オフライン状態です。これはページの読み取り専用バージョンです。
PLEASE READ THE FOLLOWING SITE USE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES PROVIDED ON THIS SITE. BY CLICKING ON THE "AGREE" BUTTON BELOW, YOU (ON BEHALF OF YOURSELF ("YOU") AND THE COMPANY YOU REPRESENT ("YOUR COMPANY")) AGREE TO BECOME BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DISAGREE" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. THE ACCEPTANCE OF TOYOTA MOTOR CORPORATION ("TOYOTA") IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU HAVE ENTERED INTO A PRIOR SITE USE AGREEMENT WITH TOYOTA, THEN THIS AGREEMENT WILL AMEND AND RESTATE SUCH PRIOR AGREEMENT IN ITS ENTIRETY.
TOYOTA has established this site ("Central Media Hub" and "Vehicle Picture Generator", collectively "Site") for the purposes of (i) facilitating the sales and purchases or sharing of products and marketing information and sales promotion tools between TOYOTA and TOYOTA's distributors, (ii) confirming visual products information specialized in YOUR country specification and generating still images for sales promotion on YOUR own by selecting specifications, and (iii) introducing the background, know-how and assets for vehicle / brand promotion and promoting the communication among the Authorized Users (as defined below). YOUR right to access the Site is subject to the following terms and conditions:
When used in this Agreement, each of the following terms have the
meaning set forth below:
(1) "Authorized Users" means the persons
appointed by YOUR COMPANY who have entered into their own respective
Site Use Agreement and registered with TOYOTA pursuant to Article 4(1)
of this Agreement.
(2) "Distributor Agreement[s]" means the
distributor agreement or agreements between YOUR COMPANY and TOYOTA
and/or TOYOTA's designated third party ("Designated Party") wherein
TOYOTA or Designated Party granted YOUR COMPANY the right to
distribute Toyota brand and/or Lexus brand vehicles, parts, and
accessories. In case YOUR COMPANY does not have any Distributor
Agreement with TOYOTA nor any Designated Party and YOU are granted
permission by TOYOTA to access the Site at the full understanding of
the purpose as written in the recital and subject to the terms in this
Agreement, the term 'Distributor Agreement[s]' when used in this
Agreement shall be replaced by (and read as if it were a reference to)
the certain name(s) of any and all agreement(s) which is executed
between YOUR COMPANY and TOYOTA or any Designated Party, including but
not limited to, a shipper agreement or an agreement for appointing and
the operation of a Toyota authorized service station.
(3) "Site
Information" means all assets, materials or information displayed or
made available to YOU through the Site network. The Site Information
includes products and marketing information and sales promotion
tools.
(4) "Participating Companies" means TOYOTA's distributors
and certain other parties (including YOUR COMPANY) who have been
granted the right to access the Site by TOYOTA.
(5) "Provider"
means a company, including but not limited to TOYOTA and TOYOTA's
Distributor, who provides the Site Information to YOU through the
Site.
(6) "Services" has the meaning described in Article 3 of
this Agreement.
(7) "YOUR COMPANY's Information" means any
information which has been provided by YOUR COMPANY to TOYOTA pursuant
to the Distributor Agreement[s] or this Agreement and a part of or all
of which will be included in the Site Information by TOYOTA pursuant
to Article 9 of this Agreement.
TOYOTA hereby grants YOU a non-exclusive right to access the Site through internet, as may be separately agreed between TOYOTA and YOU, during the term of this Agreement.
(1) TOYOTA provides YOU with access to the Site Information and
services which are selected by YOU through the process provided on the
Site (collectively, the "Services").
(2) YOU hereby acknowledge
and agree that the Services available to other Authorized Users may be
different from one another depending upon the title, job
responsibility and options selected by TOYOTA.
(3) TOYOTA may
change, suspend or discontinue some or all of the Services at any
time, including the availability of any feature, database, or content.
TOYOTA may also impose limits on certain features and Services or
restrict YOUR access to parts or all of the Services without notice or
liability.
(4) All Site Information is protected by copyright.
YOU agree to abide by all copyright notices, copyright expiration,
authorized media, information and restrictions contained in each Site
Information or other content accessed through on the Site or the
Services.
(1) As a condition to using the Services, YOU are required to register
YOUR information with TOYOTA to obtain individual ID for access to the
Site ("User ID"). YOU represent that YOU provided and will continue to
provide TOYOTA with accurate, complete and updated registration
information. Failure to do so shall constitute a breach of this
Agreement, which may result in immediate termination of YOUR account
(and, in such case, shall result in termination of this Agreement
pursuant to Article 11 of this Agreement). YOU may not (a) select or
use as a User ID a name of another person with the intent to
impersonate that person; or, (b) use as a User ID a name subject to
any rights of a person other than YOU without appropriate
authorization. TOYOTA reserves the right to refuse registration of or
cancel a User ID in its discretion without liability.
(2) YOU
hereby represent and warrant that YOUR COMPANY has appointed YOU as an
Authorized User and acknowledge and agree that the Authorized Users
shall be the only persons permitted to access the Site on behalf of
YOUR COMPANY. YOU agree to cause YOUR COMPANY to take all measures,
including but not limited to setting password to access the Site and
managing the password properly, to prevent unauthorized access to the
Site by any person other than Authorized Users and to comply with all
confidentiality obligations under this Agreement.
(3) In case
YOUR COMPANY wishes to cancel any Authorized User(s), YOUR COMPANY
shall obtain TOYOTA's prior consent by submitting to TOYOTA with the
User ID of the Authorized User(s) to be canceled with the reasons for
the cancel.
(4) In case YOU violate any terms of this Agreement
(including, without limitation, any of YOUR confidentiality
obligations), TOYOTA shall have the right to cancel YOUR User IDIn
case YOU violate any terms of this Agreement (including, without
limitation, any of YOUR confidentiality obligations), TOYOTA shall
have the right to cancel YOUR User ID.
(5) In case YOU do not
access the Site for a period which is deemed too long in TOYOTA's sole
and reasonable discretion, TOYOTA may immediately cancel YOUR User ID.
If YOU wish to re-activate YOUR User ID canceled, YOU shall take
re-activate process by YOURSELF with necessary information separately
designated by TOYOTA.
(6) In case that TOYOTA receives an error
message from YOUR registered email address in reply to an email notice
sent by TOYOTA, then TOYOTA may immediately terminate this Agreement
and all the rights granted to YOU under this Agreement shall
automatically be revoked as further described in Article 11(5) of this
Agreement.
(1) YOU and YOUR COMPANY may use (a) the products and marketing
information without charge because the Provider, including TOYOTA,
provides them for YOU as a responsibility of a manufacturer and (b)
the sales promotion tools with any charge under the beneficiary
liability policy.
(2) YOUR COMPANY shall pay the fees charged
pursuant to Paragraph (1) above to TOYOTA under the conditions
separately agreed between TOYOTA and YOUR COMPANY.
(3) YOUR
COMPANY may deduct from the fees charged pursuant to Paragraph (1) of
this Article any taxes which YOUR COMPANY is required under the law of
YOUR COMPANY's country to pay for the account of the Provider,
provided that YOU shall pay such taxes on behalf of and in the name of
the Provider and furnish that Provider, through TOYOTA, with proper
certificates for the same from the authorities concerned, to enable
the Provider to obtain credit therefor against its taxes in the
Provider's country. Handling fees or any other expenses incurred in
remitting the amount of fees shall be for the account of YOUR COMPANY
and shall not be deducted from that amount.
(1) YOU may use any Site Information for any purpose to improve YOUR
COMPANY's sales operations of Toyota brand products and/or Lexus brand
products subject to the conditions particularly set forth in each Site
Information. Use for any other purpose requires TOYOTA's prior written
consent.
(2) YOU may copy, modify or process the Site Information
with YOUR full responsibility subject to the conditions particularly
set forth in each Site Information.
(3) YOU are responsible for
YOUR activity in connection with the Services and accessing the Site
network. Any fraudulent, abusive, or otherwise illegal activities are
particular grounds for termination of this Agreement and of YOUR right
to use the Services and/or access the Site.
(4) Use of the Site
or the Services to violate the security of any computer network, crack
passwords or security encryption codes, transfer or store illegal
material, or engage in any kind of legal activity are expressly
prohibited.
(5) YOU agree not to run any form of auto-responder,
or "spam" on the Site network, or any processes that run or are
activated while YOU are not logged in.
(6) YOU shall report any
bug(s) or problem(s) that are found when YOU use the Site to the Site
Webmaster (iz-cmhwebmaster@mail.toyota.co.jp) promptly.
(7) YOU
shall use a computer with appropriate security measures that is
authorized by YOUR COMPANY when YOU access to the Site.
(1) YOU acknowledge that the copyrights and all other proprietary
rights in and to the Site and the Site Information, including but not
limited to the texts, graphics, data, scripts, codes and application
software contained in the Site and the Site Information, belong to the
Provider.
(2) In the event YOU post to the Site any form of
information, YOU shall grant to Provider, by posting the said
information, non-exclusive, free, sub-licensable and transferable,
freely available license for the posted information.
(1) YOU understand that the Site Information might include (a)
technical information, trade secret or other information belonging to
the Provider or other third party that are protected by laws related
to intellectual property rights and/or unfair competition law and (b)
personal information of a third party that is protected by laws
related to privacy, rights of publicity, libel and/or defamation.
Accordingly, when YOU use any Site Information, YOU shall take all
necessary precautions not to infringe upon any right of a third party
by, for example, obtaining, through TOYOTA, prior consent from the
Provider.
(2) TOYOTA has no special relationship with or
fiduciary duty to YOU. YOU acknowledge that TOYOTA has no control over
(a) what content YOU (or any other Authorized Users) access via the
Site network, (b) what effect the Site Information might have on YOU,
(c) how YOU might interpret or use the Site Information or (d) what
actions YOU might take as a result of having been exposed to the Site
Information.
(3) YOU HEREBY RELEASE TOYOTA AND THE PROVIDER FROM
ALL LIABILITY FOR THE SITE INFORMATION YOU OBTAINED THROUGH THE SITE
NETWORK. UNLESS EXPRESSLY AGREED IN WRITING, TOYOTA AND THE PROVIDER
MAKE NO REPRESENTATIONS CONCERNING AND ARE NOT RESPONSIBLE FOR:
(A)
THE SITE, THE SITE INFORMATION, THE SERVICES OR ANY OTHER CONTENT
CONTAINED IN OR ACCESSED THROUGH THE SITE NETWORK,
(B) THE
SUITABILITY OF THEM FOR ANY PURPOSE,
(C) FUNCTIONALITY,
MAINTENANCE, USE AND/OR OPERATION OF THE SITE,
(D) THE ACURACY,
COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF THE SITE INFORMATION,
AND
(E) THE SAFETY OF THE SITE NETWORK OR THE SITE INFORMATION
AGAINST DISRUPTION OR SUSPENSION OF ITS FUNCTION, ERROR OR
INFILTRATION OF COMPUTER VIRUS OR ANY OTHER TROUBLE OF SIMILAR OR
DISSIMILAR NATURE THAT MAY ARISE FROM THE USE OF THE SITE NETWORK.
(4)
ANY SERVICES, INFORMATION AND SOFTWARE ARE PROVIDED ON AN "AS IS"
BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
(5) IN NO
EVENT TOYOTA AND THE PROVIDER ARE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR ANY OTHER DAMAGES
WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION,
ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE USE OR PERFORMANCE
OF THE SITE NETWORK, THE SERVICES, THE SITE INFORMATION AND/OR YOUR
BREACH OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT.
(1) YOU hereby confirm that YOU shall provide TOYOTA with the YOUR
COMPANY's Information. YOU agree that TOYOTA may, in its sole
discretion, include all or a part of YOUR COMPANY's Information into
the Site and copy, modify and/or process it. TOYOTA also may make YOUR
COMPANY's Information (with or without such copy, modification and/or
processing) available to the other Participating Companies through the
Site network as the Site Information under the same terms and
conditions as those provided in this Agreement, without making any
payment of consideration therefore to YOU or YOUR COMPANY.
(2)
YOU represent that YOUR COMPANY's Information does not include any
information that violates the laws related to intellectual property
rights, unfair competition, privacy, rights of publicity, libel and/or
defamation.
(3) By providing any personal information to TOYOTA,
YOU consent to the collection and use of the personal information in
accordance with the purposes described in TOYOTA's privacy statement
[See Supplementary Notes below].
(1) YOU shall not disclose to any third party other than the
Authorized Users, without a prior written approval of TOYOTA or the
Participating Company which has offered the particular Site
Information ("Disclosing Company"), (a) the Site Information
identified as confidential with or without any modification and/or
processing thereof, (b) User ID and (c) any other information provided
by the Disclosing Party to YOU for accessing the Site ("Confidential
Information").
(2) YOU shall not use the Confidential Information
for any purpose other than the purpose of this Agreement or beyond the
extent specifically permitted in writing by the Disclosing Party.
(3)
YOU recognize that a breach of this Article 10 of this Agreement would
irreparably harm the Disclosing Party and that the Disclosing Party is
entitled to seek a court order (including, without limitations,
injunctions) in any court of competent jurisdiction with respect to
any such breach or potential breach in addition to any other
remedies.
(1) This Agreement shall become effective upon YOUR acceptance by
clicking on the "AGREE" button below and shall continue for an
indefinite period unless terminated in accordance with the provisions
of this Article.
(2) This Agreement shall automatically terminate
upon termination of the Distributor Agreement[s] for any reason.
(3)
TOYOTA may terminate this Agreement:
(i) immediately upon
TOYOTA's written notice to YOU in case that YOU breach the provisions
of Articles 4(1), 6 or 10 of this Agreement,
(ii) by serving a
written notice to YOU in case YOU breach any other provisions of this
Agreement and do not rectify the breach within thirty (30) days from
the date on which TOYOTA sends YOU a written notice complaining of
that breach, or
(iii) immediately upon TOYOTA's written notice to
YOU in case as provided in Article 4(4) of this Agreement.
(4)
YOU may terminate this Agreement forthwith by serving a written notice
to TOYOTA in case TOYOTA breaches any provisions of this Agreement and
does not rectify the breach within thirty (30) days from the date on
which YOU send to TOYOTA a written notice complaining of that
breach.
(5) Upon termination of this Agreement for any reason,
the rights granted to YOU under this Agreement, including YOUR
registration and rights to access and use the Site and any Services,
shall automatically be revoked and YOU shall immediately cease and
desist from accessing the Site and using any Site Information that has
been available to YOU prior to the termination. Except in case this
Agreement is terminated by YOU in accordance with Paragraph (4) above,
TOYOTA and the Participating Companies shall have the right to
continue to use the YOUR COMPANY's Information which has been included
into the Site prior to the termination.
(6) Termination of this
Agreement for any reason shall not affect survival of YOUR obligations
provided in Articles 7, 8, 9, 10, 11 and 14 of this Agreement.
(1) TOYOTA reserves the right, at its discretion, to modify this
Agreement at any time by posting a notice on the internet, or by
sending YOU a notice via email or a postal mail. YOU shall be
responsible for reviewing and becoming familiar with any such
modifications. YOUR use of the Services following such notification
constitutes YOUR acceptance of the terms and conditions of this
Agreement as modified.
(2) This Agreement constitutes amendment
and restatement to all former Secrecy Contract for Central Media Hub,
MARKETING PORTAL SITE USE AGREEMENT and SITE USE AGREEMENT entered
into by and between TOYOTA and YOU ("Prior Agreements"), whether by
way of execution of a written agreement or otherwise, and any and all
terms and conditions contained in the Prior Agreements shall be
superseded to the extent restated, added, deleted, modified or
otherwise changed by this Agreement.
Neither party hereto shall be responsible to the other party for non-performance, delay or deficiency in the performance of its respective obligations as a result of strikes, wars, riots, natural calamities, disruption of communication, prohibition by law or any other causes beyond its reasonable control. If there occurs any such event of force majeure, the party concerned shall inform the other party hereto of the occurrence and details of such event as soon as practicable, and after cessation of such event, the parties hereto shall immediately confer and settle matters regarding the performance of this Agreement.
(1) The failure of either party to exercise in any respect right
provided for in this Agreement shall not be deemed a waiver of any
further rights under this Agreement.
(2) TOYOTA shall not be
liable for any failure to perform its obligations hereunder where such
failure results from any cause beyond TOYOTA's reasonable control.
(3)
If any provision of this Agreement is found to be unenforceable or
invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable.
(4) This Agreement is not
assignable, transferable or sublicensable by YOU except with TOYOTA's
prior written consent. YOU hereby acknowledge and agree that TOYOTA
may assign this Agreement wholly or partially to any other TOYOTA
group company without the need to obtain any further consent from YOU
or YOUR COMPANY.
(1) The validity, performance and construction of this Agreement shall
be governed by and interpreted in accordance the laws of Japan.
(2)
Any dispute, controversy or trouble arising from or in connection with
this Agreement shall be brought to an amicable settlement between the
parties hereto.
(3) In case that no satisfactory settlement is
reached, it is agreed that at the request of either party, the
dispute, controversy or trouble shall be finally settled by
arbitration in Tokyo, Japan, in accordance with the rules of the Japan
Commercial Arbitration Association, and the award of the arbitration
shall be final and binding upon the parties hereto. The award shall
include an allocation of the cost of the arbitration proceedings. If
any legal action or proceeding is necessary to enforce such award or
YOUR confidentiality obligations set forth in Article 10 of this
Agreement, the same may be brought in any court of competent
jurisdiction.
This Privacy Policy covers the treatment of personal information
("Personal Information") that TOYOTA gathers when YOU access the Site
and when you use the Services.
TOYOTA shall use YOUR Personal Information obtained from YOU under
this Agreement only for the purposes
(1) to provide the Services
to YOU under this Agreement,
(2) to improve the Site or the
Services,
(3) to comply with any provisions in any applicable
laws and regulations or follow any governmental notification and/or
guidelines, etc., and
(4) to protect human lives or human
rights..
YOU consent to that TOYOTA may provide the Personal Information to its
subsidiaries, its affiliates which TOYOTA controls and its contractor
to the extent only necessary to achieve the purposes above. Even in
such case, TOYOTA shall request them to handle the Personal
Information in a proper manner and TOYOTA shall control the use the
Personal Information by them in a suitable fashion.
TOYOTA may amend this Privacy Policy from time to time. Use of the
Personal Information TOYOTA collects is subject to the Privacy Policy
in effect at the time the information is collected. If TOYOTA makes
amendments in the way TOYOTA use the Personal Information, TOYOTA will
notify you by posting an announcement on the Site or sending a postal
mail.
