Software Terms

Quadcept Inc.(hereinafter referred to as "Quadcept") set forth the terms and conditions for use of the the software programs, updates, libraries, and other related software, and related documents such as manuals, which constitute the CAD system "Quadcept", and their copies (hereinafter collectively referred to as "the Software") and following terms and conditions of use of the Software (hereinafter referred to as the "Terms of Use") applies to all users of the Software.

Article 1 (Application of Terms of Use)

  1. Users must agree to the Terms of Use in order to use the Software.
    1. Users may agree to the Terms of Use by checking the "I accept" or "I agree" box and submitting the consent at the time of installation.
    2. Regardless of whether or not the User submits the consent as described in (1) above, if a User uses the Software, the User shall be deemed to have agreed to the Terms of Use.
  2. In the event of any inconsistency or conflict between the Japanese version and any translated version of the Terms of Use, the Japanese version shall prevail.
  3. In the event that User enters into a license agreement or other individual written agreement with Quadcept, such agreement will prevail over the Terms of Use.
    In addition to the Terms of Use, the terms of use for Quadcept Services ( "Quadcept Service Terms of Use" ）also apply to the use of the Software, and Users shall sufficiently understand the Quadcept Service Terms of Use before using the Software. In the event of any conflict or inconsistency between the Terms of Use and the Quadcept Service Terms of Use, the Quadcept Service Terms of Use shall prevail.

Article 2 (Definitions)

  1. "Quadcept Services" means a cloud service provided by Quadcept as a solution that streamlines all processes related to board design, manufacturing, mounting, and parts management, based on (1) Circuit Designer, a circuit design software, (2) PCB Designer, a printed circuit board design software, (3) Quadcept Force, which manages projects, parts library, and bill of materials, and (4) PartsPick, a tool that automatically searches for parts delivery dates, prices, and other information.
  2. "Commercial Use" means the use of the Software itself or data, blueprints, bill of materials, etc. created by the Software for commercial purposes, such as use for research, development or manufacture of products.
  3. "Non-Commercial Use" means use for purposes other than Commercial Use, and includes the use of the performance or functionality of the Software on a trial basis to determine whether or not to subscribe for Commercial Use.

Article 3 (License)

  1. The type of functionality of the Software that the User may use, whether it is paid or free of charge, the price of the Usage fee, whether there are functional limitations, and other license details (hereinafter collectively referred to as "License Details") differ depending on the type of license agreement applied for by the User. The type of license agreement and the License Details for each type of license agreement shall be set forth on Quadcept's website ( https://www.quadcept.com/en/ ).
  2. The License Details and name of license agreement are subject to change without the User's consent.
  3. Quadcept grant Users a non-exclusive right to install the Software on a personal computer under the User’s direct control for the purpose of performing CAD design work and related work, and to use the Software in accordance with the terms and conditions set forth in the license agreement for which Users have applied.
  4. Quadcept grants the User a license to use the Software only under the operating environment specified on Quadcept's website.

Article 4 (Notification of Commercial Use and Non-Commercial Use)

  1. When Users download the Software, all User shall notify Quadcept of whether the purpose for the use of the Software is Commercial Use or Non-Commercial Use in accordance with the procedures designated in Quadcept's website.
  2. If a User changes the purpose of use of the Software, the User shall notify Quadcept in accordance with the procedures designated in Quadcept's website and enter into the necessary license agreement.

Article 5 (License Period)

  1. A User whose purpose of the use of the Software is Non-Commercial Use is authorized to use the Software only within the scope of non-commercial use after agreeing to the Terms of Use and installing the Software. If Quadcept request such Users to discontinue the use of the Software, the User shall immediately discontinue the use of the Software.
  2. A User whose purpose of the uses of the Software is Commercial Use will be licensed to use the Software for the period specified in each of the following terms from the date the User enters into a license agreement with Quadcept and pay the usage fee.
    1. Users who have 1 month contract: 1 month
    2. Users who have 1-year contract: 1 year
  3. If Users have entered into a license agreement without an automatic renewal clause, the license agreement will automatically terminate at the expiration of the above period. On the other hand, if the user has entered into a license agreement with an automatic renewal clause and has not applied for cancellation by the procedure designated by Quadcept at least 15 days prior to the expiration date, the license agreement will be renewed for the same period under the same content and terms and conditions at the following date of the expiration date, and the same shall apply thereafter.
  4. Upon expiration of the license agreement, User shall immediately cease use of the Software and delete or destroy the Software and any copies thereof.

Article 6 (Copyright)

  1. The copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and all other intellectual property rights, and the right to obtain registration of these rights (hereinafter collectively referred to as "Intellectual Property Rights") related to tangible and intangible components of the Software (including software programs, databases, icons, images, texts, manuals and other related documents, etc.) and image and music which appears as the result of the function of the Software are owned by Quadcept or licensors who grant license to Quadcept and are not owned by Users.
  2. If a User, who entered into a paid license agreement to use the Software, create a work product such as data, drawings, information, etc. (except those related to the Quadcept Services itself or the Software itself), all Intellectual Property Rights (except those related to the Quadcept Services itself or the Software itself) that may arise in connection with any part or all of such work product will be owned by the User.

Article 7 (Software Updates)

  1. The Software may automatically download and install updates of data or programs from Quadcept’s servers from time to time. These updates are intended to improve, enhance, or develop the Software and may take the form of bug fixes, feature enhancements, addition of new software modules, or changes to an entirely new version. Users shall agree to receive the aforementioned updates and to allow Quadcept to provide the updating data or program to the User.

Article 8 (Support)

  1. Inquiries regarding the use of the Software shall be made in the procedures designated in Quadcept’s website.

Article 9 (Suspension or Discontinuation of Updates, etc.)

  1. Quadcept reserves the right to suspend or discontinue updates, support, etc. of the Software without prior notice to Users, and Users shall use the Software with acknowledgement thereof.

Article 10 (Consent to Use of Information, etc.)

  1. Quadcept has established the privacy policy and will make efforts to protect the personal information of Users. Users agree that any personal information provided by the Users will be used in accordance with the above privacy policy.
  2. Quadcept may display the fact the Users are using the Service in Quadcept’s marketing materials and on Quadcept’s website. Users shall permit Quadcept to use company name, trademark, logo, etc. of Users in Quadcept’s marketing materials and on Quadcept website for the above purposes.

Article 11 (Advertisements)

  1. Advertisements and promotional programs may appear on the screens of the Software or Quadcept Services. These advertisements may be based on the content of information submitted while using the Software and Quadcept Services, or on queries or other information made through the Software and Quadcept Services. Quadcept may also automatically collect and transmit usage data about Users’ use of the Software. Usage data covers information about the operation of the Software and does not transmit any data created by the Users.
  2. The style, form and scope of advertisements are subject to change without specific notice to Users.
  3. By using the Software, Users agree to the collection of usage data and the provision of advertisements by Quadcept.

Article 12 (Prohibited Conducts)

  1. Quadcept prohibits the following conducts related to the use of the Software by Users:
    1. Violation of the Terms of Use;
    2. Commercial Use of the Software without entering into a license agreement;
    3. Creating components, schematics, etc. for the purpose of Commercial Use using the software without entering into a license agreement;
    4. Violation of laws, regulations, or ordinances;
    5. Downloading the Software for Commercial Use despite notification of Non-Commercial Use;
    6. Commercial use of the Software despite notification of Non-Commercial Use;
    7. Use the Software in an environment other than the operating environment specified by Quadcept;
    8. Any act that imposes an extreme load on the Software or Quadcept Services or the server network to which the Software or Quadcept Services is connected, or any other act that interferes with or disrupts the normal operation or management of the Software or Quadcept Services;
    9. Duplicating the Software or distributing copies of the Software;
    10. Modification of the Software;
    11. Assigning, lending, sublicensing, or establishing a pledge or other security interest in the right to use the Software to a third party;
    12. Place the Software in a state where a third party can copy and acquire it;
    13. Reverse engineering, decompiling, disassembling, unauthorized access, destruction, or alteration of the programs and data comprising the Software;
    14. Unauthorized access to the system managed by Quadcept, or tampering with or destroying the system managed by Quadcept;
    15. Other acts of misuse of the Software; and
    16. Causing a third party to commit any of the conducts listed above, or inducing or assisting a third party to commit any of the conducts listed above.

Article 13 (Termination)

  1. In the event of any of the following events, Quadcept may immediately terminate license agreement with the User without any notice.
    1. If the User violates the Terms of Use
    2. If the User violates Quadcept Service Terms of Use
    3. If the User fails to pay the fees for the use of the Software.
    4. Any other serious breach of trust similar to the above items.
  2. In the event of termination pursuant to the preceding paragraph, the User shall lose the right to use the Software and shall immediately delete or destroy the Software and any copies thereof.

Article 14 (No Warranty)

  1. Quadcept provides no warranty that the Software will be free from bugs or other defects, that the Software will operate without interruption, or that the Software will meet Users’ specific purpose of use. Users agree to use the Software at your own decision.
  2. Quadcept provides no warranty as to the completeness, accuracy, validity, etc. of any CAD data or other work products created by using the Software.
  3. Quadcept provides no warranty that the Software or any CAD data or other work products created by using the Software will not infringe on intellectual property rights or other rights of any third party.

Article 15 (Limitation of Liability)

  1. In the event that any damage incurred by a user attributable to Quadcept, Quadcept will be liable to compensate for such damage only to the extent provided in the following items, provided, however that this Article 15.1 will not apply and Article 15.2 will apply if the User is a corporation or an individual using the Software as a business or for a business purpose.
    1. In the case of willful misconduct or gross negligence by Quadcept: the full amount of such damage
    2. In the event of Quadcept's negligence, Quadcept's liability shall be limited to ordinary damages (excluding special damages, lost profits, indirect damages and attorney's fees) actually and directly incurred by the User, and shall not exceed 10,000 yen.
  2. Notwithstanding the preceding paragraph, if the User is a corporation or an individual using the Software as a business or for a business purpose, Quadcept will not be liable for any damages incurred by the User in connection with the Software, unless such damages are caused by willful misconduct or gross negligence of Quadcept. In the event that Quadcept compensates for damages, the amount shall not exceed the license fee for three (3) months as stipulated in the license agreement.
  3. In no event will Quadcept be liable for any lost profits or damages arising out of special circumstances (including cases where damage was foreseen or foreseeable).

Article 16 (Compensation for Damages)

  1. In the event that a User causes damage to Quadcept or a third party in connection with the use of the Software (including cases where Quadcept or a third party suffers damage due to the User's failure to fulfill his/her obligations under the Terms of Use, or where Quadcept or a third party suffers damage in connection with the User's unauthorized use of the Software), the User shall indemnify Quadcept or a third party for the damage at his/her own responsibility and expense.
  2. If a User violates Paragraph 2, 3, 5 or 6 of Article 12, the User shall pay the amount equivalent to 150% of the usage fee (according to the price list prepared by Quadcept) as penalty from the time of downloading the Software to Quadcept. Even in this case, if damages incurred by Quadcept exceeds the amount of such penalty, Quadcept may claim for compensation for the damages against the User for the amount exceeding the penalty.

Article 17 (Amendment of Terms of Use)

  1. Quadcept may amend the Terms of Use at any time in accordance with the provisions of Article 548-4 of the Civil Code, if any of the following items applies. Any agreement executed after the amendment of the Terms of Use shall be governed by the amended Terms of Use.
    1. If the amendment of the Terms of Use serves general interests of the Users.
    2. If the amendment of the Terms of Use is not contrary to the purpose for which the agreement was made and is reasonable in light of the necessity of the amendment, the reasonableness of the amended content and its contents, and other circumstances pertaining to the amendment.
  2. When an amendment of the Terms of Use is made, Quadcept shall set the effective date of the amendment and notify the Users of the contents and effective date of the amended terms of Use at least two weeks prior to the effective date by displaying the amended Terms of Use on the website managed by Quadcept, or by other methods prescribed by Quadcept.
  3. Notwithstanding the provisions of Article 17.1 and 17.2, if a User uses the Software after the amendment of the Terms of Use has been made known to the User pursuant to Article 17.2, or if the User does not take the necessary procedures for cancellation within the period specified by Quadcept, such User shall be deemed to have agreed to the amendment to the Terms of Use.

Article 18 (Prohibition of transfer)

  1. Users shall not assign, transfer, grant a security interest in, or otherwise dispose of all or part of its rights or obligations under the license agreement of the Software or the Terms of Use to any third party without the prior written consent of Quadcept.

Article 19 (Governing Law)

  1. The formation, validity, performance and interpretation of the Terms of Use shall be governed by the laws of Japan.

Article 20 (Exclusive Jurisdiction)

  1. The Osaka District Court shall have exclusive jurisdiction in the first instance over any disputes related to the Terms of Use.