Effective Date: December 8th, 2016
Seiko Epson Corporation
Developer Application Distribution Agreement
Welcome to the Moverio Apps Market (the "Market").
This Developer Application Distribution Agreement (this "Agreement") forms a legally binding contract between you and Epson (as defined below) in relation to your use of the Market to distribute Product (as defined below). Please read this Agreement carefully. In order to use the Market to distribute Product, you must agree to this Agreement. You may not distribute Product on the Market if you do not accept this Agreement, and your distribution of any Product on the Market shall constitute acceptance of this Agreement.
Epson may change, modify or otherwise alter this Agreement in its sole and absolute discretion at any time, with or without notice to you, and also by posting on this web page with respect to notices of changes to this Agreement. You must review this Agreement on a regular basis to keep yourself informed of any such changes. Your use of the Market after any such changes have been made shall constitute acceptance of any such changes.
Article 1. Definition
- Brand Names:
- Trade names, trademarks, logos, domain names, and other distinctive brand features.
- Epson's MOVERIO series smart glasses.
- Developer or you:
- Any person or company who is registered and approved by Epson to distribute Product via the Market in accordance with the terms and conditions of this Agreement.
- Developer Account:
- An account issued by Epson to Developer that enables Developer to distribute Product via the Market.
- Seiko Epson Corporation, a company which is organized and exists under the laws of Japan, having a principal place of business at 6925, Tazawa, Toyoshina, Azumino-shi, Nagano, Japan.
- In-app Purchasing:
- The function that enables you to sell In-app Items (as defined below) to Users for a fee from inside your Products.
- In-app Item(s):
- An additional function, release of restriction, digital item or other content which you sell to Users for a fee via the In-app Purchasing.
- Payment Processing Service:
- The payment processing service provided by the Payment Service Provider that enables a Developer with a Payment Account to receive payment for Products and/or In-app Items distributed by the Developer via the Market.
- Payment Service Provider:
- PayPal Pte. Ltd, having a principal place of business at Temasek Boulevard, #09-01 Suntec Tower 5, Singapore 038985.
- Payment Account:
- A financial account issued by the Payment Service Provider to the Developer that authorizes the Payment Service Provider to remit payments to Developer for Products and/or In-app Items sold by Developer via the Market. To obtain a Payment Account, you must satisfy certain conditions separately determined by the Payment Service Provider.
- Software, content and digital materials developed by you for the Devices and distributed via the Market, including In-app Items, enhancements, upgrades, updates, bug fixes, new versions, other modifications and amendments.
- Any person or company who installs and/or uses Products with Devices.
Article 2. Registration of Developer Account
- If you wish to acquire a Developer Account, you may apply to Epson for a Developer Account by providing true and accurate information as specified by Epson in the MOVERIO Apps Policy ("Registration Information"). If Epson finds your Registration Information to be inaccurate or inappropriate, Epson shall have the right to decline your application. Epson shall not be liable for any damages incurred by you, and shall not be subject to any claim from you, for declining your application.
- If you are under the legal age of majority in accordance with the laws of the country where you reside, you must obtain the consent of your parents, statutory agent, or legal guardian to enter into and fully perform this Agreement.
- You represent, warrant and covenant that:
- You do not (i) constitute an organized crime group or a member thereof, anti-social force, or other similar person or entity ("Antisocial Force"), (ii) have any interaction or involvement with an Antisocial Force, or (iii) assist or be involved in the maintenance, operation or management of an Antisocial Force by way of finance or any other means;
- You are at least the legal age of majority in accordance with the laws of the country where you reside, or if you are under the legal age of majority, you have obtained the consent of your parents, statutory agent, or legal guardian to enter into and fully perform this Agreement;
- You have the full right, power, and authority to enter into and fully perform this Agreement, and to be bound by it; and
- If Developer is a business or other legal entity and not an individual, the individual entering into this Agreement on Developer's behalf represents that he or she has all necessary legal authority to bind Developer to this Agreement.
- You shall be responsible for keeping and maintaining your login ID, password offered by Epson and/or Registration Information in an appropriate and secure manner. You shall be, and Epson shall in no event be, liable for any damages arising out of your failure to keep and maintain your Registration Information in an appropriate and secure manner. You agree to accept responsibility for all activities that occur under your login ID or password.
- You shall not transfer to a third party, loan or sell your Developer Account, or permit any third party to use your Developer Account.
- You shall promptly notify Epson of any change to your Registration Information.
- Epson may limit the number of Developer Accounts issued per Developer.
- If you wish to install or use Product from the Market as a User, you need your own User account and you cannot use your Developer Account.
- Epson reserves the right to suspend or terminate your Developer Account, without prior notification, in the event of any of the following, and Epson shall not be liable for any damages incurred by you, and shall not be subject to any claim from you, due to the suspension or termination of your Developer Account.
- Your Registration Information contains falsified data;
- You violate (as determined by Epson in its sole discretion) the terms and conditions of this Agreement;
- Your parents, statutory agent, or legal guardian requests Epson to suspend or terminate your Developer Account; or
- Any other reason that Epson determines, in its sole and absolute discretion, requires suspension or termination of your Developer Account to comply with applicable law, to protect Epson from liability or other adverse effect, or to protect other Users.
- Suspension or termination of your Developer Account shall not release you from any of your obligations arising under this Agreement arising from your use of the Market.
Article 3. Fees and Payment Procedure
- Subject to the terms and conditions of this Agreement, Products may be distributed via the Market using one or more of the following payment schemes:
- Distribute Products free of charge;
- Distribute Products for a fee to by paid by Users via the Payment Processing Service; and/or
- In-app Purchasing that is developed by using a software development kit provided by Epson ("Epson SDK").
- If you develop or provide In-app Purchasing that does not use an Epson SDK in your Product, and thus does not use the Payment Processing Service, you shall implement a payment system other than the Payment Processing Service in your Product. Epson shall not be responsible for any issues arising from any such other payment system or any associated transactions, and you agree to indemnify, defend and hold Epson harmless from any claims, suits or damages arising from your use of any such other payment systems or associated transactions.
- You may distribute Products through the Market with or without charge, and may determine whether you provide In-app Purchasing in your Product. In order to charge a fee for your Products, you must (i) acquire and maintain a valid Payment Account, and (ii) comply with terms and conditions separately provided by the Payment Service Provider.
- If you charge a fee for your Products, you shall set the prices of your Products displayed on the Market ("Sales Price") in either US Dollars, European Euros, or Japanese Yen. Multiple currencies cannot be set for one Product.
- Sales Price means the amount Users actually pay on purchasing your Products. You shall take any and all applicable tax into consideration in setting the Sales Price. The Sales Price must be within the range set forth in the table below based on the currency you have selected.
- If you charge a fee for your Products, you will be responsible for paying Epson a fee for the usage of the Market, which fee shall include the fees charged by the Payment Service Provider for processing the transaction (collectively, the "Transaction Fee").
- The Transaction Fee is 30 percent of the Sales Price of each Product sold via the Market. Epson shall have the right to deduct and retain the Transaction Fee from any payments made to Developer hereunder, or to direct the Payment Service Provider to deduct and remit to Epson the Transaction Fee from any payments made to Developer. Epson reserves the right to change the Transaction Fee in its sole and absolute discretion. If you are not a resident or company in Japan, you shall be liable for all taxes imposed on Transaction Fee.
- You can check the aggregate sales of your Products on your Developer Site each month. Aggregate sales are calculated by multiplying the number of Users who purchased your Products by the Sales Price each month.
- The aggregate sales shown on your Developer Site will not equal the amount you will actually receive. The Transaction Fee from all your sales will be deducted as set forth in Section 7 above and you will receive the balance ("Balance") within 90 days after the date when funds were received, subject to the terms below.
- Payment to you is subject to and conditioned upon confirmation that payment from the User to the Payment Service Provider has been properly processed and funds are available for distribution.
- Where a remittance of the Balance cannot be completed due to causes attributable to you (including but not limited to suspension or cancelation of your Payment Account), you shall not be entitled to receive payment.
- All payments for distribution of your Products through the Market will be processed by the Payment Service Provider. In no event shall Epson obtain your credit card information and/or bank account information.
- Notwithstanding the foregoing, in the below circumstances, Epson shall have the right to (i) withhold or have all or part of the Balance withheld, (ii) deduct any damages that Epson incur from the Balance, or (iii) cause you to return any or all amounts previously paid to you under this Agreement:
- Where Epson determines that you violate any terms and conditions of this Agreement and/or the Payment Service Provider's terms and conditions; or
- Where Payment Service Provider requires a refund of the charges for your Products, or where Epson otherwise determines in its sole discretion to grant a refund to any Users of the charges for your Products.
- If you offer to charge a fee for your Products for the minors under the age of majority, you will obtain express parental or guardian consent prior to charge a fee for your Products by such minor child. Epson shall have no liability and you shall have solely responsible for any issues arising in relation to such payments by such minor child who do not obtain express parental or guardian consent.
- You are responsible for determining if your Product is taxable and the applicable tax rate for each applicable taxing jurisdiction. You are responsible for collecting and remitting taxes to the appropriate taxing authority.
Article 4. Developer's Rights and Obligations
- You agree and acknowledge that (a) all Products distributed by you via the Market are offered and sold by you to Users, and are not offered or sold by Epson, (b) Epson is not a party to such sales contracts, and has no liability under such contract, and (c) Epson is providing the Market only as a service under the terms of this Agreement to facilitate such sales.
- You shall use the Market in strict compliance with (i) this Agreement, (ii) the MOVERIO Apps Policy, (iii) any other agreement or Epson guidelines regarding the Market, and (iv) any and all applicable laws, rules and regulations, including without limitation, local laws, state laws, national laws, and international laws ("Laws").
- Product on the Market may be subject to the export laws and other Laws of Japan, United States and the country where you reside. You must comply with all domestic and international export laws and regulations that apply to the distribution of your Products. These Laws include restrictions on destinations, users and usage.
- You shall use User Information only for the purposes permitted by Users, and ensure all User Information is collected, used, transferred, shared and stored in accordance with all applicable privacy notices and applicable Laws. For the avoidance of doubt, consent of a User requires that the User affirmatively agree and opt-in (as opposed to consent arising from a failure of a User to opt-out).
- Any User name, password, or other login information used with respect to your Product and/or In-app Purchasing shall be encrypted by you when stored.
- You shall hold all User Information in strict confidence and protect all User Information by using the same degree of care (but no less than a reasonable degree of care and a level of care that complies with all applicable Laws) as you use to protect your own personally identifiable information and materials of a similar nature. In no event shall Epson be liable for your collection, use, transfer, sharing or storage of any User Information.
- You are solely responsible for designing your Product to provide Users with a safe user experience with the Device. When designing Products, you agree to avoid the possibility of bodily injury or damage to property and to follow the safety precautions contained in Article 4 of the MOVERIO Apps Policy.
- You are solely responsible for providing accurate information about your Products, and will not make any false, inaccurate, or misleading claims or statements regarding your Products or otherwise mislead Users, whether on the Market or in any marketing materials you may create to promote your Products. In addition, you shall display and provide Users with accurate information about your Products, including but not limited to:
- The fact that you are the seller of, and solely responsible for, your Products;
- Product's name / category / price (if Product is for free, indicate so) / supported language;
- The fact that you impose an age restriction on the use of your Product and/or In-app Purchasing, if any;
- Your contact information, including but not limited to the place of business and the telephone number and email address of the person in charge of inquiries;
- Information about the operating environment, security information, and safety warnings relevant to the safe use of your Product with the Devices;
- Information which is legally required to be provided to Users;
- Information with respect to terms which may disadvantage the Users or which impose certain obligations to the Users; and
- Any other information necessary for using your Product.
- You may choose the distribution area from the areas as designated by Epson where your Product can be distributed to Users via the Market ("Release Area"). Users are also entitled to use Product in areas other than the Release Area and Epson does not warrant that Users use your Product solely in the Release Area.
- You will be solely responsible for support and maintenance of your Product, and for resolving all complaints or claims from Users about your Product and/or In-app Purchasing. You shall deal with Users' demands, complaints or claims regarding your Product and/or In-app Purchasing faithfully and make reasonable effort to solve such demands, complaints or claims.
- Epson shall not be liable for any disputes, suits, damages or claims that arise between and/or among you, Users and any third party. Epson does not share Users' registration information with Developers.
- Users are allowed to reinstall the same Product as Users installed previously and legitimately from the Market for free (regardless of whether it was initially distributed for free or for profit), until you or Epson remove the applicable Product from the Market.
- Epson reserves the right to publish Users' evaluations regarding any Products in the manner determined by Epson. Epson shall not be liable for any ramifications caused by such publication.
- When using the Market, you may not conduct any of the acts listed below. If Epson determines your act falls under any of the following acts, Epson reserves the right, in its sole and absolute discretion, to take any action without any notice to keep and maintain the operation of the Market, including but not limited to removal of your Products from the Market and termination of your Developer Account:
- Acts that violate the terms and conditions of this Agreement, or any applicable Laws;
- Acts against public order and good morals;
- Acts that infringe any intellectual property right, portrait rights, privacy rights, or other rights of any other Developers, any third party, or Epson;
- Acts which constitute, aid, induce, or are linked to crimes, which includes but are not limited to gambling, obstruction of business, fraud, stalking and similar behavior;
- Transmission of computer viruses or other hazardous computer programs;
- Transmission of any information encouraging development and manufacture of weapons of mass destruction, terrorism, and other military acts;
- Transmission, display or provision of any information pretending that it was conducted by a third party (identity theft);
- Use of the Market for any purpose other than distributing your Products via the Market;
- Acts linked to war, terrorism and other military acts, racial discrimination, religious persecution, human trafficking, prostitution, violence, brutality, and/or drug use;
- Provision of Antisocial Forces with profit;
- Transmission of lewd images, child pornography, images of child abuse, or similar information;
- Acts which may threaten to interrupt the operation of the Market;
- Acts that, directly or indirectly, facilitate any acts listed in the preceding items; or
- Any other acts that are deemed by Epson to be inappropriate.
Article 5. Release of the Product
- Your Product shall be subject to "MOVERIO Apps Policy" (Please click here to read the contents of MOVERIO Apps Policy), which describes the general standard that all Products distributed on the Market must satisfy. The MOVERIO Apps Policy is incorporated herein as if fully set forth.
- If you wish to publish your Product on the Market, you shall apply to Epson for registration to publish each Product by providing certain necessary information (including icon/images and application files etc.) with Epson on your Developer Site ("Application"). Epson shall evaluate your Product and determine, at its sole and absolute discretion, whether to authorize and permit you to release your Product on the Market.
- Epson reserves the right to refuse your Application. You may not challenge or dispute such a decision. In addition, Epson may display any Product on the Market in a manner determined in Epson's sole and absolute discretion. For any reason whatsoever, Epson shall not be liable for any effect caused by Epson's decision regarding management of the Market.
- You agree to accept notices from Epson (including but not limited to the result of your Application) in electronic form. Email notices from Epson intended for your receipt shall be deemed delivered and effective when sent by email by Epson to your email address submitted as a part of Registration Information.
- Once you have permission to distribute your Product and/or provide In-app Purchasing on the Market, Epson shall have no liability and you will be solely responsible for any malfunctions, problems or issues (including but not limited to any malfunctions arising in relation to links to any external systems, programs, services, devices or SNS, such as Facebook or Twitter) of your Product and/or In-app Purchasing. Notwithstanding Article 5.2 or any other provision of this Agreement, under no circumstances will Epson have any obligation to monitor or control the content of your Products.
- In the event of any of the following, you shall modify the Registration Information on your Developer Site and seek Epson's prior approval by resubmitting your Product to Epson in accordance with Article 5.2.
- If you intend to revise or update your Product already distributed, such as a bug-fix or minor changes;
- If you intend to make substantial changes to your Product already distributed;
- If you intend to change whether or not to provide In-app Purchasing in your Product; or
- If you intend to change the Sales Price of your Product already distributed.
- You are entitled to remove or withdraw your Product from the Market at any time at your discretion, provided, however, that any removal or withdrawal of the Product from the Market does not relieve you of your obligations under this Agreement, or any other agreements between you and Users, or under applicable Laws.
Article 6. License
- For the purpose of operating, maintaining, innovating, improving, and promoting the Market and Devices, you hereby grant to Epson and Epson affiliates, a nonexclusive, irrevocable, royalty-free and payment free, worldwide right to (i) reproduce, store, use, evaluate and test your Products, (ii) host, reproduce and distribute your Products as necessary to operate the Market, (iii) use, translate and evaluate any related documents provided by you to Epson, and (iv) use and display your Brand Names and Product images, content and related data for Epson's promotional purposes in such manner as advertisement, display, demonstration, and creation of limited promotional excerpts of Product, provided that such Product has been already distributed on the Market.
- Epson may use subcontractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such subcontractors will be subject to the obligations substantially similar to those set forth herein.
- You grant to Users a non-exclusive, worldwide, and perpetual license to use your Product on the Device. You may also separately limit or change Users' rights to use your Product on the Device in a separate license agreement between you and Users.
- Except as set forth in the preceding paragraph, you shall not enter into any agreement with Users which is inconsistent with your obligations under this Agreement.
- You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to your Products under all applicable Laws, and that the reproduction, distribution, sale and use of your Products will not infringe, misappropriate or violate any third-party intellectual property rights or rights or privacy or publicity. If you use any third-party content or other materials in your Products, you represent and warrant that you have the right to reproduce, distribute and sell the third-party content and material in your Products. You agree that you will not distribute content or other material through the Market that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including patent, privacy and publicity rights, unless you have all necessary rights or permission from their rightful owner to distribute the content or other material.
- If this Agreement is terminated or your Product is removed from the Market, Epson reserves the right to retain and continually use copies of your Product and/or your Brand Names for User support, for confirmation purpose and/or to the extent required under any Laws.
- Except for the rights expressly granted pursuant to the terms and conditions of this Agreement, Epson and you agree that each party obtains no right, title or interest from the other party (or the other party's licensors) under this Agreement.
- If you find any content of the Market or any content in any Products that you believe constitutes infringement of your copyright, please submit your complaint in English or Japanese to Epson at firstname.lastname@example.org. You must include all of the following items in your notice.
If your notice contains falsified or inaccurate information, you may be liable for such notice. If you have any uncertainty in your notice or your claim, Epson encourages you to seek legal advice before you submit such notice.
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity;
- Your name, address and e-mail address;
- The statement by you that you have a good faith belief that there is no legal basis for the use of the materials complained of; and
- The statement by you of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Article 7. Treatment of Information
- In order to operate, maintain, innovate, improve and promote the Market and Devices, Epson may collect, retain and use certain usage statistics from you, including but not limited to, information on how the Market is being used.
- Treatment by Epson of your Registration Information and any other information, including usage statistics, shall be subject to the provisions of the Privacy Statement.
- You shall (i) hold this Agreement and all non-public information disclosed by Epson to you in strict confidence, (ii) use such information solely for distribution of your Products on the Market, and (iii) not harm Epson's brand or reliability by using or disclosing such non-public information.
Article 8. No Warranty and Limitation of Liability
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE MARKET AND ANY INFORMATION DISCLOSED BY EPSON REGARDING THE MARKET IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EPSON EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ALL APPLICABLE LAWS, AND NON-INFRINGEMENT.
- YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKET IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EPSON AND EPSON'S RESPECTIVE LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THAT ARISES FROM OR IN CONNECTION WITH THE USE OF THE MARKET WHETHER OR NOT EPSON OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- IN NO EVENT WILL EPSON'S LIABILITY HEREUNDER EXCEED THE AGGREGATE AMOUNT OF THE TRANSACTION FEE PAID BY YOU TO EPSON UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. EPSON WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF ANY THEORY OF LIABILITY.
- YOU MAY NOT TAKE ANY ACTIONS OR MAKE CLAIMS OR PROCEED AGAINST EPSON UNLESS YOU COMMENCE SUCH ACTIONS OR MAKE CLAIMS OR FILE A SUIT WITHIN THE TWELVE-MONTH PERIOD AFTER YOU HAVE KNOWN OR SHOULD HAVE KNOWN OF THE FACTS CONSTITUTING THE BASIS FOR SUCH ACTION OR CLAIM. WITHOUT LIMITING THE FOREGOING, YOU AGREE TO IMMEDIATELY DISMISS AND WITHDRAW ANY ACTION OR CLAIMS OR SUITS FILED AFTER THE EXPIRATION OF SAID TWELVE-MONTH PERIOD.
Article 9. Indemnification
- To the maximum extent permitted by law, you agree to defend, indemnify and hold Epson and Epson's affiliates (including their respective directors, officers, employees and agents) harmless from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from (a) your use of the Market in violation of the terms and conditions of this Agreement or violation of any applicable Laws, and (b) your Product that infringes, misappropriates or violates any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their right of publicity or privacy.
- To the maximum extent permitted by law, you agree to defend, indemnify and hold Epson and Epson's affiliates (including their respective directors, officers, employees and agents) harmless from and against any and all claims, actions, suits, administrative guidance or proceedings by a third party (including but not limited to tax authorities and users of your Product), as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of (or accruing from taxes related to) your distribution of any Product via the Market, including without limitation, those arising from third-party claims of bodily injury or property damage arising from the use of any of your Products.
- Epson encourages you to maintain in full force and effect at your expense a policy of insurance sufficient to cover your liability under this Agreement.
Article 10. Modification, Stoppage, and Suspension of the Market
- Epson reserves all rights, in its sole and absolute discretion, to modify, temporarily halt or suspend the Market without prior notice to you or your permission, in the below circumstances. Epson shall not be liable for any damages incurred by you, and shall not be subject to any claim from you, due to the modification, stoppage, or suspension of the Market.
- Where servers undergo maintenance and updates or have trouble;
- Where telecommunication services are not provided by any entities and/or companies;
- Where the Market cannot be provided due to a force majeure, including but not limited to, an earthquake, tsunami, eruption, power outage (including scheduled outages, rolling blackouts or similar acts), fire, or other natural disaster. Epson shall be excused from performance under this Agreement to the extent that it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines or embargoes, (4) labor strikes, or (5) other causes beyond the reasonable control of Epson; and/or
- Where Epson deems it necessary, in its sole and absolute discretion, to modify the content of the Market, or to temporarily halt or suspend the Market.
- Epson reserves all rights to terminate the Market without prior notice to you. Epson shall not be liable for any damages incurred by you, and shall not be subject to any claim from you, due to termination of the Market.
Article 11. Termination of this Agreement
- This Agreement will remain effective until terminated due to the causes as set out below:
- You have breached any provision of this Agreement;
- You cancel your Developer Account in such manner as specified by Epson;
- All of your Developer Accounts have been deleted by Epson;
- Epson decides, in its sole and absolute discretion, to no longer provide the Market; or
- Epson determines, in its sole and absolute discretion, to terminate this Agreement.
- Upon the expiration or the termination of this Agreement, you shall promptly destroy, permanently erase and/or delete any and all confidential information related to the Market disclosed by Epson and all copies, extracts and derivative works thereof.
Article 12. General Provisions
- This Agreement constitutes the entire legal agreement between you and Epson with respect to your use of the Market, and completely replaces any prior agreements between you and Epson in relation to the Market.
- You agree that if Epson does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Epson has the benefit of under any applicable Laws), this will not be taken to be a formal waiver of Epson's rights and that those rights or remedies will still be available to Epson.
- If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the distribution of Products contemplated hereby is not affected in any manner materially adverse to any party.
- Nothing in this Agreement creates any legal relationship, such as principal-agent, partners, franchisor-franchisee, employer-employee, supplier-consumer or otherwise. You have no power or authority to bind Epson or to act on Epson's behalf.
- You shall not assign, transfer, grant security interests in or otherwise dispose of your rights and obligations under this Agreement without prior written consent of Epson.
- This Agreement and your relationship with Epson under this Agreement shall be governed by the laws of Japan, without regard to its conflict of laws provisions. Any dispute between the parties shall be subject to the exclusive jurisdiction of the courts located in Tokyo, Japan, provided that, if Epson is making a claim against you, Epson may elect to bring proceedings within the country where you have your domicile or residence (in the case of a business or other legal entity, business office or other office).
- For clarity, nothing in this Article 12 is intended to limit Epson's right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Notwithstanding the expiration or termination of this Agreement, Article 2 and Article 6 through 12 and any other provisions which by their nature should survive, will remain in effect after termination or expiration hereof.