legally acquired and that the access to and collection of such information does not infringe upon the rights of any third parties.

4. Your User Account

Prior to your first use of the Software and the Services, you will be asked to create a User Account and choose a user ID and password. We recommend that you choose a password that is hard to guess and consist of letters, numbers and symbols. To protect your User Account, you shall keep your password confidential and shall not share it with any third party or use it to access third party websites or services.

You shall be liable for, and we shall be entitled to rely upon as being undertaken by you or on your behalf, any use of or access to the Software and/or Services that is undertaken using your User Account user ID or password or other details.

As further discussed in section 6.2 below, we reserve the right to suspend or invalidate any User Account access details at any time and at our discretion without notice (including, without limitation, on any breach of these Terms or in circumstances where in our judgment such action will mitigate an identified risk or prevent the Software and/or Services being abused, manipulated or otherwise undermined).

5. Proprietary Rights

5.1 Copyright

The content and compilation of content included on the Software and the Services, such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of us, our affiliates or licensors and are protected by Japanese and international copyright laws. Such copyright protected content cannot be reproduced without our express permission.

5.2 Ownership of the Software and Services

We and/or our licensors retain exclusive ownership of the Software and the Services and all intellectual property therein (whether or not registered and anywhere in the world). You will not take any action to jeopardise, limit or interfere with our intellectual property rights in the Software and/or the Services.

5.3 Trademark

“VELDT”, and any associated trademarks and logos are our trademarks. We have registered and filed applications to register our trademarks in many countries worldwide. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that incorporates any of our intellectual property (in whole or part) or that is confusingly similar thereto.

6. Termination

6.1 Termination by you

You may terminate your relationship with us at any time by submitting your intention of withdrawal according to the procedure of the withdrawal in the Software.

6.2 Termination by us

Without affecting any other rights and remedies which we may have and without liability to you for any losses which may result, we may terminate our relationship with you, or may terminate or suspend your use of the Software, User Account(s), or Services, immediately and without notice, at any time if:

(a)in our sole opinion, you are in breach of any of these Terms;

(b) we reasonably suspect that you are using the Software and/or the Services to break the law or infringe third party rights; or

(c)we, at our sole discretion, decide to cease offering the Services.

6.3 Consequences of Termination

Upon termination of your relationship with us:

(a) all licenses and rights to use the Software and/or the Services shall immediately cease;

(b) you will immediately cease any and all use of the Software and/or the Services, and all activity authorised by these Terms; and

(c) you will immediately remove the Software from all hard drives, mobile phones, networks and other storage media and destroy all copies of the Software in your possession or under your control.

7. Exclusion of Warranties, Limitation of Liability and Indemnity

7.1 No warranties of accuracy of data

YOUR ACTIVITY DATA INCLUDING TOTAL CALORIES CONSUMPTION, ACTIVITY CALORIES CONSUMPTION, NUMBERS OF STEPS, SLEEPING HOURS, AND DATA REGARDING YOUR QUALITY OF SLEEP THAT ARE SHOWN ON THE SOFTWARE AND/OR THE SERVICES ARE CALCULATED BASED ON DATA MEASURED BY VELDT SERENDIPITY, WHICH MAY NOT BE ACCURATE AND MAY NOT REFLECT YOUR ACTUAL ACTIVITIES, SLEEPING HOURS OR QUALITY OF SLEEP. THESE DATA ARE PROVIDED FOR YOUR REFERENCE AND DO NOT CONSTITUTE A MEDICAL TEST RESULT, DIAGNOSIS OR ADVICE. YOU SHALL BE RESPONSIBLE FOR ANY ACTION YOU TAKE IN RELIANCE ON USING THE SOFTWARE AND THE SERVICES.

7.2 No warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” AND USED AT YOUR SOLE RISK WITH NO WARRANTIES WHATSOEVER. WE DO NOT MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS THAT THE SOFTWARE AND THE SERVICES WILL OPERATE PROPERLY AND EXPRESSLY DISCLAIM ALL SUCH WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF SATISFACTORY QUALITY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE SOFTWARE AND/OR THE SERVICES. YOU AND ONLY YOU WILL BE RESPONSIBLE FOR ALL REPAIRS TO THE SOFTWARE AND SERVICES AND THE VELDT SERENDIPITY ARISING FROM THE USE OF THE SOFTWARE AND SERVICES AND ANY OTHER LOSSES ACTUALLY OR ALLEGEDLY CAUSED BY THE SOFTWARE AND SERVICES.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTIONS' LAW IS APPLICABLE TO THESE TERMS, IN WHICH CASE VELDT’S WARRANTIES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

7.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WE SHALL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, ARISING OUT OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE).

OTHER THAN THE LOSSES SET OUT ABOVE (FOR WHICH WE ARE NOT LIABLE), OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO A SUM EQUAL TO JPY 5,000.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR:

(A) DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE;

(B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR

7.4 Indemnity

You agree to defend, indemnify, and hold harmless VELDT and its employees, agents, officers, and directors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including legal and other professional fees) that arise from or are related to: your use or misuse of the Software or Services, your violation of these Terms, your violation of any rights of a third party; or any other negligent or intentional misconduct by you. VELDT　may assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

8. Privacy Policy

VELDT LIFE ASSIST PRIVACY POLICY (http://sh.veldt.jp/sp/privacy) explains how we process any personal or other data we collect from you and protect your privacy when you use the Software and/or the Services. By using the Software and/or the Services, you consent to such processing and agree that we can use such data in accordance with our privacy policies.

9. No Export

You may not export any part of the Software or Services except in compliance with, and with all licenses and approvals required under, all applicable export laws, rules and regulations. In particular, but without limitation, the Software or Services not be exported or re‐exported (a) into any countries subject to an embargo by the United States or (b) to any person on the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List and Entity List published by the U.S. Department of Commerce.

10. Consent of Electronic Communications, Calls and Messages

You agree that we may contact you or provide you with any required notices, agreements, or other information concerning the Software or Services by e-mail or other electronic means. You also agree that we may deliver autodialed and/or prerecorded or service-related calls and messages (including text and voice messages) to the Software or Services to any telephone number that you provide to us, including your mobile telephone number.

11. Other Terms

11.1 We may modify these Terms or any additional terms that apply to use of the Software and/or the Service to, for example, reflect changes to the law or changes to use of the Software and/or the Services. You should look at these Terms regularly. We will post notice of modified additional terms in the Service. You understand and agree that your express acceptance of the Terms or your use of the Software and/or the Services after the date of publication shall constitute your agreement to the updated Terms. If you do not agree with amended Terms, you may terminate your relationship with us in accordance with Article 6 above.

11.2 If you do not comply with these terms, and we do not take action right away, this does not mean that we have waived any rights that we may have (such as taking action in the future).

11.3 You acknowledge that any breach or threatened breach of these Terms by you will result in irreparable harm for which damages would not be an adequate remedy for VELDT, and, therefore, in addition to our rights and remedies otherwise available at law, VELDT shall be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. If we seek any equitable remedies, we shall not be precluded or prevented from seeking remedies at law, nor shall we be deemed to have made an election of remedies. Every term in these Terms applies to the maximum extent permitted by law and unless restricted or prohibited by law. If any court or competent authority decides that a particular provision of these Terms is unlawful or unenforceable, the remaining terms will remain in full force and effect.

11.4 You may not assign these Terms or any right or obligations contained in them. We may without prior notice, assign these Terms or any rights or obligations contained in them to any third party.

11.5 The Terms will be governed by and construed in accordance with the laws of Japan. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the Courts of Tokyo, Japan.

12. Questions

The Software and Services are provided by VELDT. If you have any questions, comments or complaints regarding these Terms, the Software or Services, feel free to contact us at any time by emailing us at contact@veldt.jp or as provided below:

VELDT, Inc.
4-24-9-703, Kamiuma, Setakagya-ku, Tokyo Japan