NanoGW Cloud (Pilot Version) Terms of Service
Effective date: March 20, 2018
PLEASE READ THIS ENTIRE AGREEMENT AND
INDICATE WHETHER YOU AGREE TO ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS,
YOU WILL NOT BE ABLE TO ACCESS THE SERVICE AS SPECIFIED HEREUNDER.
This Agreement governs Your use of the "Service" defined in Section 1 below. BY CLICKING THE "SIGN IN WITH GOOGLE" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. If an individual is accepting on behalf of an entity, such individual shall represent and warrant that: (i) he/she has or has been delegated of the full legal authority to bind such entity to this Agreement; (ii) he/she have read and understand this Agreement; and (iii) he/she agrees, on behalf of the entity, to this Agreement.
In consideration of the foregoing, the Parties agree as follows:
1.1 "Account" means the user account used to connect to the Service.
1.2 "Confidential Information" means information that one Party discloses to the other Party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the receiving Party, is rightfully given to the receiving Party by a third party without confidentiality obligations, or becomes public through no fault of the receiving Party.
1.3 "PicoGW" means the open source Home Automation and Building Automation devices gateway server and web API, developed by Kanagawa Institute of Technology, Smart House Research Center, released under MIT license (https://github.com/KAIT-HEMS/node-picogw).
1.4 "Service" means cloud service with regard to Sony's NanoGW Cloud (Pilot Version) including any associated APIs.
1.5 "Software" means the NanoGW which needs to be installed in advance to Your use of the Service.
2.1 Service. The Service enables You to connect Your own computing device such as PCs and smartphones to the PicoGW. By using the Service, You can access to PicoGW from remote locations, and on PicoGW, You can download additional plugins and connect Your electronic devices compatible to the required protocol at home, office, or other places.
2.2 Service Use. Subject to this Agreement, during the Term, You may: (a) use the Service, and (b) use any add-ons provided by Sony and/or third parties as part of the Service. You may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.
2.3 Updates, New Applications and Services. Sony may: (i) make new updates, applications, tools, features or functionality available from time to time through the Service and (ii) add new services to the "Service" definition from time to time, the use of which may be contingent upon Your agreement to additional terms.
2.4 Internet Connection. You acknowledge and agree that internet connection is required in order to use the Service, and for which You are solely responsible. Further, You are solely responsible for payment of any third party fees associated with Your internet connection, including but not limited to internet service provider or airtime charges. Operation of the Service may be limited or restricted depending on the capabilities, bandwidth or technical limitations of Your internet connection and service. The provision, quality and security of such Internet connectivity are the sole responsibility of the third party providing such service.
The Service is provided without any charge to You.
4. Account, Password, and Security
4.1 Required Information. To register for the Service, You must complete the registration process by logging in through Google's OAuth and provide Sony with access to Your information specified in the login flow pages of Google OAuth, including but not limited to Your Google Account ID and the registered name or nickname linked to your Google Account ID, or an unique ID and password given to you by Sony. Sony reserves the right not to create Account or the right to cancel any Account that uses, or that was created using, untruthful or inaccurate information or that was created for a primary purpose that violates this Agreement.
You are responsible for protecting Your Account and Your password while You use
our Service. Sony have no liability for any unauthorized usage of any Account
or any loss or damage from Your failure to comply with Your security
obligation. You are solely responsible for any and all activities that occur
under Your Account.
You will promptly notify Sony immediately upon learning of any unauthorized use of, or access to Your Account or any other breach of security, including but not limited to any unauthorized use of Your password or account.
5. Restrictions of Use
5.1 Purpose of Your Use. This Service is a pilot version. The Service can be used only for Your non-commercial use such as Your internal evaluation.
5.2 Compliance with Laws and Regulations. Your use of the Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in Your jurisdiction. You are responsible for making sure that Your use of the Service is in compliance with laws and any applicable regulations.
You agree that in connection to Your use of Service, You will not under any
circumstances take actions that:
• Infringe any proprietary right of Sony or any third party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
• is unlawful, immoral, or promotes unlawful activities;
• is or contains sexually obscene content;
• is libelous, defamatory, or fraudulent;
• is discriminatory or abusive toward any individual or group; or
• contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system).
• use Sony's servers for any form of
excessive automated bulk activity (for example, spamming), or relay any other
form of unsolicited advertising or solicitation through our servers, such as
• attempt to disrupt or tamper with Sony's servers in ways that could harm our Service, to place undue burden on Sony's servers through automated means, or to access Sony's Service in ways that exceed Your authorization;
• impersonate any person or entity, including any of our employees or representatives, including through false association with Sony, or by fraudulently misrepresenting Your identity or site's purpose;
• violate the privacy of any third party, such as by posting another person's personal information without consent.
• copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Service, including hacking.
• sublicense, resell, or distribute any or all of the Service.
6. Consent to Use of Data and Google AnalyticsTM
7. Third Party Components
Third party components (which may include open source software) of the Service, or add-ons you use with the Service may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Your use of that third party component.
8. Intellectual Property Rights
Sony owns all intellectual property rights in the Service and the Software (excluding third party components), including but not limited to copyrights and trademark rights.
9. Suspension of Provision of Service
In the event (a) force majeure and any other incidents beyond reasonable control of Sony arises, (b) Sony reasonably determines that it is appropriate to have the system fixed in whole or in part, or (c) any other issues which Sony deems necessary, Sony may at its sole discretion temporarily suspend the provision of Service, in whole or in part, at any time without liability to You.
Neither Party may assign this Agreement in whole or in part, without the written consent of the other Party.
If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
12. No Waiver
Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
No warranty is given about the quality, functionality, availability or performance of Service, or any content or service offered on or through Service. All Service are provided "AS IS" and "AS AVAILABLE" with all faults. We may change, add or remove functionalities or features in our Service. We do not warrant that the Service and content will be uninterrupted, error-free or without delays. In addition to the limitations of liability of this Agreement, we expressly disclaim warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, title, security and accuracy. We assume no liability for any inability to purchase, access, download or use any content, data or service.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONY AND ITS AFFILIATES WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE, DOWN TIME AND USER'S TIME, EVEN IF SONY OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. SONY'S (AND ITS WHOLLY OWNED SUBSIDIARIES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID ALLOCABLE TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Sony and its wholly owned subsidiaries, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Sony or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Sony or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service; (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the Service; (vi) violations of Your obligations of privacy to any third party; and (vii) any claims with respect to acts or omissions of any third party in connection with the Service. Sony will provide You with written notice of any claim, suit or action from which You must indemnify Sony. You will cooperate as fully as reasonably required in the defense of any claim. Sony reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
Sony will notify You the information with regard to this Service, including but not limited to the following, by displaying such notice on the top page of this site or the message page: (i) information regarding outage of this Service due to planned or unplanned system maintenance; (ii) notice of updates to the Service; (iii) notice of changes to the Service; (iv) notice of termination of the Service; (v) notice of changes to this Agreement; (vi) notice of system errors; and (vii) other information with regard to this Service. The foregoing notices shall be deemed to have been made to You on the day each such notice is posted on the system, regardless of whether or not You confirmed the notice.
17. Information Rights and Publicity
18. Force Majeure
Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
19.1 Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in this section of this Agreement.
19.2 Termination for Breach. Either Party may terminate this Agreement for breach if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other Party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
19.3 Termination for Inactivity. Sony reserves the right to terminate the Service for inactivity, if, for a period exceeding one-hundred and eighty (180) days.
19.4 Termination for Convenience. You may stop using the Service at any time. You may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Service. Sony may terminate this Agreement for its convenience at any time without liability to You.
19.5 Effect of Termination. If the Agreement is terminated, then You shall delete the Software from Your device, and upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
21. Changes to the Terms
We reserve the right, at our sole discretion, to modify or amend this Agreement at any time and will update this Agreement in the event of any such amendments. If material changes to this Agreement are made, You will be notified when You sign in to the Service in accordance with Section 16. Your continued use of Service, will signify Your acceptance of those changes. If You do not accept material changes to the Agreement, please discontinue Your use of the Service by terminating this Agreement and Your Accounts.
22. No Agency
This Agreement does not create any agency, partnership or joint venture between the Parties.
23. Discontinuance of Service
Sony may discontinue any Service or any portion or feature for any reason at any time without liability to You.
24. Governing Law and Jurisdiction
Except to the extent applicable law provides otherwise, this Agreement between You and Sony and any access to or use of the Service is governed in all respects by the laws of Japan, without reference to any conflict of law provisions. You and Sony agree to submit to the exclusive jurisdiction of the Tokyo District Court in Japan. Each Party submits itself to the exclusive jurisdiction and venue of those courts, and waives all jurisdictional, venue and inconvenient forum objections to those courts. In any litigation to enforce any part of this Agreement, all costs and fees, including attorney's fees, will be paid by the non-prevailing Party.
25. Entire Agreement
This Agreement inures to the benefit of the Parties, including any of our successors in interest. This Agreement (as amended) represents the complete agreement between You and Sony concerning its subject matter, and supersedes all prior agreements and representations between the Parties.
26. No License
Unless otherwise expressly provided herein, nothing contained in this Agreement shall be construed as granting or conferring any right or license, by implication, estoppel or otherwise, under any patent, copyright, know-how or any other Intellectual Property Rights of Sony.
The Section titles and headings used in this Agreement are inserted for reference purpose only and do not limit or extend the meaning of any provision of this Agreement, and will not be used in interpretation of any provisions of this Agreement.