Terms of Use

Section 1. Purpose

The Terms and Conditions of Use of NEC Aurora Forum (the “Terms of Use”) shall govern access and use of the service including bulletin board function on NEC Aurora Forum (the " Service") by a user (the “User”) who agrees with the Terms of Use and whose application is accepted by NEC Corporation (“NEC”) in accordance with Section 2. The Terms of Use shall be legally binding contract between the User and NEC.

Section 2. Application for Use of the Service (User Account Registration)

1. An individual or an entity wishing to use the Services (the “Applicant”) shall register information designated by NEC, including, but not limited to, log-in user name as user ID (the “User ID”), password, e-mail address (the "User Information") to apply for the Service on NEC Aurora Forum. The Terms of Use becomes effective and the Applicant shall be deemed to be the User when the Applicant receives an e-mail for registration authentication from NEC and carries out the registration validation procedure designated in such e-mail.
2. If the Applicant is an individual applying for an entity, the Applicant shall represent to NEC that the Applicant has legal authority to enter into binding contract for such entity.
3. In the following cases, the Applicant may not use the Service:
   1. Any or all User Information, at NEC’s judgement, is turned out to be false, , incorrect or incomplete;
   2. Notification from NEC sent to the e-mail address designated in the User Information is undeliverable;
   3. The Applicant has not carried out the registration validation procedure designated in an e-mail sent from NEC.
4. NEC may, at its discretion, limit the User’s use of the Service to read-only. If such User wants to upload any data, file, software or link to the Services, the User shall apply to NEC for such permission through designated process.

Section 3. User ID and password

1. The User shall always keep its User Information up-to-date, complete, accurate and lawful, and shall notify NEC promptly of any change in a manner designated by NEC. If the User Information is incorrect, at NEC’s judgement, NEC may temporarily suspend the User’s use of the Service or terminate the Terms of Use without a notice to the User.
2. The use of the Service or other activities using the User ID and/or password shall be deemed to be the use or acts by the User of such User ID or password. The User shall be solely responsible for any and all activities relating to the use of such User ID and password or unauthorized use thereof. NEC shall not assume any liability for misuse of any User ID and/or password or unauthorized use thereof.
3. The User ID and/or password shall not be disclosed to any third party. Even if the User is an individual and entered into the Terms of Use for an entity, the User ID shall not be shared with or used by other individuals of such entity, unless otherwise NEC permits.
4. If the User ID and/or password are disclosed to any third party or those are used by the third party, the User shall notify NEC immediately.

Section 4. Revocation of user registration and suspension of use

NEC may terminate the Terms of Use with the User or suspend permission to the User to upload any data to the Service, if;

1. any or all User Information is, in NEC’s judgment, turned out to be false, incorrect or incomplete;
2. the User uses the User ID and/or password improperly;
3. the User uses the information provided in the Service illegally and/or improperly;
4. the User fails to comply with any of the Terms of Use; or
5. NEC determines the use of the Service by the User is inappropriate.

Section 5. User’s responsibility

1. If necessary, NEC will notify the User by sending an e-mail to the e-mail address in the User Information. The User is responsible for any loss and damage if such e-mail from NEC is not delivered to the User, and NEC shall not be responsible and liable to such loss and damage.
2. NEC is not responsible for any information disclosed by any User in the Service including, but not limited to, texts, codes, snippets, audio data, video data, images and information attached to images and personal information.
3. In using the Service, the User shall not infringe the rights of NEC and any third party, damage the reputation of NEC and any third party, and violate any law including, but not limited to, copyright law. The User shall resolve all disputes with any third party relating to or arising out of the User’s use of the Service in its own responsibility and expenses and NEC shall not be responsible and liable for such disputes.
4. The User shall use any information disclosed by any other User in the Service in its responsibility. In the event that the User suffers from any loss and damage from the use of information or programs that the User or other Users have uploaded to the Service, the User shall be responsible and liable for such loss and damage, and NEC shall not be responsible or liable to such loss or damage.
5. When the User places links to the Service, the User shall comply with the following:
   1. The User may place links to the Service on commercial websites, non-commercial websites and in intranets. Such links may be made to the Home page (https://www.hpc.nec/) or any other page of the Service; or
   2. The User shall not

      • imply in the link to the Service that NEC endorses the User’s website or the products on the User’s website;
      • use the NEC logo without permission from NEC;
      • incorporate any content from the Service into the User’s site; and
      • present false information about NEC products or services.

   3. The User’s website shall not contain material that could be construed as distasteful or offensive to the Service or NEC.
   4. The User shall immediately remove the link to the Service if the User breaches any of the provisions above.
   5. Any websites of third party linked from this website or linking to the Sevice ("Linked Sites") are managed under each provider's responsibility of the Linked Sites and when the User uses such Linked Sites, the User shall use them pursuant to terms and conditions of such Linked Sites. NEC and its affiliates do not accept responsibilities for the contents of the Linked Sites or any damages caused by using them.

Section 6. Prohibition

The User shall not conduct or shall not be raised a doubt about conducting any of the following;

1. to use, transmit, write or make available to any third party harmful computer programs through or within the Service;
2. to infringe copyrights or other intellectual property rights of NEC or any third party (including, but not limited to, copy, alter, modify, adapt, translate or create derivate works of the software, reverse engineer, decompile, disassemble or otherwise attempt to derive computer source code from the software);
3. to defame, asperse, or damage NEC’s or third party’s reputation;
4. to infringe NEC’s or third party’s property right and privacy right;
5. to use the Services for election campaign or other similar activities;
6. to transmit or write false information or unmeaning information;
7. to modify, alter, delete or erase information which could be used through the Services or contents of the Services without any legal basis;
8. to transmit or write information, texts or, figures which violates public order and good morals;
9. to place an excessive load on the Service or equipment of third party;
10. to impersonate third party to use the Services;
11. to publicize, solicit or act for advertisement or commercial purpose otherwise permitted by NEC;
12. to steal, collect, accumulating, change or use personal information of others, and to manipulate or change the User Information and other User’s information illegal.
13. to violates laws, public order and good morals;
14. to provide services similar to or competitive with the Service;
15. to commit any acts which, in NEC’s judgment, may fall into any of (1) through (14) above; or
16. to commit any other acts which, in NEC’s judgment, interfere with operation of the Services or NEC determines which is inappropriate.

Section 7. Intellectual Property Rights of the Posted Content

1. NEC shall not be responsible for the text data, including but not limited to, posts, comments, self-introduction in user profile open to public, and image, video data and audio data accompany to such posted texts uploaded to the Services (the "Posted Content").
2. The User shall grant NEC the rights to use (including but not limited to the rights to copy, modify, distribute, to sublicense the rights granted to NEC to third party) the Posted Content without charge. The rights granted to NEC by the User pursuant to this Section shall include the rights to sublicense other Users the rights to use the Posted Content through the Service. In particular, the User shall agree to grant other Users the rights to use programs such as, but not limited to code, snippets uploaded to the Service, regardless of commercial or personal use. Pursuant to the rights granted to such Users, such Users may edit, modify and duplicate the Posted Content of other Users on the Service in a manner designated by NEC.
3. To the rights granted to other Users pursuant to Subsection 2 above, there shall be no regional restriction, obligation to accompany copyright notice and other conditions accompanying such rights, and the rights granted by the Users to NEC shall survive any termination of the Terms of Use with the User or any termination of the rights of the User to use the Service, as long as the intellectual property right of the Posted Contents exists.
4. NEC or any third party subcontracted by NEC may use and make available to public the Posted Contents in any manner, including but not limited to, the website of NEC or third party. In this case, NEC may modify including, but not limited to, summarize, excerpt, alter in size or clip such Posted Content. In addition, the User shall acknowledge in advance that if NEC uses the Posted Content, NEC may accompany the User ID or other User Information to such Posted Content.
5. NEC may save or backup the Posted Content at its discretion, and if NEC finds it necessary, NEC may delete or modify the Posted Content without approval of the User who uploaded the Posted Content. The User shall not make an objection against such deletion or modification.

Section 8. Rights granted to the Users for Limited Material from NEC

1. NEC may provide material including, but not limited to, software or manuals which is usually available as a part of commercial version of a product, to limited Users (the “Limited Material”) through specific board which is accessible only from the User who purchased SX-Aurora TSUBASA or participates in trial program of SX-Aurora TSUBASA (the “Limited User”).
2. If separate terms and condition are applied to the Limited Material for use including, but not limited to, copying of the Limited Material, the User shall comply with such terms and conditions to use such Limited Material. 3. The Limited Material shall be disclosed only to the Limited User. The User shall not disclose the Limited Material to any third party.

Section 9. Change or Termination of the Service

1. NEC may change or terminate any part of the Service without prior notice to the User.
2. NEC will announce the change or termination of the Service on the Service in a manner designated by NEC. NEC shall not be liable for any loss or damages incurred by the User from the change or termination under subsection 1 above.

Section 10. Termination

1. The User may terminate the Terms of Use by sending an email for termination to the designated e-mail address (mailing list inqury_aurora_forumweb@hpc.jp.nec.com). Upon or after the notice of termination of the Terms of Use, NEC will delete the registration of User ID of such User.
2. In the event the User fails to comply with the terms and conditions of the Terms of Use, NEC may immediately terminate the Terms of Use with the User without prior notice to the User and delete the Posted Content of the User.
3. The User shall agree and acknowledge that even if the User has any objection to the terms and conditions of the Terms of Use or any changes to the Terms of Use or the contents of the Service, the only action allowed to the User is to terminate the Terms of Use.

Section 11. Effect of Termination

Sections 6, 7, 10, 11 and 14 through 18 shall survive any termination and expiration of the Terms of Use, and NEC may continue to use the User Information and the Posted Contents.

Section 12. Implementation of Questionnaire and Information Distribution

NEC may inquire to the Users by e-mail in relation to the Service. In addition, NEC may deliver to the User information including, but not limited to, advertisement on products or services of NEC or any third party (the "Additional Information"). The Additional Information may include links to external sites. The User shall agree and acknowledge that transactions based on such Additional Information shall be done at User’s own risk and NEC shall not be responsible to or be bound to content of such Additional Information and any transactions or acts based on such content.

Section 13. Distribution of advertisement and analysis

1. NEC does not acquire statistical information of the use of the Service by the User to analyze user trends in the Service.
2. NEC may post advertisements on the Service in accordance with the Terms of Use at NEC’s discretion, and the User shall agree and acknowledge that in advance.

Section 14. Intellectual Property Right of NEC

1. All intellectual property rights, including copyrights (including rights under Article 27 and Article 28 of Copyright Act), moral rights of author (rights under article 18 through 20 of Copyright Act) and know-hows regarding all documents, data, computer programs, thee Terms of Use and any other materials (the “Documentation”) which NEC provides to the User in relation to the Service, shall be vested in NEC or its licensor.
2. The Documentation provided by NEC in the Service may include trade secrets protected by laws and regulations concerning intellectual property rights.
3. Except as expressly stipulated in the Terms of Use, NEC will not transfer or grant any right to the User regarding the Service and Documentation.

Section 15. Disclaimer of Warranty

1. The User shall explicitly agree that the User uses the Service at the User's own risk and NEC will provide the Service "as is".
2. NEC will not guarantee that;
   1. the Posted Content of NEC and other Users in the Service are accurate or appropriate,
   2. the Service is safe or secured,
   3. the information and data in the Service are accurate, legal or moral, up-to-date, appropriate or reliable,
   4. the User Information or the Posted Content will not be lost or
   5. NEC will respond to the Posted Content.
3. NEC will not warrant that: (i) the Service will meet the User’s requirements, (ii) the operation of the Services will be uninterrupted or error-free, or (iii) all Services’ errors will be corrected. NEC DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY CONDITIONS OF QUALITIES, OR ANY WARRANTIES ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING, AND NEC SPECIFICALLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. THE USER HEREBY EXPRESSLY WAIVES ALL WARRANTIES OR CONDITIONS NOT EXPRESSLY SET FORTH HEREIN.

Section 16 Limitation of Liability

1. IN NO EVENT SHALL (i) NEC BE LIABLE TO THE USER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF PROPERTY, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE TERMS AND AGREEMENT; AND (ii) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEC’S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT EVER EXCEED TEN THOUSAND (10,000) YEN.
2. Where (i) the User is an individual and (ii) losses, damages and costs incurred by such User are arising out of an intentional act or the gross negligence of NEC, the limitation of liability set forth in Section 16.1 shall not apply.
3. The User shall use the Service on its own responsibility and at its own expense. In the event of any dispute between the User and any third party arising out of or relating to the use of the Service by the User, the User shall resolve such dispute on its own responsibility and at its own expense, and NEC shall not be liable for any losses, damages and costs incurred by the User and a third party as a result of or in connection with such dispute.

Section 17. Change of the Terms of Use

The Terms of Use may be changed at the convenience of NEC. NEC will announce such change on the Service or in a manner separately designated by NEC. If the User does not terminate the Terms of Use pursuant to Section 10 within a period designated by NEC and continues to use the Service, the Users shall be deemed to have accepted such change.

Section 18. Miscellaneous

1. The Terms of Use is governed by Japanese laws. Further, Tokyo District Court shall have an exclusive jurisdiction over any disputes related to the Terms of Use.
2. NEC shall notify to the User prior to ten (10) days in the Service in a manner designated by NEC when NEC transfers the business related to the Service to third party, and NEC may transfer all rights and obligations of NEC under the Terms of Use by succession, merger, transfer or other means. In addition, in these cases the User acknowledges that NEC may disclose the User Information, the Additional Information and the Posted Contents to the entity or person to whom NEC transfers such rights and obligations.
3. In the event that any provision of the Terms of Use is judged to be in violation of the law by the competent court, such provision shall be interpreted as reflecting the parties’ intention as much as possible with the remaining provision.
4. The illegality, invalidity or unenforceability of any provision or term of the Terms of Use for any reason whatsoever shall not affect the validity of any other provisions or terms of the Terms of Use and the illegal, invalid or unenforceable provision or term shall be severable from the Terms of Use and shall be deemed deleted from the Terms of Use.
5. No failure or delay of NEC to require performance by the User of any provision of the Terms of Use shall in any way adversely affect NEC’s right to require full performance of such provision after that.
6. The User shall agree that any litigation arising out of or relating to the Service shall be filed within one (1) year of the cause of such litigation has occurred and the User shall not litigate thereafter.

Section 19. Export control

The User shall acknowledges that it has the sole responsibility to obtain necessary export licenses in respect of the technical information, data and software the User uploads to the Services.

The User shall, in connection with its use of the Services, comply with all applicable import, export and re-export control laws and regulations of any country having competent jurisdiction, including but not limited to Japanese laws and regulations and U.S. Export Administration Regulations