Article 1 (Provision of the Service)
- Licensor provides a cloud-based materials informatics service called Matlantis (hereinafter referred to as the “Service”) via the Internet in accordance with the Matlantis Service Specification separately provided by Licensor to Customers (hereinafter referred to as the “Service Specification”).
(1) The change or addition is in the general interest of Customers.
Article 2 (Period of Service Use)
- The period, fees, and payment conditions of the Service shall be as separately agreed upon between both parties. Transfer fees for the payment shall be paid by Customers.
- The period of the Service for Customers of the annual subscription plan will be automatically extended for one year, unless either party makes a separate written notice at least one month prior to the expiration of the Service, and the same shall apply thereafter. In this case, the due date for payment of the Service fees shall be the anniversary of the due date as separately agreed upon between both parties (if the date falls on a bank holiday, the business day prior to the date).
- If the consumption tax or other applicable tax rates are revised during the Service period, Licensor may charge Customer the difference between the tax due at the previous tax rate and the tax due at the revised tax rate for the Service fees for the period during which the revised consumption tax rate is in effect. Customer shall pay the amount by the date stated in the invoice issued by Licensor by bank transfer to the bank account designated by Licensor.
Article 3 (Prohibited Acts)
- Customers may not engage in any of the following acts when using the Service:
（1）Infringe the rights or interests of Licensor or other users of the Service (including acts that directly or indirectly induce such infringement);
（2）Infringe the intellectual property or other rights or interests of Licensor or any third party (including acts that directly or indirectly induce such infringement);
（3）Send information that contains a computer virus or other harmful computer program to the server of the Service;
（4）Overload the network or other system of the Service;
（5）Regenerate a computer program or software with the same or similar functions as the Serviceby using both the input data (as defined in Clause 1-(1) of Article 8) and output data (as defined in Clause 1-(1) of Article 8) of the Service (hereinafter referred to as “Regeneration of Models”);
（6）Reverse-engineer or analyze software or other systems provided by Licensor;
（7）Acts that may interfere with the operation of the Service;
（8）Falsify the processing result by the Service;
（9）Unauthorized access to Licensor’s network or other system;
（10）Use the account of other users of the Service;
（11）Collect information on other users of the Service;
（12）Interfere with other users in their use of the Service;
（13）Acts that are contrary to the Service Specification;
（14）Acts that are related to criminal acts or are offensive to public order and morals;
（15）Violate laws, regulations, or internal rules of the industry association to which Customers or Licensor belongs;
（16）Use of the Service in any country or region other than the country or region permitted by Licensor;
（17）Use of the Service for the development, manufacture, or use of Weapons of Mass Destruction(*1) or Conventional Weapons(*2)
（18）Other acts equivalent to any of the preceding items
- If Licensor determines that a User (defined in Clause 2 of Article 9) violates or may violate any of the preceding cases, Licensor may (i) delete all or part of the information sent to the server of the Service or (ii) cancel or suspend the license of the Service and provision of all or part of the Service without prior notice to Customer. Licensor will not be liable for any damage to Customer that arises from the measure taken by Licensor in accordance with this clause.
Article 4 (Stopping and Suspension of the Service)
Licensor may stop or suspend the provision of all or part of the Service without prior notice to Customers in any of the following events:
（1）In the event that urgent inspection or maintenance of the network or computer system related to the Service is conducted
（2）In the event that Licensor becomes unable to operate the Service due to such reasons as a failure of computers or communication lines (including network failure in servers), misoperation, traffic spike, unauthorized access, and hacking.
（3）In the event that Licensor becomes unable to operate the Service due to disruptions of communication lines or damage to the data center caused by force majeure, such as an earthquake, lightning, storm, flood, and other natural disasters, fire, or power outage.
（4）In the event that a third party intentionally destroys the system or equipment used to provide the Service, or commits an act of malfunctioning the said system or equipment
（5）In any other event where Licensor deems it necessary to stop or suspend the Service
Article 4-2 (Audit)
- Licensor may request a report from Customer to confirm the use of the Service by the Customer, and the Customer shall promptly report to Licensor.
- Licensor may conduct an audit at Customer’s place of business (or online) upon prior notice to Customer, if Licensor deems it necessary to confirm the use of the Service and the fulfillment of contractual obligations under this Agreement. Upon prior consultation with the client, the audit shall be conducted in a manner and method that does not interfere with the Customer’s ordinary business activities.
- Licensor shall bear the costs associated with the audit described in the preceding paragraph, provided, however, that the Customer shall bear the costs of the audit if as a result of the audit, it is confirmed that the client is in breach of this Agreement.
Article 5 (Disclaimer of Liability)
Licensor will not be liable for any of the following events:
（1）In the event that Customer or their related party suffers damage due to the unavailability of the Service as a result of its stopping or suspension under the foregoing article
（2）In the event that damages such as loss of Customer data, server shut down, and business suspension are incurred or the Service is unable to output an appropriate processing result due to failures of hardware such as the data center, system failure caused by a computer virus or others, or operations by Customers (including operational mistakes and incorrect data input).
（3）In the event that the Service is unable to output an appropriate processing result due to methods, data input, or other manners that do not meet the requirements described in the Service Specification.
（4）In the event that Customers are unable to use the Service due to a login error to the Service or due to the use of their account by a third party.
（5）In other events that are equivalent to the preceding paragraphs.
Article 6 (Waiver of Warranties)
- LICENSOR MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, THAT THE SERVICE WILL MEET THE SPECIFIC PURPOSES OF CUSTOMERS, THAT THE SERVICE WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, THAT THE PROCESSING RESULTS OF THE SERVICE WILL BE ACCURATE OR REPRODUCIBLE (UNLESS OTHERWISE SPECIFIED IN THE SERVICE SPECIFICATION), THAT THE SERVICE WILL HAVE THE EXPECTED FUNCTIONS, MERCHANTABILITY, ACCURACY, OR USEFULNESS, THAT THE USE OF THE SERVICE BY CUSTOMERS WILL CONFORM TO THE LAWS AND REGULATIONS APPLICABLE TO CUSTOMERS, OR THE INTERNAL RULES OF ANY INDUSTRY ORGANIZATION, THAT THE SERVICE WILL BE CONTINUOUSLY AVAILABLE, OR THAT THE SERVICE WILL BE FREE OF DEFECTS.
- CUSTOMERS SHALL USE THE SERVICE AT THEIR OWN RESPONSIBILITY, AND LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGE CAUSED TO CUSTOMERS ARISING FROM THE USE OF THE SERVICE BY CUSTOMERS.
- CUSTOMERS SHALL BE RESPONSIBLE FOR RESOLVING ANY TRANSACTIONS, DISPUTES, OR OTHER MATTERS THAT OCCUR BETWEEN CUSTOMERS AND A THIRD PARTY IN RELATION TO THE SERVICE.
Article 7 (Ownership of Intellectual Property Rights)
- The copyright of original programs created independently by Customer in the Service (including the rights stipulated in Article 27 and Article 28 of the Copyright Act; hereinafter, the same) belongs to Customer.
- All rights (including, but not limited to, copyrights and other intellectual property rights) to the texts, images, programs, and other data that constitute the Service or that Licensor provides to Customers in connection with the provision of the Service belong to Licensor or a third party that has such rights, except for materials created independently by Customers.
Article 8 (Duty of Confidentiality)
（1）Data entered into the Service (including the structure and property data of R&D target materials, hereinafter referred to as “Input Data”) and information produced as a result of entering Input Data to the Service (hereinafter referred to as “Output Data”)
（2）Information that has been disclosed in writing, orally, by electromagnetic record, or by any other method of disclosure, and which falls under either of the following:
(i) Information whose confidentiality is clearly marked on the medium containing the said information by labeling it as “Confidential Information,” “Confidential,” or by any such indication.
(ii) Any other information that is disclosed by methods that make it physically impossible to indicate its confidentiality as described in the preceding paragraph, and that is notified at the time of disclosure that the information is confidential, and that the outline of the information is specified in writing or by electromagnetic record and the said information is clearly indicated to be confidential within 30 days after the disclosure.
- Notwithstanding the provisions of the preceding clause, any of the following information will not be regarded as Confidential Information:
（1）Information that was already in the lawful possession of Recipient at the time of the disclosure.
（2）Information that was already publicly known at the time of the disclosure.
（3）Information that has become public knowledge since the disclosure for reasons not attributable to Recipient.
（4）Information created independently by Recipient without referencing or using the Confidential Information disclosed by the other party
（5）Information lawfully obtained by Recipient without owing a duty of confidentiality from a third party with legitimate title who does not owe a duty of confidentiality to the other party.
- Customers shall not analyze Confidential Information by decompilation, Regeneration of Models, or other reverse-engineering methods.
- Upon request of the other party or when the Service period has ended, Recipient shall promptly return, dispose of, or erase the Confidential Information and the medium containing it according to the instructions of the other party.
- Notwithstanding the provisions of Clauses 1 and 7, Licensor shall not use the Confidential Information specified in Paragraph 1 of Clause 1 for any purpose, without the consent of Customers, and shall not provide or disclose it to Contractor.
Article 9 (Accounts and Personal Information)
- Licensor shall grant Customers the number of accounts subscribed by Customers in accordance with the provisions of the Service Specification.
- Customers may assign the granted accounts only to officers, employees, or others who belong to or are employed by Customers (hereinafter referred to as “Users”.) (This, however, will not apply if otherwise stipulated in the Service Specification.) Customers shall input and manage the personal information of Users who are assigned to the accounts and will be responsible for the management of the accounts granted to Customers by Licensor.
- Customers and Users shall not allow a third party to use the accounts, and Licensor shall not be liable for any damage arising from the use of the accounts by a third party.
Article 10 (Elimination of Antisocial Forces)
（1）When the other party is considered to be in effect controlled by an Antisocial Force
（2）When the other party is considered to be engaged in activities that provide funds or benefits to an Antisocial Force or in other activities to support the sustenance and operation of an Antisocial Force.
（3）When the other party is considered to have wrongfully used an Antisocial Force in order to improperly benefit itself or to cause damage to a person or group other than itself.
（4）When any of its officers or any person substantially involved in the management of the other party is recognized as having a socially reprehensible relationship with an Antisocial Force.
- Customers and Licensor warrant that they and their contractors are not Antisocial Forces, do not have any relationship described in the paragraphs of Clause 1 with an Antisocial Force, and that this will remain the same in the future.
- Customers or Licensor shall immediately terminate a work contract with their contractor or take measures to terminate the contract if it is discovered after work is contracted that the contractor is an Antisocial Force or has a relationship described in any paragraph of Clause 1 with an Antisocial Force.
Article 11 (Compensation for Damages)
- THE PROVISIONS OF THE PRECEDING CLAUSE DO NOT APPLY IN THE CASE OF DAMAGE CAUSED BY THE WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE CONCERNED PARTY.
Article 12 (Termination of Contract)
（1）When Customers of a paid plan delays payment of the Service fees for two months or more;
（2）When a default by Customers is not corrected despite a notice for a reasonable period of time;
（4）When a petition is filed against or by Customers for suspension of payment, provisional seizure, foreclosure, auction, bankruptcy, commencement of civil rehabilitation proceedings, corporate reorganization proceedings, or commencement of special liquidation.
- Customers will naturally lose the benefit of time and shall immediately repay all monetary obligations owed to the other party if any of the events in the preceding clause occurs to Customers.
（2）When the provision of the Service is significantly delayed or becomes impossible due to reasons attributable to Licensor.
Article 13 (Contract Period)
- Notwithstanding the preceding clause, this clause and Article 8 (Duty of Confidentiality) will remain in effect for a period of five years after the termination of such contract, and the provisions of Article 6 (Waiver of Warranties), Article 7 (Ownership of Intellectual Property Rights), Clause 4 of Article 9 (Accounts and Personal Information), Article 11 (Compensation of Damages), Article 16 (Prohibition of Assignment of Rights and Obligations), Article 18 (Governing Law) and Article 19 (Dispute Resolution) will remain in effect after the termination of the contract
Article 13-2 (Effect of Contract Termination)
- If Customers cancel the contract as per Clause 3 of Article 12, or if the contract is terminated during the period of use due to the discontinuation of the Service by Licensor as per Article 14, Licensor will refund to Customers the amount equivalent to the fees for the unfulfilled period of use, which is calculated on a pro-rata basis, after deducting the cost of initial setup for providing the Service from the Service fees paid in advance.
Article 14 (Discontinuation of the Service)
Article 15 (Relationship with Other Contracts)
Article 16 (Prohibition of Transfer of Rights and Obligations)
Article 17 (Severability)
Article 18 (Governing Law)
Article 19 (Dispute Resolution)
Article 20 (Language)
Article 21 (Prohibition of use outside the permitted countries/regions)
The Customer may use the Service only within the country or region permitted by Licensor. Licensor shall not be liable or responsible for any damage, loss or any other disadvantage incurred by the Customer in connection with the Customer’s use of this Services outside the countries or regions permitted by Licensor, for any reason whatsoever. In addition, the Customer shall be liable to compensate Licensor for any damage, loss or other economic burden incurred by Licensor in connection with the Customer’s use of the Service outside the permitted country or region.
Article 22 (Special Provisions Concerning the Academia Edition)
Customers of the academic edition plan shall use the Service solely for academic purposes and not for any commercial purposes (including joint research and development with a private company, contracted R&D, proof of concept, consulting, or any other collaboration).
(*1) “Weapons of Mass Destruction, etc.” means nuclear weapons, military chemical agents, military bacterial agents, devices for spraying military chemical agents or bacterial agents, rockets capable of transporting over 300km, or unmanned aerial vehicles capable of transporting over 300km (including parts thereof).
(*2) “Conventional Weapons” means those specified in the Foreign Exchange and Foreign Trade Control Law (Law No. 228 of 1949) and the Export Trade Control Order (Cabinet Order No. 378 of 1949).
Effective: July 1st, 2021
Revised: July 27th, 2021
Revised: February 1st, 2022
Revised: May 20th, 2022
Revised: February 1st, 2023
Revised: April 1st, 2023