CloudSignal Terms of Use / On-Premises Special Contract

January 6, 2021

CloudSignal Terms of Use

Revised April 21, 2021

The Terms of Use (hereinafter referred to as the “Terms”) is set forth by MAZIN Inc. (hereinafter referred to as the “Company”) for the provision to our customers when the operation monitoring and analysis system "Cloud Signal" is used in "Signal Lights" sold by PATLITE Inc. (hereinafter referred to as "PATLITE Corporation").The Terms correspond to the standard contracts stipulated in Article 548-2 of the Civil Code, a Japanese law, and when the customer agrees to the Terms as the content of the contract, it is considered that the customer has also agreed to these individual provisions.

Application of the Terms

Article 1: The Terms shall be applied to every use of the Software taking place between the Company and the customer as defined in the next Article.


Article 2: In the Terms, the meanings of the terms listed in the following items shall be as specified in each item.

(1) "Software" refers to the software program and documents related to the operation analysis system developed by the Company for the purpose of use of the "Signal Lights" sold by PATLITE Corporation.
(2) "Device" refers to the "Signal Lights" sold by PATLITE Corporation, which can use the Software.
(3) "Subscription Period" refers to the period of use of the Software.

User Registration

Article 3: The Company shall provide the Software based on the Terms. After the applicant of the Software agrees to the Terms, applies for user registration using the prescribed order form with the particular items specified by the Company, and if the order form is accepted by the Company, the user registration is completed and a contract based on the Terms is established between the Company and the customer, and the Software may be used. If a separate contract is concluded between the Company and the customer regarding the use of the Software, the use of the Software shall start in accordance with the contents of the contract.

2.The Company may not approve the application for user registration if it is determined that the applicant for the registration has the following issues, and the Company does not have an obligation to disclose the reason.

(1) When false information was submitted upon applying for user registration
(2) When the applicant has violated the Terms
(3) When the Company judges that the user registration is not appropriate

License Agreement to use the Software

Article 4: During the Subscription Period, the Company shall arrange the necessary settings for the Device by granting a license (hereinafter referred to as "License") to customers to use the Software, under the conditions that the customer pays the usage fee specified in the Terms.

2.The License is for non-exclusive use by the customer, which may not be duplicated and may not be transferred to a third-party.

Article 5: The Subscription Period is as follows.

(1) From the start date of using the Software (hereinafter referred to as the "Started Using Day") agreed with the customer in advance, to the month that includes the Started Using Day and last day of the month (hereinafter referred to as the "Started Using Month").
(2) The period the customer corresponded to the fee system set forth by the Company. from the 1st day of the following month of the Started Using Month.

2.If the customer does not notify the Company in writing (including electronic means such as e-mail. The same shall apply hereinafter) by the end of the previous month of the requested expiration date, the same conditions and subscription period will be automatically renewed and will continue to do so hereinafter.

User Fees

Article 6: The customer shall pay to the Company the usage fee of the Software (hereinafter referred to as "Usage Fee") in accordance with the fee system set forth by the Company.

2.The customer, unless otherwise agreed, shall pay the Usage Fee set forth in the preceding paragraph according to the payment method specified by the Company on the last day of the month according to the closing date, with the last day of each month as the closing date. The transfer fee or other expenses required for the payment shall be borne by the customer.

3.The Usage Fee for the period less than one month shall be calculated on a daily basis for that month, and any fraction less than one yen shall be rounded down.

On-Premise Special Contract

Article 7: If the customer installs and uses the program on the Device specified by the customer without the use of Cloud service for the Company Software (hereinafter referred to as "On-Premises"), the attached "On-Premises Special Contract" shall take precedence over the Terms.

Customer ID and Password Management

Article 8: The customer shall be responsible to properly manage their Customer ID and Password for the Software.

2.Customers may not transfer or lend or share their Customer ID or password to a third-party, under any circumstances. If the customer logs in with the Customer ID and password that matches the registered information, the Company will consider the user as the customer who registered for the Customer ID.

3.The Company shall not be liable for any damages caused by the use of the Customer ID and password by a third-party unless the Company has intentional or serious negligence.

Company Rights

Article 9: The Company retains all intellectual property rights including the ownership and copyright of the Software and related documents, and in any way, the Company does not transfer the ownership or intellectual property rights related to the Software to the customer.


Article 10: Regardless of whether the customer is in the Subscription Period or not, the disclosed technical or business information (hereinafter referred to as "Confidential Information") from the Company must be handle as confidential, and without the prior consent of the Company, may not disclose the information to a third-party, with the exception of the following cases.

(1) Any information that is known by the receiving party at the time of the discloser.
(2) Any information that has legally been obtained by the receiving party from a third-party as to which information the receiving party owes no confidentiality obligations.
(3) Any information that the customer independently acquired or created regardless of the information disclosed by the Company after receiving the disclosure.
(4) Any information that is publicly known at the time of the disclosure.
(5) Any information that became known publicly after receiving the disclosure due to reasons that cannot be attributed to the customer.

Prohibited Acts

Article 11: The customer must not do any of the following when using the Software.

(1) Acts that violate laws or public order and morals
(2) Acts related to criminal activities
(3) Acts that infringe or may infringe copyrights, trademark rights, intellectual property rights, privacy, and other rights or interests contained in the Software, such as the contents of the Software
(4) Acts that damage or interfere with the functions of our Company, other users, or other third-party servers or networks
(5) Acts to commercially use the information obtained by the Software
(6) Acts that obstruct the operation of our Software, damages the reputation or credibility of our Company, or acts that may cause this to happen
(7) Unauthorized access or attempts to do so
(8) Acts of sending harmful computer programs such as viruses to the Company, or third-party, unauthorized access to the Company, or attempts to perform these acts
(9) Acts to use the Software for improper purposes
(10) Acts that cause disadvantage, damage, or discomfort to other users of the Software or other third-parties
(11) Acts of illegally obtaining the Software from a third-party
(12) Publicity, advertising, inducement, or business activities on the Software that are not licensed by the Company
(13) Acts that in connection with the Software directly or indirectly benefit Anti-social Forces
(14) Reverse engineering, decompiling, or disassembling the Software
(15) Other acts that the Company deems inappropriate

Suspension to Use the Software

Article 12: The Company may suspend or stop providing the Software use entirely or partially without prior notice to the customer, in the case of the following events:

(1)When performing maintenance inspection or updating of the computer system related to the Software
(2)When it becomes difficult to provide the use of the Software, due to force majeure such as earthquake, lightning, fire, power outage or other natural disasters
(3)When the computer or communication line is disconnected due to an accident
(4)When the Company judges that it is difficult to provide the use of the Software

2.The Company shall not be liable for any disadvantage or damage suffered by a customer or a third-party due to suspension or interruption to the provision of the Software.

Restrictions and Obliteration of Registration

Article 13: In the event that the customer falls under any of the following, the Company shall restrict the use of the Software entirely or partially or obliterate user registration without prior notice.

(1)If you violate any clause of the Terms
(2)When it is found that there is a false fact in the registration items
(3)In the event of default of payment obligations such as fees
(4)If there is no response from the customer when contacted by the Company, for a certain period of time
(5)In other cases, if the Company judges that providing the Software is not appropriate

2.The Company shall not be liable for any damages caused to customers due to the actions performed by the Company based on this Article.


Article 14: Customers can withdraw from using the Software by the withdrawal procedure specified by the Company.

Denial of Warranty and Disclaimer

Article 15: The Company neither explicitly nor implies guarantee toward any factual or legal defects (includes defects in safety, reliability, accuracy, completeness, validity, compatibility to a particular purpose, security or errors or bugs, infringements) in the Software.

2.Notwithstanding the preceding paragraph, if an error or mistake is found in the Software, the Company will notify the customer to provide support on the situation within a reasonable period of time, and if the Company determines that a correction is necessary, the Company perform corrections believed to be appropriate, within a reasonable period of time.

3.The Company shall not be liable for any damages (includes cases where the Company or the customer foresaw or could foresee the occurrence of damage) caused to the customer due to default or illegal acts due to the Company negligence, which are caused by special circumstances.

4.In the case the Company is liable for default, illegal acts, or other damages in relation to the Terms, of the cumulative total of each liability for damages, the Company shall be exempt from liability for damages exceeding the total amount of monthly user fees received from the customer as consideration for the Terms contents.

Change to Software Contents, etc.

Article 16: The Company reserves the right to change the content of the Software or stop providing the Software without notifying the customer, and will not be liable for any damages caused to the customer.

Exclusion of Antisocial Forces

Article 17: The Company may cancel all or part of the contract based on the Terms without giving any notice to the other party if the customer and its related parties (in the case of an individual, it will include a relative within the sixth degree of kinship, a spouse, a relative by affinity in the third degree of kinship, and in the case of a company, it will include a parent company, an affiliated company, and a special interest with the other companies in the case of an affiliated company of another company) fall under any of the following items:

(1) In cases when the customer is a member of Antisocial Forces such as a gang member, organized criminal group member, associate gang member, companies related to gangsters, corporate extortionist, organized crime groups related to social movements or political activity, and organized crime syndicates (hereinafter referred to as "Antisocial Forces"), or used to be a member of Antisocial Forces.
(2) In cases of Antisocial Forces being involved in the management.
(3) In cases of cooperating or engaging in the maintenance and management of Antisocial Forces, or having exchanges by providing funds to Antisocial Forces or performing other related acts.
(4) In cases when you, or by using a third-party perform fraudulent acts, violent acts, or threatening words are used against one of the parties.
(5) In cases when one mentions to one of the parties that they are a part of an Antisocial Force, or that their related party is an Antisocial Force, etc.
(6) In cases when you, or by using a third-party perform an act that damages or may damage the honor, credibility, etc. of one of the parties.
(7) In cases when you, or by using a third-party interfere with or may interfere with the business of one of the parties.

2.If the Company cancels the contract based on the Terms in accordance with the preceding paragraph, the Company shall not be liable for any damages to the customer.

Change to the Terms of Use

Article 18: The Company shall make changes to the Terms at any time, without notice, if it is decided that it is necessary. In addition, if you start using the Software after the Terms have been changed, you will be deemed to have agreed to the updated Terms.

Handling of Personal Information

Article 19: The Company shall appropriately handle personal information (including email address) obtained through the use of the Software in accordance to the Company's “Privacy Policy”, and the customer shall agree to utilize your opinions and other information for the development of Company products.

Notification or Contact

Article 20: Notice or contact between the customer and the Company will be executed with the method laid out by the Company. Unless the changes in the contact information are notified to the Company, the Company will use the currently registered information to notify or contact the customer supposing that the information is valid and has reached the customer.

Prohibition to transfer Rights and Obligations

Article 21: The customer shall not transfer or use as security, the rights or obligations based on the Terms or your user status to any third-party, without the Company’s prior written consent.

Governing Law and Jurisdiction

Article 22: The use of the Software and other interpretations and applications of the Terms, shall be governed by the laws of Japan.

2.In case of any dispute regarding the Software, the court having jurisdiction over the head office location of the Company shall have the exclusive jurisdiction of the first trial.

On-Premises Special Contract

This special contract (hereinafter referred to as ""Special Contract"") shall be applied in the case of On-Premises. In the event of any inconsistency with the Terms, this Special Contract shall prevail.

Contents of this License

Article 1: The customer shall be able to install and use the Software only for the type and number of devices, and the location agreed on paper with the Company.

2.Without the prior written consent of the Company, the customer shall not install the Software on the network server and allow oneself or a third party to access and use the network server from another computer, device, or other devices.

3.The customer cannot copy the Software without the prior written consent of the Company.

4.The customer cannot sublicense, transfer, or transfer or sublease a copy of the Software to a third party without the prior written consent of the Company.

Delivery, Installation, and Inspection

Article 2: The Company shall deliver the Software to the customer at the place designated by the customer on the delivery date separately agreed.

2.The customer shall install the Software on this device and do an inspection within 10 days after delivery (hereinafter referred to as ""Inspection Period""), and immediately after the inspection is completed, a written result shall be submitted to the Company.

3.If the customer does not notify the Company of the inspection result within the Inspection Period specified in the preceding paragraph, the Software will be deemed to have passed the inspection.

Initial Settings and Maintenance Support

Article 3: If the customer requests, the Company will install the Software on the Device and support other initial settings for a fee.

2.If the customer requests, the Company will provide support after the inspection for a fee.

Liability for Non-Conformity, etc.

Article 4: The Software on the delivery date will be provided to one party with the latest version of the contents and functions that can be provided On-Premises, and unless notified within the Inspection Period, the other party does not guarantee what so ever for the specifications or performance, and shall not be liable for any non-conformity.

2.Article 15, Paragraphs 2 and 3 of the Terms shall not apply to the use of the Software On-Premises.

3.If a defect is found in the Software due to intentional or gross negligence by the Company, the correction shall be fulfilled free of charge.

4.The customer shall comply with the update of the Software that the Company deems essential in consideration to the safety of the Software or the Device. However, the update shall be free of charge.

5.If the customer does not respond within 10 days from the date requested by the Company or refuses the update although the Company requested the update based on the preceding paragraph (including the update schedule being postponed due to customer reasons), the Company shall not be liable for any damages caused by using the product without the update, and the customer will be borne to any damages caused to the Company (including attorney's fees and damages claimed by a third party).

Update of the Software

Article 5: Unless otherwise specified in this Special Contract, the customer shall be able to update the Software after the delivery date (including correction of defects) for a fee.

Determination and Payment of Consideration

Article 6: The Usage Fee paid by the customer to the Company shall be agreed upon separately considering the user environment.

2.The consideration for initial setting or maintenance support, the update of the Software, and the payment method shall be agreed upon separately.

3.Regardless of the reason, the customer is not able to request a refund for the consideration already paid to the Company.

Special Contract for the Usage Period

Article 7: Notwithstanding the provisions of Article 5 of the Terms, the Period of Use of the Software provided under the Special Contract shall be indefinite. However, this does not apply if usage is restricted, suspended, or the contract is canceled based on the Terms.