EARTHBRAIN Ltd. (“Company”, “Us”, or “We”) appreciates your interest in our websites (“Websites”) including, but not limited to, www.earthbrain.com, www.smartconstruction.com, and its affiliated sites.
These Terms may be changed from time to time and without further notice. Your continued use of the Website after any such changes constitutes your acceptance of the new terms. If you do not agree to abide by these or any future terms, please do not use the Websites or download materials from them. We may terminate, change, suspend or discontinue any aspect of the Websites, including the availability of any features, at any time. We may remove, modify or otherwise change any content, including that of third parties, on or from this Websites. We may impose limits on certain features and services or restrict your access to all or parts of the Websites without notice or liability. We may terminate your use of the Websites at any time at our sole discretion. These terms apply exclusively to your access to and use of the Websites and do not alter the terms or conditions of any other agreement you may have with the Company or its subsidiaries or affiliates.
Investor information included in our Websites should only be considered current as of the day it was posted or the day it was originally released (for example, the date of a press release). Except as required by law, the Company disclaims any duty to update the information included in the Websites. All information on the Websites is subject to change without notice. All statements on our Websites (other than historical facts) are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that may cause actual results to differ materially from those indicated by such forward-looking statements. These statements are identified by forward-looking terms such as “anticipate,” “believe,” “estimate,” “expect,” “indicate,” “may be,” “objective,” “plan,” “predict,” “will be,” and similar expressions. Such statements are based on our current expectations, and we undertake no obligation to update such statements to reflect new information, events, or otherwise.
Copyrights. All content on the Websites, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement ("Content"), are either copyrighted by the Company, or are the proprietary property of the Company’s affiliates or licensors. All rights are reserved. The Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that you may download and print content for uses that are not competitive with or derogatory to the Company, provided that you keep all copyright or other proprietary notices intact. Please note that this limited consent may be revoked at any time and does not include consent to republish Content on any Internet, Intranet, or Extranet site or to incorporate the information in any other database or compilation. Any other use of the Content is strictly prohibited. You further agree that you will not systematically extract, collect or harvest, through electronic means or otherwise, any data or data fields from the Websites, including but not limited to customer identities. If you believe that your copyrighted material has been improperly used on the Websites, please contact our Copyright Agent or see our Copyright Policy for more information.
Trademarks. All trademarks on the Websites are either trademarks or registered trademarks of the Company or its affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of the Company or its affiliates, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Other trademarks, registered trademarks, product names, and company names or logos displayed on the Websites are the property of their respective owners.
Any third-party use of our registered and unregistered trademarks and service marks in metatags and/or hidden text will be regarded by Us as trademark infringement. Further, we will treat the use of registered or unregistered trademarks and service marks in page text, metatags, meta descriptions, and/or hidden text for the purposes of gaining higher rankings from search engines as unfair competition.
Software. Any software, including any files, images generated by the software, code, and data accompanying the software (collectively, "Software"), used or accessible through the Websites may be used by you solely for accessing and using the Websites for purposes expressly stated on the Websites, provided that such uses are not competitive with or derogatory to the Company. We retain full and complete title to and all intellectual property rights in the Software. You agree not to copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works from any Software.
User conduct - general
In using the Websites, you agree:
(a) not to disrupt or interfere with the security of, or otherwise abuse, the Websites, or any services, system resources, accounts, servers, or networks connected to or accessible through the Websites or affiliated or linked Web sites;
(b) not to disrupt or interfere with any other user's enjoyment of the Websites or affiliated or linked Web sites;
(c) not to upload, post, or otherwise transmit through or on the Websites any viruses, worms, agents, or other harmful, disruptive or destructive files;
(d) not to use or attempt to use another's account, service, or system without authorization from the Company, or create or use a false identity on the Websites;
(e) not to transmit through or on the Websites spam, chain letters, junk mail, or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;
(f) not to divulge your username and password to others either on or off the Websites;
(g) not to attempt to obtain unauthorized access to the Websites or portions of the Websites which are restricted from general access; and,
(h) not reproduce any portion of any of our Websites or the navigational structure or presentation thereof.
In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on the Websites. The Websites are controlled and operated in the United States. If you are in a jurisdiction that restricts you from accessing this Site, do not access or use this Site. We make no representation that the Websites are appropriate or available for use outside the United States.
User conduct - online communities and other interactive areas
The Websites may contain areas where you may post and share comments with other Websites users on a variety of subjects. You agree that you will not post or otherwise disseminate on or through the Websites unlawful, harassing, libelous, tortious, abusive, offensive, threatening, or obscene communications or material of any kind, or materials that infringe or violate any third party's copyright, trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or, that are otherwise objectionable, including without limitation, content that evidences bigotry, racism, sexism, or hatred, or that promotes illegal activities or physical harm against anyone. We reserve the right but not the obligation to remove any materials we deem objectionable, in our sole discretion and without any reference to you. You agree to hold harmless the Company and its affiliates and parties with whom we have contracted for purposes of hosting or maintaining the Websites from all claims based upon communications made or materials posted by others or the use by third parties of the Websites.
Online communications on and through the websites
Except as otherwise provided in sections below, you agree that any communications you transmit to anyone through the Websites or copyrighted works you post on the Websites, including, without limitation, questions, comments, suggestions, ideas, plans, notes, drawings, configurations, specifications, purchase orders, quotes or requests for quotes, performance data, account information, or other material, data or information (collectively, "Information"), are non-confidential and upon transmission of such Information to us via email or other means you grant us an irrevocable, non-exclusive, royalty-free, sub-licensable, worldwide license (including but not limited to a copyright license) to use such Information in any media for any purpose.
Content, product, and service information - limitations
All content available through the Websites, including but not limited to data, technical drawings, configurations, quote and order information, and catalog listings, is believed to be conceptually accurate. However, you should independently evaluate the accuracy of the information and the usefulness for your particular needs of any content, product, or service available through the Websites. Specifications for products and services are subject to change without notice, and we reserve the right to make changes without notice to processing, materials, or configuration. We do not guarantee that products or services listed in its online catalog will be available at the time of your order. All information on the Websites is subject to the disclaimers in sections below.
Links to/from other websites and third-party content
Links to Other Web Sites
The Websites may from time to time contain links to other Web sites. These links are provided as a convenience and do not constitute an endorsement, sponsorship or recommendation by us of -- or responsibility for -- the linked Web sites or any content, services or products available on or through such sites.
Links from Other Web Sites
All links to the Websites must be approved in writing by us, except that we consent to links in which:
(1) the link is a text-only link containing only the title of the home page of this Site,
(2) the link "points" only to the home page of the Site and not to deeper pages,
(3) the link, when activated by a user, displays this home page of the Websites full-screen and not within a "frame" on the linked Web site, and
(4) the appearance, position, and other aspects of the link does not
- create the false appearance that an entity or its activities or products are associated with or sponsored by the Company or its affiliates, or
- be such as to damage or dilute the goodwill associated with the name and trademarks of the Company or its affiliates.
We reserve the right to revoke this consent to link at any time in its sole discretion. We reserve the right to revoke this consent to link to our Websites at any time, at our sole discretion.
The Websites may, from time to time, contain material, data, or information provided, posted, or offered by third parties, including but not limited to advertisements or postings in online community discussions. These links are provided solely for your convenience. If you choose to utilize any of these links, you will leave our Websites. We have not reviewed these third-party sites and do not control and are not responsible for any of these sites or their content. We do not make any representation about any third-party sites, or any information, software, or other products or materials found on the sites. You agree that neither the Company nor its affiliates shall have any liability whatsoever to you for any such third-party material, data or information.
The websites and the content available through them are provided on an "as is" and "as available" basis. You expressly agree that the use of this site and/or its content is at your sole risk. To the fullest extent permissible pursuant to applicable law, the company and its affiliates disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. You expressly agree that using this site, including all content, data, or software distributed by, downloaded, accessed from, or through the site, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, your computer system, or the loss of data that results from downloading such content, data, and/or software.
You acknowledge that the company does not control information, products, or services offered by third parties through the site. Except as otherwise agreed in writing, the company and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability, or usefulness of any advice, opinion, statement, or other content or of any products or services distributed or made available by third parties through the site. The company does not make any warranty that this site or its content will meet your requirements, or that this site or its content will be uninterrupted, timely, secure, or error-free, or that defects, if any, will be corrected. Nor does the company make any warranty as to the results that may be obtained from the use of this site or its content or as to the accuracy, completeness, or reliability of any information obtained through the use of this site.
The company assumes no responsibility for any damages suffered by a user, including, but not limited to, loss of data from delays, nondeliveries of content or email, errors, system downtime, misdeliveries of content or email, network or system outages, file corruption, or service interruptions caused by the negligence of the company, its affiliates, its licensors, or a user's own errors and/or omissions except as specifically provided herein. The company disclaims any warranty or representation that confidentiality of information transmitted through the site will be maintained. No advice or information, whether oral or written, obtained by you from the company or through the site shall create any warranty not expressly stated in writing. Some states do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to you.
Limitation of liability
Under no circumstances, including, without limitation, negligence, shall the Company or its subsidiaries, affiliates, officers, directors, employees, agents, or suppliers be liable for any direct, indirect, incidental, special, or consequential damages arising from or in connection with the use of or the inability to use this site or any content contained on the site, or resulting from unauthorized access to or alteration of your transmissions or data, or other information that is sent or received or not sent or received, including but not limited to, damages for loss of profits, use, data or other intangibles, even if the company has been advised of the possibility of such damages. The parties acknowledge that this is a reasonable allocation of risk. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you.
General applicable law
The Company is headquartered in Japan. We make no representation that materials on our Websites are appropriate or available for use at other locations outside of Japan or the United States of America (“U.S”), and access to them from territories where their content is illegal or restricted is prohibited. You may not use our Websites or export the materials in violation of U.S. export laws and regulations. If you access our Websites from a location outside of the U.S., you are responsible for compliance with all local laws. These Terms shall be governed by the laws of the U.S. and of the State of New York without giving effect to its conflict of laws provisions.
This Agreement constitutes the entire agreement between you and Us with respect to your use of our Websites. If for any reason a court of competent jurisdiction finds any provision of these Terms or any portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.