Terms & Conditions

Please read Terms & Conditions before downloading Asilla SDK. By downloading, installing, and using Asilla SDK, you shall be deemed to understand this Terms of Use and agree to all of its conditions. If you do not agree to all the conditions of Terms of Use of Asilla SDK, you shall not use Asilla SDK.

Article 1 (Purpose)

1. Terms of Use of Asilla SDK (hereinafter referred to as “this Terms of Use”) sets forth the conditions under which Asilla, inc. (hereinafter referred to as “our company”) grants Users the license to use Asilla SDK (hereinafter referred to as “this SDK”).
2. Users shall use this SDK only for the purpose of developing apps (hereinafter referred to as “this purpose of use”) in accordance with the conditions set forth in this Terms of Use.

Article 2 (Definitions)

1. “This SDK” means the software development kit including, but not limited to, programs for developing application software for behavior recognition AI which our company provides to Users.
2. “Apps” means the application software for behavior recognition AI.
3. “Users” means persons who develop application software for behavior recognition AI using this SDK.
4. “Developed apps” means the apps developed by Users.
5. “This agreement” means the license agreement for this SDK concluded between our company and Users in accordance with the conditions set forth in this Terms of Use by the user downloading this SDK.
6. “This site” means the Asilla SDK site on the Internet managed by our company.

Article 3 (Scope of Application)

1. This Terms of Use shall apply to the use of this SDK. The detailed regulations, etc. regarding this SDK which will be announced by our company to Users through this site shall constitute parts of this Terms of Use. The detail regulations, etc. shall become effective from the time they are displayed on this site, unless otherwise provided by our company.
2. Our company may change this Terms of Use at it's sole discretion if necessary.

Article 4 (Contents of License)

Our company grants a non-exclusive license to use this SDK to Users within the scope of this Terms of Use.

Article 5 (Ownership of Rights)

1. Any copyrights, patent rights, trademark rights, and other intellectual property rights related to this SDK shall belong to our company or the third party with legitimate authority.
2. The license of this SDK set forth in this Terms of Use shall not permit any transfer or license of our company's intellectual property rights related to this SDK.

Article 6 (Distribution of the product)

Users shall download this SDK any time at their discretion as this SDK is distributed via the Internet. We shall not limit the countries from which users shall use this SDK.

Article 7 (Conclusion of This Agreement)

This agreement shall be concluded when Users agree to this terms of use and download this SDK. Our company shall restrict or suspend the use of this SDK in case of the followings:
(1) Users who have been disposed of cancellation or suspension in the case of violation of this Terms of Use in the past
(2) Notification at the time of downloading is false, error or incompletion
(3) Effectively for the purpose of secret by competitive company
(4) Users are Anti Social Forces
(5) Other things that our company deems inappropriate

Article 8 (Change or correction of notified information)

1. Users shall change or correct the information notified to our company immediately by the prescribed manner of our company if the information has an update or error.
2. Our company shall not be liable for any damages incurred by Users due to the non-performance of the preceding provision of this Article.

Article 9 (Non-warranty)

1. Users shall use this SDK under understanding and accepting that our company makes no warranties for the completeness, accuracy, usefulness, fitness for a particular purpose, security, or non-infringement, etc. of this SDK.
2. This SDK shall be provided as is and to the extent possible in our company. Our company shall make no explicit, implicit, or statutory warranties with respect to this SDK. Our company shall not be liable for whatsoever (including, but not limited to, implied warranties of suitability as product, suitability for specific purposes, rightness, and non-infringement) with respect to this SDK. Users shall use this SDK at its own risk, and shall be solely liable for any liability caused by the use of this SDK (including, but not limited to, damage to the user's system, hardware, or software, etc., and loss of data).

Article 10 (Compliance)

1. Users shall warrant that the user's developed apps do not infringe the rights and interests of any third party and do not constitute breach of contract with any third party.
2. Users shall represent and warrant that the user's developed apps does not contain anything which violates laws or public order and morals, slanders third parties, interferes with the proper management of our company's business, or has the potential to do so.
3. In the event that a third party makes a claim in relation to the user's developed apps or due to the user's violation for this Terms of Use, the User shall promptly give the notice to our company and settle this at the user's own responsibility and expense. In the event that our company suffers damages due to these the user's actions, the User shall immediately compensate for such damage and shall not cause any inconvenience to our company.

Article 11 (Rights Ownership of Developed apps)

1. Copyrights of the developed apps developed by User using this SDK belong to the User.
2. When Users sell or provide the developed apps to a third party other than the User, the User shall conclude a license agreement, etc. for the developed apps with the relevant party at it's own responsibility.

Article 12 (Public Disclosure)

After Users downloaded this SDK, our company may publish the user's company name and logo on our website or sales materials for indicating that this SDK was used. Our company may publish the user's developed apps as used example of this SDK on our website or sales materials.

Article 13 (Prohibited Matters)

Users shall not: (1) use this SDK for any purpose other than this purpose of use,
(2) perform modification, reverse engineering, reverse compilation, reverse assembling, or any other similar acts on this SDK,
(3) sublicense, sublease or transfer this license to any third party other than the User,
(4) transfer, lend, or dispose the rights and obligations under this Terms of Use and this Agreement to any third party whether with or without consideration, the dispose including, but not limited to, offer the rights as collateral or have any third party take over the obligations,
(5) use this SDK to develop apps which violate laws and regulations or guidelines of governmental authorities, etc., or apps which is intended to infringe on the life, body, or property etc. of any person,
(6) use this SDK in a manner or form which infringes on the legal interests of others or is contrary to public order and morals,
(7) misrepresent the user's developed apps as if it were an apps issued by our company itself or an apps authorized by our company,
(8) use, in the user's developed apps, expressions which may cause discomfort to others by including excessively violent expressions, explicit sexual expressions, and other contents which are contrary to public order and morals,
(9) produce, sell, or distribute an apps which obtains personal information from a person who has not explicitly consented to the collection of personal information,
(10) have this SDK used by those who are or have been antisocial forces (organized crime groups, general merchants, other antisocial groups or individuals), or whose business activities are deemed to be substantially controlled by antisocial forces,
(11) perform any other activities which our company deems inappropriate.

Article 14 (Suspension)

In the event that a defect in this SDK or the possibility of infringement of a third party's rights or interests is discovered, or in any other cases where our company deems it necessary, our company may request Users suspend the use of this SDK. In this case, Users shall promptly respond to the suspension of use of this SDK. Our company shall not be liable for any damages incurred by Users due to the suspension of use of this SDK pursuant to this Article.

Article 15 (Measures to be taken in case of violation)

In the event that our company reasonably determines that User or the user's developed apps violates this Terms of Use, our company may instruct the User to take any of the following measures, and the User shall comply with them:
(1) Stop selling or distributing of the user's developed apps
(2) Modification of the user's developed apps to a content which does not violate this Terms of Use
(3) Suspension of use of this SDK and destruction of copies of this SDK

Article 16 (Limitation of liability)

1. Our company shall not be liable for any damages incurred by Users due to the use of this SDK, for whatever reason. However, this may not apply to damages caused by our company's intentional or gross negligence.
2. Our company, its board members, officers, employees, affiliated companies, agents, contractors or licensors shall not be liable for any damages or claims due to the use of this SDK.

Article 17 (Termination)

In the event that User violates this Terms of Use, or is reasonably deemed to have violated this Terms of Use, our company may terminate this Agreement without prior notice and at our sole discretion. Our company shall not be liable for any damages caused to the User by termination under this Article. In the event that our company suffers damages as a result of termination under this Article, our company may claim compensation for damages against the User.

Article 18 (Duration)

1. This agreement shall be in effect from the effective date hereof and continue for an initial term of one year.
2. Thereafter, it shall be automatically renewed under the same terms for successive one year renewal terms unless users provide notice of non-renewal to our company at least 30 days prior to the expiration of the applicable term.

Article 19 (Cancellation and refund)

Users shall not cancel this agreement after users paid for it. As per the cancellation during the one year period, our company has no obligation to refund the users for the time remaining.

Article 20 (Confidentiality)

Our company and Users shall not divulge to any third party any information designated as confidential by the other party (hereinafter collectively referred to as “Confidential Information”), unless the prior written consent of the other party is obtained. However, this shall not apply to the information listed in the following items:
(1) information which is already obtained before being obtained from the other party
(2) information which is publicly known before being obtained from the other party or has become publicly known through no fault of its own after being obtained from the other party
(3) information which is obtained from a third party having legitimate authority without obligation of confidentiality
(4) information which is independently developed without using of the disclosed confidential information

Article 21 (Protection of Personal Information)

1. Our company shall handle Personal information of Users (defined in the Act on the Protection of Personal Information) which is expressly disclosed as personal information same as the provisions under the preceding Article.
2. Our company shall use personal information obtained from users only for the purpose of this agreement.
3. Besides the provisions under the preceding two paragraphs, our company shall strive to take necessary action so as to ensure the proper handling of the retained personal information in accordance with our privacy policy.

Article 22 (Exclusion of Anti Social Forces)

1. "Anti Social Forces" means:
(1) an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, and any other equivalent person of above; or
(2) a person who themselves or through the use of third parties conducts a demand with violence, an unreasonable demand beyond its legal entitlement, use of intimidating words or actions, damages the credit or obstructs the business of the other party by spreading false rumors or by the use of fraudulent, or any other equivalent actions of above.
2. Each party represents and warrants that is not a person who falls and has fallen, and shall not fall under any of the followings:
(1) the Anti Social Forces;
(2) a person having such relationship with the Anti Social Forces that shows the Anti Social Forces' substantial involvement in the person's management;
(3) a person having such relationship with the Anti Social Forces that shows reliance on the Anti Social Forces;
(4) a person who cooperate and is involved with the maintenance or operation of any Anti social Forces by providing funding to any Anti Social Forces or any similar act; or
(5) a person who is engaged in socially condemnable relationship with the Anti Social Forces.
3. Each party shall be entitled to terminate this Agreement and request for the damages without any notice and any and all obligations of the party owed to the other party shall become due and payable and the other party shall immediately repay such obligations, if the other party breached the representations and warranties in the preceding clause.

Article 23 (Governing Law)

This Terms of Use and this Agreement shall be governed by, and construed in accordance with, the laws of Japan.

Article 24 (Jurisdiction)

Any dispute arising out of or in connection with this Terms of Use and this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 25 (Contact information)

Asilla Inc,
Mail-address: cs@asilla.jp
Telephone number: +81-42-785-5091
Or we accept the inquiries via the communication application provided for the licensed users.

Company name: Asilla Inc,
Corporate number as per registered at the National Tax Agency of Japan: 012301010123
Company location: Machida, Tokyo