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Terms of Service
These Terms of Use ("Terms") govern your use of the "Jitera" (the "Service"), the coding automation service, provided by JITERA PTE LTD ("JITERA"). Of these Terms, (i) Chapters 1, 2, and 5 through 7 apply to all Users, (ii) Chapter 3 applies only to Standard Plan users, and (iii) Chapter 4 applies only to Enterprise Plan Users. Users who do not agree to these Terms may not use the Service.

Chapter 1 - General Provisions

Section 1. (Purpose and Scope of Application)
  1. The purpose of these Terms is to set forth the terms and conditions regarding the use of the Service (regardless of the type of computer, smartphone, or other terminal used, and including use through websites and applications) and rights and obligations between JITERA and Users.
  2. Subject to and when each Users' agreement to these Terms and the Privacy Policy (https://studio.jitera.app/privacy-policy) in the manner set forth in these Terms, JITERA grants such the Users permission to use the Service, and the Service Agreement shall be deemed to be concluded between JITERA and such the Users.
  3. If an individual belonging to a corporation or other organization uses the Service on behalf of such corporation or organization, such individual shall be deemed to have the legitimate authority to enter into the Service Agreement with JITERA on behalf of such corporation or organization upon agreeing to these Terms. In such case, said corporation or organization shall be the User.

Section 2. (Definition)
The following terms used in these Terms shall have the meanings set forth below.
  1. "User" means an individual or organization that has entered into the Service Agreement with JITERA.
  2. "Service Agreement" means the agreement between JITERA and a User regarding the use of the Service in accordance with these Terms.
  3. "JITERA's Website" means the website (https://studio.jitera.app) operated by JITERA.
  4. "Versatility" means that the stuff can be used for purposes beyond those separately agreed upon by the User and JITERA, or that the stuff has a versatile nature such as which may be incorporated into the Service, etc.
  5. "Service Fee" means any and all fees and costs determined by JITERA in consideration of the use of the Service.
  6. "Content" means any and all information (including but not limited to text, images, video, audio, and other data) that Users can access on the Service or JITERA's Website.
  7. "Anti-Social Forces" means organized crime groups, companies affiliated with organized crime groups, racketeer of stockholders’ meetings, socially motivated groups, politically motivated groups, special intelligence groups, and other groups engaged in anti-social activities, or members thereof.
  8. "Laws, etc." means any law, government ordinance, notice, regulation, ordinance, court judgment, decision, order or, enforceable administrative disposition, guideline or other regulation in the applicable jurisdiction.
  9. "Subsidiary" means Jitera Inc. (https://jitera.com/company).

Section 3. (Modification of these Terms)
  1. JITERA reserves the right to change these Terms without obtaining the User's consent in the following cases:
    1. When the modification of these Terms is compatible with the general interests of the Users;
    2. When modification of these Terms is not contrary to the purpose of the Service Agreement and is reasonable in light of the necessity of the modification, reasonableness of the modified contents, details of the modification, and other circumstances related to the modification; or
    3. When changing these Terms to the extent that it does not violate any other Laws, etc.
  2. In the case of the preceding paragraph, JITERA shall give notice of the modification of these Terms and the content and effective date of the modified Terms by posting on JITERA's Website or by any other method that JITERA deems appropriate.
  3. Use of the Service by the User after the effective date of the modified Terms shall be deemed to constitute acceptance of such modified Terms.
  4. In addition to the provisions of this Section, JITERA may change the Terms by obtaining the consent of the User in a manner determined by JITERA.

Chapter 2 - Formation of Contract

Section 4. (Registration for Use)
  1. A person who wishes to use the Service ("Prospective User") may, by agreeing to these Terms and the Privacy Policy and providing certain information as determined by JITERA ("Registration Information"), apply for registration for the use of the Service.
  2. If JITERA approves, according to JITERA’s standards, the registration of a Prospective User who has applied for registration in accordance with Paragraph 1, JITERA will notify the Prospective User of its approval or disapproval. Upon such notice, the Prospective User's registration as a User shall be deemed complete. Provided, however, that even if no such notice is given, the registration of a Prospective User as a User shall be deemed to be completed when JITERA approves the use of the Service by the Prospective User.
  3. Upon completion of the registration as stipulated in the preceding paragraph, the Service Agreement shall be established between the User and JITERA, and the User will be able to use the Service.
  4. JITERA may refuse registration for the Service if JITERA determines that a Prospective User falls under any of the following items or is likely to fall under any of the following items. Even if JITERA refuses registration for the Service, JITERA shall not be obligated to disclose any reason for such refusal.
    1. If there is any falsehood, error or omission in all or part of the Registration Information provided to JITERA;
    2. When a person other than the Prospective User makes an application without the Prospective User's consent;
    3. If the Prospective User is or have been a member of Anti-Social Forces, or have any other interactions or involvement with Anti-Social Forces;
    4. When a Prospective User or a person whom JITERA determines to be a related party of the Prospective User has had the Service Agreement terminated, has been denied or had been subjected to measures such as cancellation of the Service or other services provided by JITERA, or has violated any contract or other agreement with JITERA in the past;
    5. If the Prospective User is engaged in a business similar to or in competition with JITERA’s, or is a director, employee, or related party of a business that is engaged in a business similar to or in competition with JITERA’s; or
    6. Any other case that JITERA deems inappropriate.
  5. In the event of any change in the Registration Information, the User shall notify JITERA of such change without delay in the manner prescribed by JITERA.

Chapter 3 - Standard Plan

Section 5. (Use of the Service (Standard Plan))
  1. The User may use the Service in accordance with these Terms for the purpose of system development by the User (including the purpose of commissioning the development of a system for a third party other than the User and the User conducting such development).
  2. The User shall be responsible for their own settings, etc. related to the Service.

Chapter 4 - Enterprise Plan

Section 6. (Use of the Service (Enterprise Plan))
  1. In addition to the services provided under the Standard Plan, the User may receive consulting services for the purpose of system development on matters separately agreed upon between JITERA and the User.
  2. JITERA will provide the services described in the preceding paragraph to the User based on the duty of care as a good manager, but will not guarantee the completion, etc. of any work or deliverables.
  3. The User shall be responsible for their own settings, etc. related to the Service.
Section 7. (Intellectual Property Rights, Etc.)
The User shall fully understand the importance of the mutual relationship between the User and JITERA in the provision of services from JITERA under the Enterprise Plan. Notwithstanding Paragraphs 3 and 4 of Section 16 of these Terms, intellectual property rights pertaining to the Enterprise Plan shall be as set forth in the following items.
  1. Any intellectual property rights such as copyrights, patents, and know-how, etc. (including the right to receive patents and other intellectual property rights; hereinafter collectively referred to as "Intellectual Property Rights, Etc." in this Section) related to the code and other creations or works created by the User or JITERA in connection with the use or provision of the Enterprise Plan belong to JITERA if they has Versatility, and to JITERA and the User jointly if they do not has Versatility (unless otherwise agreed, each party's ownership interest shall be one-half (1/2)).
  2. With respect to the Intellectual Property Rights, Etc. in the preceding item for which JITERA is the sole owner, JITERA grants to the User a free, non-exclusive right to use such Intellectual Property Rights, Etc. within the scope of the purpose separately agreed upon by the User and JITERA. With respect to copyrights among such Intellectual Property Rights, Etc., JITERA shall not exercise moral rights with respect to the use of such Intellectual Property Rights, Etc. by the User in accordance with these Terms.
  3. With respect to the Intellectual Property Rights, Etc. in item (1) above that are co-owned between JITERA and the User, JITERA and the User may, without the consent of the other party, use, modify, or create derivative works of such Intellectual Property Rights, Etc. without compensation, and may allow a third party to use such Intellectual Property Rights, Etc. With respect to copyrights among such Intellectual Property Rights, Etc., neither JITERA nor the User shall exercise moral rights with respect to the use by the other party or a third party designated by the other party.

Chapter 5 - Precautions for Use of Service

Section 8. (Management of Passwords, etc.)
  1. Users shall, at their own responsibility, properly manage their passwords, user IDs, and other information related to the Service, and shall not allow any third party to use such information, or lend, transfer, transfer, change the name of, sell, or otherwise dispose of such information.
  2. Users shall be responsible for any damages caused by inadequate management of information such as passwords or user IDs, errors in use, or use by third parties.

Section 9. (Handling of Personal Information)
  1. JITERA will handle personal information about Users and directors or employees held by Users in accordance with JITERA’s Privacy Policy.
  2. Notwithstanding the preceding paragraph, the User shall agree in advance that through the use of the Service, JITERA or Subsidiary will handle personal information as follows:
    1. JITERA or Subsidiary may acquire the personal information of the User or personal information of the User's officers or employees (collectively, "User's Personal Information").
    2. JITERA will provide User's Personal Information obtained by JITERA to Subsidiary located in Japan.
    3. Subsidiary will provide User's Personal Information obtained by Subsidiary to JITERA located in Singapore.
  3. In using the Service, the User shall not provide JITERA with any personal information other than User's Personal Information, unless otherwise agreed with JITERA.
  4. User represents and warrants that the User has performed all procedures required by Laws, etc. with respect to the provision of User's Personal Information and the use of JITERA and Subsidiary as set forth in this Section.

Section 10. (Service Fee)
  1. In consideration for the use of the Service, the User shall pay to JITERA the service fee separately determined by JITERA and indicated or notified on JITERA's Website or by other appropriate means, according to the function of the Service available to the User, by a payment method separately designated by JITERA.
  2. If a User delays payment of the service fee, the User shall pay to JITERA a one-time late payment fee set at the rate of 14.6% per annum.
  3. The User may terminate this Service Agreement prior to the expiration of the contract term and receive a refund of the Service Fee according to the remaining contract term at the time of such termination, only when the User has chosen certain cancellable payment methods separately specified by the Company. The Company shall separately stipulate the procedures for cancellation of the Service Agreement and refund of the Service Fee.

Section 11. (Prohibited Items)
With respect to the use of the Service, Users shall not engage in any of the following acts by themselves or any third party;
  1. Violation of these Terms;
  2. Violation of Laws, etc.;
  3. Criminal acts or acts that contribute to or encourage criminal acts;
  4. Fraud or threats against JITERA or third parties;
  5. Acts that are or may be offensive to public order and morals;
  6. Provision of benefits to Anti-Social Forces or other acts involving Anti-Social Forces;
  7. Any act that infringes or may infringe intellectual property rights, portrait rights, rights of privacy, honor, or any other rights or interests of JITERA or any third party;
  8. Acts that defame or slander JITERA or third parties;
  9. Providing false information or intentionally providing inaccurate information to JITERA;
  10. Impersonation of a third party;
  11. Any act that falsifies, alters, or deletes all or part of the information, etc. related to the Service, or any act that may cause such falsification, alteration, or deletion;
  12. Disclosure, reproduction, sale, publication, or other use of information obtained through the Service to a third party, except as expressly permitted under these Terms or as otherwise approved by JITERA;
  13. Except as expressly permitted under these Terms or as otherwise approved by JITERA, a User shall not use the Service for any purpose other than the purpose of system development by the Users (including the purposes for which the User is entrusted with the development of a system for a third party other than the User, and for which the User performs said development);
  14. Reproduction, distribution, or unauthorized disclosure of any part of the Service;
  15. Actions that place an excessive load on JITERA’s network or system, etc.;
  16. Unauthorized access or attempted unauthorized access to JITERA’s network or system, etc.;
  17. Modifying, deleting, decompiling, disassembling, or reverse engineering programs related to the Service or JITERA's Website, or using network monitoring or detection software to determine the site architecture of JITERA's Website;
  18. Any act that interferes with or impairs the consistency or security of the system of the Service, or attempts to decrypt transmissions to or from the server running the Service;
  19. Interfering with the operation of the Service;
  20. Acts that damage or may damage JITERA's credibility;
  21. Causing damage to JITERA or any third party;
  22. Acts equivalent to each of the preceding items;
  23. Acts that directly or indirectly cause or facilitate any of the aforementioned acts; or
  24. Other activities that JITERA deems inappropriate.

Section 12. (Modification, Suspension and Interruption of the Service)
  1. JITERA reserves the right, at JITERA’s discretion, to change, modify, or add to the contents of the Service, in whole or in part, at any time without prior notice to Users.
  2. Users shall agree in advance that provision of all or part of the Service may be temporarily suspended or interrupted, or that Users may not be able to use the Service, in the event of any of the following events:
    1. When it becomes temporarily difficult to provide the Service due to the use of other Users;
    2. When inspecting or maintaining hardware, software, telecommunications equipment, or other related equipment or systems related to the Service on a regular or urgent basis;
    3. When the provision of the Service becomes difficult due to computer or communication line failures, mishandling, excessive concentration of access, unauthorized access, hacking, or other unforeseen factors;
    4. In the event of security problems related to the Service;
    5. Natural disaster, war, threat of war, blockade, suspension of commerce, revolution, riot, epidemic or other epidemic, destruction or damage to goods or facilities, fire, typhoon, earthquake, flood, or any other cause beyond JITERA’s control;
    6. When it becomes difficult to operate the Service due to Laws, etc. or measures based on such Laws, etc.; or
    7. When JITERA deems it necessary for other reasons similar to those listed in the preceding items.
  3. JITERA shall not be liable for any damages incurred by the User as a result of JITERA's actions set forth in this Section.

Section 13. (Termination of the Service)
  1. JITERA may terminate the Service without prior notice or announcement to Users.
  2. JITERA shall not be liable for any damages incurred by Users as a result of the preceding paragraph, regardless of the reason.
  3. The termination of the Service Agreement shall not release the User from all obligations and responsibilities already incurred under these Terms.

Chapter 6 - Withdrawal and Cancellation, Etc.

Section 14. (Withdrawal from Service)
  1. Users may withdraw from the Service and delete their own registration as a User in accordance with the procedures prescribed by JITERA.
  2. Users shall agree in advance that JITERA may use information regarding Users in accordance with the Privacy Policy even after Users have withdrawn from the Service, and that JITERA may use information provided by Users to JITERA or history regarding use of the Service as statistical information at JITERA's discretion.

Section 15. (Suspension of Use, etc. and Termination of Agreement)
If JITERA determines that a User falls under any of the following items, JITERA may, without prior notice, temporarily suspend or limit the use of the Service by said User or terminate the Service Agreement:
  1. If any provision of these Terms is violated and has not been corrected within a reasonable period of time despite JITERA’s request for correction;
  2. If any of the items for refusal of use listed in Section 4, Paragraph 4 apply;
  3. If a claim or demand is made to JITERA by a third party in connection with the User's use of the Service;
  4. When a User falls under the suspension of payment or becomes insolvent;
  5. When a petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings is filed against the User;
  6. When a resolution or decision is made to dissolve the User or commence liquidation proceedings against the User; or
  7. In the event that JITERA deems that any other reasons similar to the preceding items have occurred.

Chapter 7 - General Provisions

Section 16. (Intellectual Property Rights, etc.)
  1. All Intellectual Property Rights and all other rights and privileges related to any Content provided by JITERA to the User in connection with the Service or the Service Agreement shall belong to JITERA or any party that grants JITERA the license to use. The conclusion of the Service Agreement or the permission of use of the Service shall not imply the granting of any Intellectual Property Rights related to the Service to the user.
  2. Users may not reproduce, edit, modify, distribute, publicly transmit, or otherwise use the Content in any way, nor allow a third party to use the Content, except when legally authorized by JITERA or a third party with legitimate rights, or when the use is permitted by laws or regulations without authorization from the rights holder.
  3. Notwithstanding the contents of this Section, copyrights related to creations or works such as code created by Users using the Service shall belong to JITERA if they has Versatility and to Users if they do not has Versatility. With regard to works, including works such as code created by Users using the Service, for which the copyright belongs to JITERA, JITERA grants to Users a sublicensable, free of charge, and non-exclusive right to use such the copyright for purposes and within the scope that do not violate these Terms. JITERA will not exercise moral rights with respect to such the copyright in connection with the Users' use of such works in accordance with these Terms.
  4. Users shall agree in advance that even if another User creates a creation that is identical or similar to their own creation through the use of the Service, JITERA shall assume no responsibility whatsoever and shall not be entitled to make any claim against such other User regarding the use of such creation.
  5. Users shall agree in advance that, when Users provide feedback, suggestions, or other opinions (collectively, "Opinions") to JITERA or Subsidiary regarding the Service or any Content provided by JITERA to Users, the Intellectual Property Rights and other rights to the Opinions of the Users are transferred to JITERA at the time the Opinions are provided to JITERA, and JITERA may use the Opinions as its own property.

Section 17. (Non-Guaranteed)
  1. Users shall agree in advance that the use of the Service will not obligate JITERA to accept orders from the Users for development, modification, maintenance, etc. related to the systems, etc. created by using the Service, and that no consignment contract, etc. related to development, modification, maintenance, etc. shall be formed between the User and JITERA.
  2. With respect to the Service and the Content provided by JITERA, JITERA makes no warranty, express or implied, regarding the fitness for a particular purpose, functionality, merchantability, usefulness, compatibility, completeness, accuracy, continuity, reliability, utility, availability, accessibility, legality, or the absence of security defects, errors, bugs, viruses, or other defects.
  3. JITERA shall not be liable for the User's inability to use the Service normally, or for any impact on the terminal or other data used by the User.
  4. JITERA shall not be liable for any consequences arising from the use of the systems, etc. created using the Service, and shall not be liable to compensate for any damages incurred by the User.
  5. Users shall handle and resolve at their own expense and responsibility any transactions, communications, disputes, etc. with third parties that arise in connection with the use of the Service or the use of systems, etc. created using the Service.

Section 18. (Liability for Damages, etc.)
  1. If any damage is caused to JITERA or a third party as a result of an act by a User in violation of these Terms or for reasons attributable to the User in relation to the Service or these Terms, the User shall be liable for compensation for all such damage.
  2. IN THE EVENT THAT JITERA, SUBSIDIARY, AFFILIATES, OR THEIR OFFICERS OR EMPLOYEES ARE LIABLE TO THE USER FOR DAMAGES, UNJUSTIFIED INTEREST REPAYMENT, OR ANY OTHER MONETARY OBLIGATION DUE TO CONTRACT, TORT, OR ANY OTHER REASON IN CONNECTION WITH THE SERVICE OR THESE TERMS, THE AMOUNT OF SUCH LIABILITY SHALL NOT EXCEED ONE (1) YEAR OF THE SERVICE FEE REGARDING SUCH THE USER. Provided, however, that this paragraph shall not apply in the event of intentional or gross negligence on JITERA.

Section 19. (Notification/Contact)
  1. JITERA may provide Users with notices and other communications from JITERA concerning the Service by posting them on the Service or JITERA's Website, by e-mail, or by other means determined by JITERA.
  2. Except as otherwise provided in these Terms, Users shall, in principle, send notices, inquiries, and other communications to JITERA related to the Service via the Service or via e-mail using the address notified to JITERA by the User.

Section 20. (Confidentiality Obligation)
  1. The User shall keep confidential any and all information disclosed by JITERA in connection with the Service or these Terms, and any and all information regarding any creations or works such as code, etc. in connection with the use or provision of the Enterprise Plan (including reproductions of such information, hereinafter referred to as"Confidential Information"), and may not disclose, provide, or divulge it to any third party without the JITERA's prior written consent, and may not use the Confidential Information for any purpose other than use of the Service or performance of obligations under the Service Agreement ("Purpose"). Even when disclosing Confidential Information to a third party with JITERA's prior written consent, the User shall ensure that the third party complies with the same obligation of confidentiality as the User, and the User shall be responsible for any and all handling of Confidential Information by the third party.
  2. The User shall limit the officers and employees who have access to Confidential Information to the minimum necessary for the Purpose.
  3. JITERA may, at its discretion, request a report from the User on the status of management of Confidential Information, and in such case, if the JITERA reasonably determines that there is a risk of leakage, etc. of Confidential Information, JITERA may request the User to correct the method of management of Confidential Information. The User shall promptly comply with any such report or request for correction made by JITERA.
  4. Upon termination of the Service Agreement or upon request by JITERA, the User shall immediately return, dispose of, or delete the Confidential Information, including any copies thereof, in accordance with the JITERA's instructions. In addition, the User shall, if requested by JITERA, issue a written statement certifying that it has disposed of or erased the Confidential Information.

Section 21. (Prohibition of Assignment/Transfer of Rights and Obligations)
The User shall not assign, transfer (including in the case of merger or demerger), encumber, or otherwise dispose of its position under the Service Agreement or its rights or obligations under the Service Agreement to any third party without the prior written consent of JITERA.
Section 22. (Severability)
Even if any provision or part of a provision of these Terms is determined to be invalid or unenforceable under Laws, etc., the remaining provisions or parts of these Terms shall remain in full force and effect. JITERA and the User shall endeavor to modify such invalid or unenforceable provision or portion to the extent necessary to make it legal and enforceable, and to ensure that the intent and legal and economic effect of such invalid or unenforceable provision or portion are equivalent.
Section 23. (Original)
The Japanese language shall be the official language of these Terms. Even if a translation of these Terms into another language is made for reference purposes, only the Japanese language version shall be deemed effective as these Terms, and the translation shall have no force or effect whatsoever.
Section 24. (Governing law and jurisdiction)
  1. THE SERVICE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF JAPAN.
  2. THE TOKYO DISTRICT COURT SHALL HAVE EXCLUSIVE JURISDICTION IN THE FIRST INSTANCE OVER ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICE, IF THE DEFENDANT IS A CORPORATION WITH ITS HEAD OFFICE IN JAPAN.
  3. ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICE SHALL BE FINALLY SETTLED BY ARBITRATION IN SINGAPORE IN ACCORDANCE WITH THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE IN FORCE AT THE TIME SUCH DISPUTE AROSE, IF THE DEFENDANT IS A CORPORATION WHOSE HEAD OFFICE OR OTHER ACTIVITIES ARE BASED IN A COUNTRY OTHER THAN JAPAN. The language of the arbitration shall be English.
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