Honda grants Honda’s subsidiaries the right to use Honda Motor Sports & Brand Communication Download Site (the "Site") for downloading any materials, data, text, photos, images, movies and any other data, or any portion thereof, and the employees of Honda’s subsidiaries who was authorized by such Honda’s subsidiaries to use the Site shall accept this Usage Agreement of Honda Motor Sports & Brand Communication Download Site specified herein (this "Agreement").
PLEASE READ THIS AGREEMENT CAREFULLY AND COMPLETELY BEFORE CLICKING THE BUTTON OF "ACCEPTANCE". IF THE EMPLOYEES OF HONDA ‘S SUBSIDIARIES CLICK THE BUTTON OF "ACCEPTENCE", YOU WILL BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND MUST COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Usage Agreement of Honda Motor Sports & Brand Communication Download Site
Article 1 (Purpose)
1. The purpose of Honda Motor Sports & Brand Communication Download Site (the "Site") is that Honda Motor Co., Ltd. ("Honda") grants Honda’s subsidiaries ("Genpo") the right to cause the employee of Genpo (the "User") to download and use any materials, data, texts, photos, images, movies, or any other items, or any portion thereof (collectively, "Materials").
2. The Agreement provides the terms and conditions in connection with use of the Site and the Material, and Genpo shall agree to the terms and conditions of this Agreement and cause the User to complete the user registration (hereinafter specified).
Article 2 (Scope of Use)
1. After acceptance by Honda of the user registration by the User, Honda grants such Genpo the right to download and use the Materials from the Site in based on their terms, usages, places to use and rights specified in this Agreement and each download page of the Site.
2. Genpo shall cause the User to download and use the Material pursuant to their terms, usages, places to use and rights specified in this Agreement and each download page of the Site.
Article 3 (Restrictions of Use)
Unless obtaining a prior written consent of Honda, Genpo shall not cause the User to;
(1) register incorrect nor false information as the User’s information to the Site;
(2) allow nor make available to any other person than the User to login to the Site and download the Materials from the Site using the User’s registered information;
(3) use, grant the right to use and copy the Materials and the copy of the Materials in breach of provisions of this Agreement or each download page of the Site;
(4) sell the Materials nor the copy of the Materials;
(5) make, manufacture or sell the merchandises, goods or products which is made from the Material or is including the Material;
(6) sell nor provide any products utilizing the Material and the copy of the Materials to any third party for any other purpose than the purpose provided in Article 1.1 hereof; and
(7) alter, modify, add to anything to nor delete anything from the Materials.
Article 4 (Procedure and Change of User Registration)
1. Genpo shall cause the User to proceed and complete the user registration application in advance to downloading the Materials from the Site in accordance with this Agreement. To complete the user registration application, Genpo shall cause the User to agree to comply with any instructions given by Honda including, but not limited to, the following;
(1) Genpo shall cause the User to complete the user registration application. Genpo shall not cause the User to have any other person than the User proceed the user registration application on behalf of the User; and
(2) Genpo shall cause the User to register the User’s own e-mail address. In case that the User are sharing the User’s e-mail address with other person(s) (i.e. sharing an e-mail address with the User’s group members at office), the User may register such the shared e-mail address only in the User’s name with a prior consent of such other user(s). Even in such the case, any person(s) other than the User may not use the Site with the shared e-mail address.
2. Genpo shall cause the User to keep secret and maintain appropriately the User’s password to the Site and Genpo shall not cause the User to make the User’s password available to any third party.
3. In case any changes to the User’s registered information occur, Genpo shall cause the User to update and alter the information promptly.
Article 5 (Acceptance of User Registration)
1. After the User complete the user registration application in accordance with the Article 4 above, Honda will send an e-mail message to the User’s registered e-mail address to notify the tentative acceptance by Honda of the user registration application. Genpo shall cause the User to access through a URL linked in the e-mail above, to a website page for the complete of the user registration.
2. After the date of the complete of the user registration pursuant to Article 5.1 above, Honda will confirm the User’s registered information and decide at its own discretion the User’s suitability as a user of the Site. Thereafter, Honda will send an e-mail to the User’s registered e-mail address to notify whether the User’s registration has accepted or not accepted by Honda for any reason. After the User are accepted by Honda to be as a user of the Site, the User may login to the Site as User with the User’s registered password and download the Materials in accordance with the provision their term, usage, place to use and rights specified in each download page of the Site
3. Should the User’s registration for the User have not accepted by Honda, the User may not download the Materials from the Site thereafter.
Article 6 (Intellectual Property Rights）
1. Genpo shall, by itself and cause the User to, acknowledge and agree that all titles, interests and rights in and to the Materials and all copies in all forms of the Materials remain in Honda or the copyrighter of such Material.
2. Unless otherwise expressly permitted by Honda herein, Genpo shall not, by itself and the User to, transfer nor assign Genpo’s rights and obligations under this Agreement to any third party without a prior written consent of Honda.
3. The use of the Materials outside the scope of this Agreement constitutes or may constitute infringement of the copyrights in accordance with laws in Japan and any other countries. Should any actual or possible infringement be found, Honda may terminate this Agreement and furthermore seek an injunction in addition to such other remedies as may be available at laws or in equity for any such infringement.
Article 7 (Use of User’s Registered Information）
1. Genpo shall, by itself and cause the User to, acknowledge and agree that Honda use the User’s registered information, pursuant to each terms and conditions of Standard Contractual Clauses between the Honda and Genpo for the following purposes:
(1) the purpose provided in Article 1.1 hereof;
(2) development, operation and improvement of the Site; and
(3) other purpose related to the purposes above:
2. Honda may transfer, deposit or manage the User’s registered information to any third parties for the purposes provided in Article 7.1 above.
Article 8 (Revisions or Changes of this Agreement)
Honda may revise or change this Agreement at any time at any reason without notice to Genpo. Genpo shall cause the Genpo to review regularly the terms of this Agreement. Continued use of the Site following any such revision(s) or change(s) shall constitute the acceptance of such revision(s) or change(s) by the User.
Article 9 (Suspension of Use and Cancellation of Registration)
1. Honda may suspend Genpo’s right to download and use the Materials from the Site, and/or Honda may cancel the User’s registration from the lists of the User of the Site at any time and at its own discretion in the event of any of the following occurs;
(1) when the User’s registered information is found to be false
(2) when Genpo and/or the User breach any of the terms of this Agreement
(3) when Genpo and/or the User infringe any rights of Honda
(4) when Honda finds any suspicious download or use of the Materials by the User or any suspicious use of the Site by Genpo or the User, which is not contemplated in this Agreement;
(5) when Honda finds any action by Genpo or the User which impedes or may impede the operation of the Site by Honda; and
(6) in the case that the User has not accessed or used the Site for more than six (6) months:
2. This Agreement shall automatically terminate upon the cancellation of user registration as the User of the Site in accordance with the Article 8.1 above.
3. Upon any termination of this Agreement for any reason, Genpo shall upon request of Honda, by itself and cause the User to, destroy and/or delete all of the Materials and copies thereof that Genpo or the User possess.
Article 10 (Disclaimer of Warranty)
Genpo shall understand and agree that Honda provides the Materials, information and data in the Site on an "AS IS BASIS", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND OR CONDITIONS OF TITLE, FREE OF DEFECTS, NON-INFRINGEMENT, MERCHANTABILILY, OR FITNESS FOR A PATICULAR PURPOSE. Genpo is sorely responsible for determining the appropriateness of using the Materials, information or data.
Article 11 (Trademarks and Logos)
Nothing contained in this Agreement shall be construed that it does grant Genpo, the User nor any third party with any right or license to use the trademarks, trade names, logos, service marks or product names of Honda.
Article 12 (Limited Liability)
In no event and under no legal theory, Honda will be liable to Genpo for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising from or as a result of this Agreement, or out of the downloading or use of the Materials including but not limited to damages for loss of goodwill, work stoppage, loss of data, computer failure or malfunction, or any or all other damages or losses even if Honda has been advised of the possibility of such damages.
Article 13 (Miscellaneous)
1. Nothing contained herein will in any way constitute any representation, partnership, or any kind of legal relationship between Genpo and Honda.
2. Should for any reason any provisions of this Agreement or portion thereof, be found to be invalid or unenforceable in any jurisdiction in which Genpo is being performed, the reminder of this Agreement will be valid and enforceable and the parties will use good faith to negotiate a substitute, valid, and enforceable.
3. This Agreement shall be governed by and construed in accordance with the laws of Japan without reference to conflicts of laws principles.
4. Unless otherwise settled by the parties hereto through their mutual consultation, all disputes, controversies or differences which may arise between Honda and Genpo out of or in relation to or in connection with this Agreement or any other agreements entered into between the parties hereto in connection with this Agreement, or any breach thereof shall be finally settled by arbitration in Tokyo, Japan pursuant to the Commercial Arbitration Rules of the Japan Commercial Arbitration Association, by which each party hereto shall be bound.
