日本語# <span class="est3">eST<sup>3</sup></span> Terms of Use (Ver. 1.1.2)
<span class="est3">eST<sup>3</sup></span> (the “Application”, a third-party extension for the 3DCG animation software Maya) is an application licensed by Polygon Pictures Inc. (the “Company”). These Terms of Use shall apply to any person who uses the Application (the “User”) (and shall constitute the contents of the contract pertaining to such use), and by using the Application, the User shall be deemed to have agreed to abide by each provision of these Terms of Use. The agreement between the Company and the User based on these Terms of Use shall be referred to as the “Agreement”.
## Article 1 (The Application)
1. The Company grants the User a non-exclusive license to use the Application, on an as-is basis and without charge (the “License”). The User shall not be obligated to display the name of the Application on the relevant deliverables. In addition, the User may freely use the deliverables created with the Application.
1. The User shall bear the responsibility and expense of preparing the equipment, software, and communication lines required to use the Application.
1. The User shall use the Application in accordance with these Terms of Use (including definitions of conditions of use, instructions, documentation, etc. if such exists) to the extent provided therein.
1. The Company may, at its own discretion, upgrade the version of the Application, to which the User hereby agrees in advance.
1. The User agrees that the following permissions are not included in the license granted in paragraph 1:
• Modification/analysis of the Application
• Sublicensing to a third party
• Transfer of rights to the software and all other copyrighted materials of which the Application is comprised.
1. In accordance with the provisions of these Terms of Use, the User shall cease using and delete the Application or any copies thereof if instructed by the Company.
1. The 3DCG animation software with which the Application is used is provided by a third party, is not licensed by the Company, and the Company shall not be involved in any transactions between the User and such third party. Use of such software shall be at the User’s own risk and in accordance with the terms and conditions of use stipulated by the third party.
## Article 2 (Prohibitions)
1. The User shall not reproduce, adapt, disclose to third parties, grant reuse rights, redistribute or otherwise distribute, sell, transfer, lend, or provide any of the programs or other data comprising the Application, except as expressly provided in these Terms of Use.
1. The User shall not reverse-assemble (convert object code into source code written in assembly language), decompile (convert object code into source code written in compiler-type language), or otherwise analyze the Application using reverse engineering techniques (analyze the structure and contents of the software and inspect the operating principles, flow, or source code therefrom).
1. The User shall abide by the following points when using the Application.
1. The User shall not perform any act that infringes or may infringe upon the property rights (including intellectual property rights) or human rights, including privacy, of the Company or any third party.
1. The User shall not perform any act that is or may appear to be offensive to public order or morality.
1. The User shall not engage in criminal activity, acts connected to criminal activity, or that may appear to be criminal activity.
1. The services provided by the User shall comply with all applicable laws, regulations, and guidelines, including the Consumer Contract Act, the Personal Information Protection Act, and Act Against Unjustifiable Premiums and Misleading Representations, and shall not violate or appear to violate the same.
1. The User shall not engage in any activities that are not permitted under these Terms of Use.
## Article 3 (Warranties and Provision of the Application)
1. The Company warrants that it owns or manages the rights necessary to grant the User a license under these Terms of Use for the Application, and in the event that a third party makes a claim of infringement regarding the copyright of the Application, the Company shall respond to such claim at its own expense and responsibility. However, this shall not apply to claims arising from the manner of use or reasons attributable to the User, claims arising from the combination of the Application with other software/hardware, or other cases as stipulated in these Terms of Use.
1. The Company shall provide the Application to the User on an "as is" basis. In the event that the Company upgrades the version of the Application, the upgraded software shall be included in the Application and shall be licensed for use by the User in accordance with the License.
1. In the event that the rights of a third party such as the original creator of a work (which may include the Company) need to be acquired for a work produced using the Application, the User shall do so at its own expense and responsibility.
## Article 4 (Rights)
1. The ideas (including inventions and designs), know-how, copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patent rights, trademark rights, and all other intellectual property rights related to the Application shall belong to the Company (including group companies of the Company).
1. The rights pertaining to the deliverables created by the User using the Application shall belong to the User.
## Article 5 (Contract Term)
The term of the License shall be until the Company ceases the license of the Application or until the License is terminated due to violation of this agreement. In addition, the Company at its discretion may cease the release or provision of the Application at its discretion, to which the User hereby agrees in advance.
## Article 6 (Changes to Specifications)
The Company may, without prior consent from or notification to the User, make changes to the specifications of the Application.
## Article 7 (Confidentiality and Protection of Personal Information)
1. The User shall not divulge to any third party any business or technical information (hereinafter, the "Confidential Information") of the Company obtained through the use of the Application. However, this shall not apply to any of the following cases, with the exception of personal information.
1. Information already known prior to obtaining.
1. Information already in public knowledge or use prior to obtaining.
1. Information which has become public knowledge through no fault of the User’s after obtaining.
1. Information obtained from a duly authorized third party without any obligation of confidentiality.
1. Information developed independently without relying on any information provided by the Company.
1. Information required to be disclosed by law (including but not limited to judicial rulings and administrative orders).
1. The User shall not use the Confidential Information for any purpose other than as set forth in these Terms of Use without the prior written consent of the Company.
1. The obligations set forth in the preceding two paragraphs shall remain in effect even after the termination of the Agreement.
## Article 8 (Termination)
The Company may immediately terminate the Agreement, suspend the license, or take other necessary measures without prior notice if any of the following events occur. In addition, if any of these events are applicable to the User, all of the User’s obligations under the Agreement shall accelerate and become due immediately. The exercise of the right of termination set forth in this Article shall not preclude a claim for compensation for damages.
1. The User violates these Terms of Use.
1. Transfer, corporate separation, merger by absorption of the User into another company, or dissolution of the User’s entire business related to the Application.
1. The User’s business is suspended, or business license or registration is revoked by a regulatory authority.
1. There is a petition for an auction as a compulsory execution, execution of security interests, or a petition for commencement of bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings, special liquidation, or similar proceedings.
1. A check or draft drawn is not settled on the due date, transactions are suspended by a financial institution, or a reason such as suspension of payments or inability to pay arises.
1. Financial conditions have deteriorated significantly or there are reasonable grounds to conclude such may occur.
1. There are reasonable grounds to conclude that performance of the Agreement will be hampered by natural disaster or other such unavoidable circumstance.
## Article 9 (Obligations After Termination of the Agreement)
1. Upon termination of the Agreement for any reason whatsoever, the User shall return or destroy all materials related to the Application, including the Application itself (including copies and derivatives thereof), in accordance with the instructions of the Company.
1. Regardless of the reason for termination, Articles 2, 4, 7.1, and 10 through 14 shall remain in effect even after the termination of the Agreement.
## Article 10 (Priority)
Regarding the License, if there is any other agreement between the parties that conflicts with these Terms of Use, these Terms of Use shall take precedence.
## Article 11 (Responsibilities)
1. The Company’s responsibility under this License shall be limited to making reasonable efforts to license and provide the Application to the User.
1. The User shall, at its own discretion and responsibility, perform backups and other necessary tasks when using the Application, and shall perform necessary operational checks and other measures for the systems it builds.
1. The Company shall not be liable for any damages that fall under any of the following:
- Damage caused by equipment, software, or communication lines procured by the User or as a result of combination with the Application.
- Damage caused by use contrary to the specifications (manual).
- Damage caused by the use of the Application in an environment or under conditions that are not recommended.
- Loss of potential profits, loss of profits, or damage caused by loss of data or intangible property.
- Derived or consequential losses, indirect damages, or special damages.
- Damages exceeding the license fee received by the Company from the User.
- Damages caused by failure to perform backups.
- Any and all damages related to the User's clients (including end users).
- Damages due to cyber attacks by third parties (including, but not limited to, viruses, malware, ransomware, etc.)
1. The Company may suspend provision of the Application or take other necessary measures in the event that any of the following apply to the Application (including similar situations). The Company offers no guarantee that any of these events will not occur, and shall not be liable for any damages resulting from such events, to which the User agrees in advance.
1. System maintenance on a regular or emergency basis.
1. Network failure.
1. Fire, power outage, or other similar reasons.
1. Natural disaster such as earthquake, volcanic eruption, flood, or tsunami.
1. War, terrorism, uprisings, riots, disturbances, labor disputes, or similar reasons.
1. The User commits an act in violation of the Agreement.
1. Implementation of emergency security measures against computer viruses, or hacking.
1. Any other case where it is deemed necessary to temporarily suspend the service for operational or technical reasons.
1. Failure, change in terms, change in specifications, interruption of service, or any other such circumstance which renders impossible provision of the cloud service.
1. In the event that a defect is discovered in the Application, if the defective part or the cause of the defective part of the Application is dependent on something provided by an external developer, manufacturer, or provider of related services (including cloud services), (hereinafter, the "Developer Agent"), and if the Developer Agent does not implement improvements, the defective part shall be considered a limitation of the Application.
1. In the event that the User uses software for which a third party holds the rights in conjunction with this License, the terms and conditions for the use of such software shall be governed by the provisions of such third party, and the preceding paragraph shall apply to any defects in such software or any other such matters.
1. The company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability (including absence of bugs, etc.) and fitness for a particular purpose.
1. The Company's liability for damages to the User based on this Agreement shall be limited to the scope of this article, regardless of legal liability for breach of contract, default, or tort.
1. The Company shall not be responsible for any business relationship between the User and its clients, or for the results of the User's creations, to which the User acknowledges and waives any rights related to these matters against the Company in advance.
## Article 12 (General Provisions)
1. The Company may establish individual terms and guidelines for the Application, and such individual terms and guidelines shall also constitute a part of these Terms of Use, regardless of the name.
1. The Company may, if it deems there is reasonable cause, modify these Terms of Use at any time without the prior consent of the User, at the sole discretion of the Company, to the extent that the modification does not violate the purpose of the contract and is deemed reasonable in light of the necessity of the modification. Unless otherwise specified by the Company, the revised Terms of Use shall be displayed on the website or application, designated by the Company for the Application (hereinafter, the "Site") and shall become effective from a point in time determined by the Company (which shall be at least two weeks after the display). The User may disagree with the modifications to these Terms of Use by cancelling their license to use the Application. In addition, if the User uses the Application after the modifications to the Terms of Use become effective, the User shall be deemed to have agreed to the modified Terms of Use.
1. In the event that Terms of Use are newly established or modified, the Terms of Use after such establishment or modification shall apply to any action taken by the User prior to such establishment or modification.
1. In the event that all or part of a provision of these Terms of Use is determined to be invalid under laws or regulations, the portion of the provision other than the invalid portion and other provisions of these Terms of Use shall remain valid. In the event that any part of these Terms of Use is held invalid or revoked with respect to a particular User, these Terms of Use shall remain in effect with respect to all other Users.
1. The failure to exercise or enforce any of the rights set forth in the Terms of Use shall not constitute a waiver of such rights by the Company.
1. The User confirms that the transactions, contracts, etc. related to the Application as set forth in the Terms of Use are conducted as a business or for a business purpose.
## Article 13 (Assignment of Rights and Obligations)
The User may not assign, transfer, or pledge to any third party any of its rights or obligations arising under this Agreement, or allow any third party to succeed to its position under this Agreement.
## Article 14 (Governing Laws, Consultations)
1. This Agreement shall be governed by the laws of Japan, and the Tokyo District Court or Tokyo Summary Court shall have exclusive jurisdiction in the first instance over any and all disputes related to this Agreement.
1. Even if any provision of these Terms of Use is held invalid, the other provisions of the Agreement shall continue in full force and effect.
1. In the event that any question arises as to the interpretation of the Agreement or any matter not set forth in the Agreement, or in the event that any dispute arises with respect to this Agreement, the parties shall consult in good faith and attempt to resolve such dispute.
1. In the event that an agreement based on these Terms of Use applies to a consumer contract as defined in Article 2, Paragraph 3 of the Consumer Contract Act, and the Company is liable for damages based on default or tort, the Company shall be liable only for ordinary damages directly and actually suffered by the User, excepting cases of willful or gross neglect by the Company, and the Company shall not be liable for any damage caused by special circumstances (including cases where the Company foresaw or could have foreseen the occurrence of said damage).
## Article 15 (Exclusion of Antisocial Forces)
The User represents and warrants that it (1) is not a crime syndicate, a member of a crime syndicate, a person for whom five years have not passed since they ceased to be a member of a crime syndicate, a company related to a crime syndicate, or any other person defined by law as equivalent to such a person, as stipulated in the Act on Prevention of Unjust Acts by Crime Syndicate Members or any ordinance on the elimination of antisocial forces in the prefecture where the head office, branch office, or other principal place of business is located, and (2) will not, by itself or by using a third party, use threatening words or actions, use violence, use deception or force to interfere with business or damage credibility, make unreasonable demands beyond legal responsibility, or engage in any other similar acts in relation to this Agreement, and that the User will not in the future either fall under (1) or perform acts that may fall under (2).
Terms of Use
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