Updated - 7 Oct 2010
Section 1 - General Provisions
Article 1.1 (Objective)
eSolia Inc. (hereinafter referred to as the "Company") has established the following rules (hereinafter referred to as these "Rules") for the use of PROdb (hereinafter referred to as the "Service") and shall provide such service in accordance with these rules. Users of the Service shall use the Service having agreed to and in compliance with all items provided for in these Rules.
Article 1.2 (Definitions)
The meaning of the terminology used in these Rules and provided for in each of the following items shall be as set forth in each item.
1. "Client(s)" refers to corporations or individuals with whom an agreement has been enacted based on these Rules based on the Company's consent, who have agreed to use the Service provided by the Company.
2. "Administrator(s)" refers to individuals attached to a Client, or individuals subcontracted by a Client, or individuals affiliated to corporations subcontracted by a Client, who oversee use of the Service and act as the point of contact with the Company for applications for use or alterations to usage terms and conditions.
3. "User(s)" refers to individuals attached to a Client, or individuals subcontracted by a Client, or individuals affiliated to corporations subcontracted by a Client, who make use of the Service using a Client's Service User ID.
4. "Service User ID" refers to the access ID for using the Service issued to each Client.
5. "Date of Commencement of Use" refers to the date on which it is possible to start using the Service.
6. "Online Notification" refers to a method of making announcements which uses telecommunication lines such as posting on the Company’s website or email, etc.
Article 1.3 (Basic Contractual Nature)
1. These Rules shall apply to individual target licenses in the event that Users use multiple licenses for the Service.
2. The Company may establish separate rules as necessary in addition to these Rules. In such cases, these Rules shall also apply unless otherwise specified.
3. The Company may alter all or a part of these Rules without the Client’s consent. Furthermore, Clients shall comply with updated versions of these Rules.
4. In the event that these Rules are altered, the Company shall notify the Administrator and the method of notification used shall be Online Notification. Furthermore, unless otherwise specified in the content of the Online Notification, altered Rules shall be effective from the point in time that the notification is transmitted, and the new Rules shall apply even if the Administrator fails to receive notification or the Administrator fails to confirm notification.
Section 2 - Service Content
Article 2.1 (Service Content)
The Service involves the management of Client data and Users may use the target data via the internet. Users may use the Service by connecting to management server equipment specified by the Company via the Internet in accordance with that set forth in these Rules.
Article 2.2 (Alterations to Service Content)
1. The Company may alter the service fee in whole or in part in the event that the cost of continuing the Service such as outsourcing fees, maintenance fees, telecommunication costs, etc. for equipment, facilities and telecommunication lines and software arranged by the Company for the provision of the Service (hereinafter referred to as the "Company's Equipment, etc.") rise significantly, and the Company may revoke the Service and change over to a new service which continues the Service content.
2. Data recorded as a result of Users using the Service shall be backed up by Users or the Administrator.
Article 2.3 (Suspension of Services)
1. The Company may suspend provision of all or a part of the Service in the event that any of the items in this Article are applicable. The Company shall not assume any responsibility whatsoever even if Clients incur damages following the suspension of the Service.
2. The Company shall notify the Administrator via email or via the Company's website (http://www.esolia.com, http://esolia.co.jp, https://prodb.esolia.net) at least one (1) month in advance in the event that the Company suspends the Service for repairs, checks, maintenance, upgrading or expansion, etc. of the Company’s Equipment, etc. Such notification shall be valid from the time it is transmitted and failure of the notification to reach the Administrator or failure on the part of the Administrator to check the notification shall not affect the validity of the notification.
3. The email or Company website notification term set forth in paragraph 2 of this Article may be shortened when an emergency response is required such as when accidents occur.
4. The Company shall notify the Administrator in the event that any of the following items are applicable. In such cases, prior notification of the suspension of the Service need not be given. Such notification shall be valid from the time it is transmitted and failure of the notification to reach the Administrator or failure on the part of the Administrator to check the notification shall not affect the validity of the notification.
(a) When application forms or submitted documents are inadequate
(b) When details stated on application forms have changed such as addresses, telephone numbers, the Administrator, etc., and alteration procedures have not been taken
(c) Defects in the Company's Equipment, etc.
(d) When the Company has acknowledged that it is necessary to discontinue use of the Company’s Equipment, etc. as a means to prevent a computer virus
(e) When the Company has not been preliminarily informed of service discontinuation attributable to a contractor contracted with the management and operation of the Company's Equipment, etc.
5. The Company may terminate the Service, suspend the Service or take any other measures necessary, without notifying the Administrator when Clients, Administrators, or Users fall under any of the following items.
(a) When Clients or Administrators have submitted fallacies
(b) When acts have occurred or are at risk of occurring which infringe the honor, credibility, or privacy of the Company or a third party
(c) When acts have occurred or are at risk of occurring which infringe the copyrights or other intellectual property rights of the Company or a third party
(d) When acts have occurred or are at risk of occurring which result in the loss, damage, or plagiarism of the Company or a third party’s system or data
(e) When payment of usage fees by Clients cannot be confirmed
(f) When IDs or passwords have been abused or when it is judged that there is a strong possibility that IDs or passwords have been abused
(g) When illegal acts or acts which easily incite illegal acts, or acts at risk of being or inciting illegal acts have been acknowledged as having occurred
(h) When acts which hinder the Company's provision of the Service or acts at risk of injuring provision of the Service have been acknowledged as having occurred
(i) When acts which hinder or inflict damage on third party's use of the Service or acts at risk of injuring or inflicting damage had been acknowledged as having occurred
(j) When these Rules have been violated
(k) When it is not possible to provide the Service due to an act of providence such as a major disaster
(l) When it is not possible to contact an Administrator or when the whereabouts of an Administrator are unclear
(m) When there are unavoidable reasons due to equipment maintenance and construction work by the contractor subcontracted with the management and operation of the Company's Equipment, etc., or by telecommunications operators, or due to circuit disruption or natural disasters, etc.
(n) When a Client representative is subject to seizure or coercive collection, or files a petition for bankruptcy, or is subject to a ruling for commencement of curatorship or a ruling for commencement of guardianship
(o) When a Client has filed a petition for bankruptcy, civil rehabilitation procedures, corporate reorganization procedures, or special liquidation, or is subject to disposition by the suspension of business by clearing houses, seizure, or coercive collection
(p) When the Service is suspended or terminated following a request by a Client or an Administrator
(q) When there are any other rational reasons deemed necessary by the Company
Section 3 - Applications for Use
Article 3.1 (Applications and Establishment of Agreements)
1. Use of the Service shall commence once payment method and timing has been confirmed after the enactment of the usage agreement for the use of Service.
2. The Company may not approve applications in the event that any of the following items are applicable to Clients.
(a) When application details are false, incomplete, incorrect, or partially illegible
(b) When the Company has revoked eligibility to use the services provided by the Company due to a previous violation of the rules
(c) When there are any other circumstances in which the Company deems the applicant inappropriate as a Client and has indicated such reason to the Client
Article 3.2 (Term of Agreement and Renewal)
1. The shortest fee-based usage term for Clients shall be one (1) month.
2. Unless amendment procedures or cancellation procedures have been taken, usage terms shall be automatically renewed each month after the expiration of the initial usage term.
Section 4 - Usage Fees and Method of Payment
Article 4.1 (Charge Criteria)
1. Fees for use of the Service shall be determined according to the number of additional licenses.
2. The Service is a pre-paid hosting service. Users shall be deemed to have agreed to the condition that they pay fees prior to receiving the service. There is no agreement. Furthermore, there are no registration fees or cancellation fees for the use of the service.
Article 4.2 (Contract Termination)
The Service may be canceled at any time. The Company agrees to refund unused services (refunds shall be in monthly units in the event that more than one (1) month's worth of fees have been paid in advance). The Company retains the right to suspend provision of the service to Clients in the event that it is not payment or payment procedures cannot be confirmed. The Company sell guarantee a flat rate price for as long as Clients continue to use the Service.
Article 4.3 (Invoice and Payment)
1. The Company shall invoice usage fees requested in accordance with payment criteria set forth in these Rules to Clients, and Clients shall assume the obligation to pay according to the methods set forth in this Article and by the deadline.
2. Clients shall be responsible for various expenses relating to payment of usage fees such as bank transfer charges.
Article 4.4 (Service Suspension)
Fees shall be charged even when services are suspended, however usage fees for one (1) month shall be reduced by 100% in the event that service is suspended for 15 days or more during that period from the first day to the last day of such month due to a reason attributable to the Company.
Section 5 - Usage
Article 5.1 (Appointment of Administrators)
1. Clients shall appoint an Administrator and shall inform the Company to such effect.
2. The Administrator shall be a specific individual, and shall assume responsibility for management set forth in these Rules and in other rules set forth in Article 3.
3. Clients are obliged to notify the Company immediately in the event that the Administrator changes.
Article 5.2 (Notification of Alterations)
1. Clients are obliged to notify the Company of alterations immediately according to the method set forth by the Company either themselves or via their Administrator when any of the following items are applicable.
(a) When intending to alter an address or location
(b) When intending to alter a corporate name or trade name
(c) When intending to alter the representative or business owner
(d) When intending to alter their telephone number or Administrator's e-mail address
(e) When intending to alter the payment method or details of the various notifications necessary for payment
(f) When intending to alter the Administrator or Administrator contact details
2. In the event that the Company deems certain documents to be necessary, Clients must submit such documents.
3. Clients must immediately notify the Company in the event that they correspond or are at risk of corresponding to item 14 or item 15 of paragraph 5 of Article 6.
Article 5.3 (Client Environment Maintenance)
Clients are responsible for preparing at their own expense, the purchase, installation, telecommunications charges and connection charges, etc. for equipment and terminals and telecommunications lines required by Users in order to use the Service.
Article 5.4 (ID and Password Management)
The Administrator shall assume responsibility for managing customer codes and all Service User IDs, and the Company is shall not assume any responsibility for damages incurred by Clients due to Service User ID or password leakages. Furthermore Clients shall assume responsibility in the event that the Company or a third party suffers damages due to unlawful use or inadequate management of Service User IDs loaned to Clients.
Clients shall manage all Service User IDs and passwords with the same care with which they manage their own similar assets so as to ensure that such Service User IDs and passwords are not disclosed to third parties other than the Client's subcontractors or divulged or wrongfully used; provided however that Service User IDs and passwords may be disclosed in the event of a lawful or orderly information inquiry from a prosecutor, the police or a regulatory authority.
Article 5.5 (Safety and Reliability)
1. PROdb is installed within a high security data center. The facilities, which have a biometric authentication lock, are managed 24 hours a day 365 days a year using a surveillance system, and are doubly equipped with a diesel powered generator as an emergency power supply source in emergencies. Furthermore, multiple connections are necessary to reach the Internet backbone via Savvis, Level 3, and AT&T and the structure is such that it is not easy to enter. Moreover, the facilities are also equipped with advanced fire extinguishing functions.
2. PROdb uses a MS SQL server and is managed using a redundant Dell Power Edge server.
3. Client data is automatically backed up once a day and regular backups to Client PCs and servers is also possible.
4. The platform itself guarantees four (4) types of key security.
(a) Privacy - Internet browser: data exchange between systems is all encrypted using SSL. When viewing sites starting with https:// it is possible to check the encryption status by clicking on the lock icon, which means it is a secure site.
(b) Authentication - all aspects of PROdb are protected using authentication requests, and are checked with each access in order to strengthen security. Official access is not possible unless part of the data is disclosed in accordance with the design and configuration.
(c) Segmentation - each database application is fully partitioned and linking between applications is not permitted. Even if two (2) application licenses have been acquired from the Company, data cannot be combined unless data is exported and imported.
(d) Access Security - each user has been given a role within the system and the Company has established access for such roles through the design of the system. Certain roles have been granted complete access authority whilst other roles only have specific access authority.
Article 5.6 (Third Party Use)
Users shall agree not to resell services or use services commercially without the explicit written consent of the Company, and Users shall be deemed to have consented to taking full responsibility for unlawful use of accounts by third parties.
Section 6 - Confidentiality
Article 6.1
The Company shall not disclose that information which they become aware of in the course of their work which can identify individuals to third parties without the agreement of the individual concerned; provided however that this limitation shall not apply when the Company has the obligation to disclose such information in accordance with an inquiry from a public agency based on the law or in accordance with the law.
Article 6.2
The Company may use required information without obtaining consent from Clients when any of the following are applicable.
(a) When using to gather and analyze information used within the Company
(b) When using as an information source for materials created in order to explain the Company's services
(c) When Clients correspond to item 6 of paragraph 5 of Article 6
(d) When a lawful or orderly information inquiry has been made by a prosecutor, the police or a regulatory authority
Article 6.3
The Company may use Client's registered information in the Service within the scope of this Section even after the termination of this agreement.
Article 6.4
The Company may obtain managerial data such as on the state of data registration, data communication volume, and the connection situation, etc. relating to use of the Company's Equipment, etc. for each Client in order to provide a steady Service. The Company shall be responsible for the careful management of such managerial data, and data may not be used, browsed, or disclosed, etc. for any purpose other than the stable provision of the Service.
Section 7 - Miscellaneous Provisions
Article 7.1 (Immunity)
1. The Company shall not make any guarantees, except for that set forth in these Rules, regarding the outcome of the use of the Service by Clients, and the integrity, completeness, accuracy, reliability, and usability, etc. of all the data recorded using the Service.
2. The Company shall not assume responsibility or obligations to return usage fees, except for that set forth in these Rules, with regard to Client damage incurred in relation to delays, discontinuation, alterations, suspension or abolition of the Service.
3. The management of IDs and passwords shall be carefully conducted by Clients based on instructions from the Administrator. Use of the Service using IDs verified using a password shall at all times be deemed to be used by legitimate Users and the Company shall not be responsible for unlawful use even in the case of use by Users who are not the rightful Users.
4. The Company shall only guarantee the Company's Equipment, etc. for use in the Service by Clients and shall not assume any responsibility whatsoever for telecommunications lines, equipment, facilities, and software, etc. in order to connect the Company's Equipment, etc.
Article 7.2 (Indemnity)
1. The Company shall not assume responsibility for any compensation for damages in the event that there has been no intentional or gross negligence regarding the fulfillment of obligations under these Rules.
2. Clients shall be deemed to have agreed to protect, compensate, and safeguard the Company and their business partners and transferees from all detriment. Accordingly, in the event that the Company suffers direct or indirect damage due to a Client corresponding to paragraph 5 of Article 6 or violating these Rules, Clients shall be obliged to compensate for damages following a claim for compensation for damages in accordance with the Company's calculation criteria, regardless of whether or not the Service has terminated.
Article 7.3 (Copyright)
The Company shall have copyright for all or a part of the system and software created by the Company in order to provide the Service (including the right to prepare secondary works and the right to use such works), and Clients shall not, without permission from the Company, copy, alter, distribute, loan, or use in any other potential format the starter kit and target applications over and above the scope permitted in these Rules. Furthermore, Clients shall not use trademarks (including service marks) owned by the Company without permission from the Company.
Article 7.4 (Court with Jurisdiction)
The Tokyo District Court shall be the court with exclusive jurisdiction in the first instance in the event that any disputes arise between the Company and Clients in relation to the use of the Service.