PLEASE CAREFULLY REVIEW THIS USER AGREEMENT (this “Agreement”) BEFORE REGISTERING FOR OR OTHERWISE ACCESSING OR USING THE PLATFORM (INCLUDING ANY PIECES OR IIIDEAS) OR RELATED DOCUMENTATION OR MATERIALS. IF YOU USE THE PLATFORM OR INDICATE THAT YOU ASSENT TO THIS AGREEMENT, YOU WILL BE HELD TO HAVE AGREED TO THIS AGREEMENT FROM THAT TIME.
This Agreement is a legally binding agreement between You (“You”, “Your” or “User”) , and Citizen Watch Co., Ltd. (“Citizen”). You and Citizen are each referred to individually herein as a “Party” and collectively as the “Parties.” As used in this Agreement, the term “User” means You, the person who enters into this Agreement in order to use or access the Platform, Pieces, Iiideas and/or any Riiiver Content. If You are an individual working for a company, then the term “User” includes You and Your company, and You and Your company agree, jointly and severally, to be bound by this Agreement. You represent that You are fully competent, and have all authority necessary, to enter into this Agreement, including on behalf of Your company, if applicable.
(a)In order to access the Platform, Pieces, Iiideas and Riiiver Content, You are required to register for a Riiiver account and maintain current, up-to-date registration information, which may include a valid email address, registration information for mobile phones, and other contact information. User agrees (i) to provide Citizen with accurate, complete and up to date information and (ii) to not use another user’s account or provide Your account information, including username and password, to other users. Citizen may, in its sole discretion, require You to update or renew its registration for the Platform or refuse registration of, or cancel an account user name.
(b)Citizen may at any time, in its sole discretion, restrict or limit access to one or more sections or features of the Platform, Pieces, Iiideas or Riiiver Content to certain Users. Citizen may require acceptance of additional terms and conditions before You may access, use or upload with the Platform, Pieces, Iiideas or certain Riiiver Content. Any such additional terms become part of this Agreement with respect to the Platform, Pieces, Iiideas or Riiiver Content to which they apply. In the event of a conflict, ambiguity or inconsistency between additional terms and any other terms set forth in this Agreement, the additional terms will prevail, but only with respect to the Platform, Pieces, Iiideas and Riiiver Content to which they apply.
(a)Subject to the terms and conditions of this Agreement, Citizen hereby grants You a limited, non-exclusive, revocable, worldwide, non-transferable license (without the right to sublicense) during the Term to (i) access and use the Platform and Riiiver Content, (ii) access and use Pieces, (iii) combine Pieces into Iiideas, and (iv) use Iiideas in accordance with this Agreement and solely for User’s own personal, non-commercial use, unless you are also party to a Developer Agreement with Citizen.
(b)Except as expressly provided in this Agreement, no license, whether express or implied, under any Intellectual Property Rights of Citizen is granted to You. Except as expressly set forth in this Agreement, You must not: (i) use the Platform, Pieces, Iiideas, or Riiiver Content in any manner inconsistent with or not expressly authorized by this Agreement; (ii) create or use any Iiideas for any medical purposes; (iii) modify, decompile, reverse engineer, deconstruct, decrypt, or disassemble the Platform, Pieces, Iiideas, or any Riiiver Content or otherwise attempt to derive the source code or any algorithm, process or procedure contained within or provided in the Platform, Pieces, Iiideas, or Riiiver Content; (iv) sublicense, rent, sell, lease, loan, provide, distribute, disclose, supply, time share, commercially exploit or otherwise transfer the Platform, Pieces, Iiideas, or Riiiver Content; (v) circumvent or attempt to circumvent the authentication or security measures of the Platform, Pieces, Iiideas, Riiiver Content, or other systems, networks or services of Citizen or its affiliates; (vi) attempt to access or interface with the Platform or other Citizen system, network, or service not specifically authorized under this Agreement; (vii) engage in any illegal or fraudulent activity of any kind or use the Platform, Riiiver Content, Iiideas, or Pieces for unlawful, threatening, harassing, obscene or infringing purposes; (viii) remove, alter, modify or cover any copyright or other proprietary rights notice within the Platform, Pieces, Iiideas, or Riiiver Content; or (ix) cause, assist or permit any third party (other than as expressly permitted under this Agreement) to do any of the foregoing.
(a)No right, title or interest in or to any Intellectual Property Rights in the Platform, Pieces, Iiideas, or Riiiver Content made available through the Platform is transferred to You except for the limited licenses described in this Agreement. Citizen and its licensors reserve all rights in the Platform, and all Pieces, Iiideas, and Riiiver Content not expressly granted under this Agreement. With respect to Pieces, the Developer Agreement will apply if the Parties have separately executed the Developer Agreement.
(b)Citizen shall own all right, title, and interest in and to any modifications, derivatives, combinations, improvements, enhancements, or extensions of or to any Pieces, Iiideas, Riiiver Content including all Intellectual Property Rights therein (“Improvements”) regardless of which Party created such Improvements, save that with respect to Pieces, the Developer Agreement shall apply if the Parties have separately executed a Developer Agreement. You hereby irrevocably assign to Citizen all of Your rights, title and interest in and to such Improvements and agree to execute such documents, render such assistance and take such other actions as Citizen may reasonably request, at Citizen’s expense, to apply for, register, perfect and protect Citizen’s rights in the Improvements. You hereby waive any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that You may have in any Improvements.
(a)If You produce an Iiidea and desire to have Citizen publish and distribute the Iiidea as part of its marketplace and/or directory of Iiideas (the “Marketplace”) on the Platform, You shall submit the Iiiidea to Citizen to allow Citizen to review, test, and consider the Iiiidea for approval for the Marketplace.
(b)You will fully test each Iiidea prior to publication or distribution in the Marketplace. You are solely responsible for all costs related to production of Iiideas, including modifications to meet Citizen’s requirements.
(c)Approval of the Iiidea may be granted or withheld in Citizen’s sole discretion. Approval does not constitute an endorsement by Citizen or any of its affiliates of the Iiidea, or create any obligation or commitment of Citizen to include such Iiidea in the Marketplace, or to otherwise distribute, publicize, promote, market or otherwise endorse such Iiidea. You may not make public statements that state or indicate that an Iiidea is affiliated with, certified by or otherwise endorsed by Citizen without Citizen’s prior written consent, which may be withheld by Citizen in its sole discretion. Citizen has no obligation to provide any support, troubleshooting or maintenance to You for the Iiidea.
(d)If, after approval by Citizen, You desire to publish changes to the Iiidea, You must notify Citizen and re-submit the updated Iiidea for approval.
(e)You acknowledge and agrees that, even if Citizen approves the Iiidea, Citizen may withdraw such approval, or delete or remove the Iiidea from the Marketplace, at any time in its sole discretion without any reason and without any liability to You.
In the absence of a separate written agreement to the contrary, Citizen will be free to use any information, suggestions or recommendations You provide to Citizen that relate to the Platform, Pieces, Iiideas, Riiiver Content, or Citizen’s confidential information (collectively, “Feedback”) and any Intellectual Property Rights in such Feedback for any purpose without obligation, compensation, or other liability to You. You grant Citizen and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
Citizen reserves the right and may at its sole discretion, at any time, charge for access or use of the Platform, Pieces, Iiideas, or Riiiver Content. Your only recourse if You do not agree to pay such charges will be to terminate this Agreement or not use the applicable Platform, Pieces, Iiideas, and/or Riiiver Contents.
You agree that (a) all information You provide to Citizen in connection with this Agreement is true and accurate, (b) any works newly created by You which are provided to Citizen are the original works, (c) any information and works which You provide to Citizen do not infringe any Intellectual Property Rights or other rights of any third party throughout the world, and (d) any information and works which You provide to Citizen will at all times comply with all Laws.
(a)Notwithstanding any terms to the contrary in this Agreement, You acknowledge and agree that (i) the Platform, Pieces, Iiideas, and Riiiver Content may contain third party software and (ii) use of such third party software is subject to the terms of the third party licenses applicable to the third party software described at https://riiiver.com/en/libraries/ and the license grants and use restrictions in this Agreement do not apply to such third party software. The Platform may display or permit linking or other access to or use of third party content, promotions, websites, apps, services and resources that are not under Citizen’s control, and which may include the opportunity for You to share data with such third party providers. Citizen provides such links only as a convenience and is not responsible for the products, services and other content available from the third party providers, and You assume all risk and liability for interaction with and use of third party content.
(b)You understand that any Piece, Iiidea and/or other contents or data which are uploaded to or present on the Platform may be deleted, destroyed or removed, from time to time due to technical problems or maintenance of the Platform, Citizen’s own business reasons, or other reasons, in each case in Citizen’s sole discretion and without any notice to You. You acknowledge and agree that in the case of (and regardless of the reason for) such deletion, destruction or removal, Citizen shall not be obligated to (i) inform You of such an event; (ii) restore the Piece, Iiidea and/or other contents or data, or re-upload them to the Platform; (iii) pay any damages incurred by You; or (iv) refund any amounts already paid by You.
(c)Citizen is not responsible for the accuracy, reliability, availability, effectiveness or correct use of information You receive through the Platform or from Pieces, Iiideas, or the Riiiver Content. The Platform, Pieces, Iiideas, and Riiiver Content may change from time to time or vary by geographic location. Maps, directions, and other GPS or navigation data, including data related to Your current location, may be unavailable, inaccurate or incomplete.
(a)Your right to use the Platform, Pieces, Iiideas, and Riiiver Content as provided in this Agreement continues until it is terminated by either Party (the “Term”).
(c)Upon termination of this Agreement for any reason, You must immediately cease all use of the Platform, Pieces, Iiideas and Riiiver Content. The provisions of Sections 3, 4(e), 5, 6, 8, 10(c), 11, 12, 13, 14, and 15 as well as Your liability for amounts due or other liability under this Agreement will survive termination of this Agreement in accordance with their terms.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT (A) WILL CITIZEN OR ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, NOR FOR DAMAGES RESULTING FROM DELAY OF DELIVERY, FOR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR YOUR USE OR INABILITY TO USE THE PLATFORM, PIECES, IIIDEAS, RIIIVER CONTENT, OR ANY OTHER SERVICES, SOFTWARE OR MATERIALS PROVIDED TO YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), EVEN IF CITIZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) CITIZEN’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES WILL NOT EXCEED THE AMOUNT OF FIFTY POUNDS STERLING (£50.00) IN THE UNITED KINGDOM OR FIFTY EURO (€50.00) IN THE REPUBLIC OF IRELAND (AS APPLICABLE). THIS DOES NOT EXCLUDE, RESTRICT OR MODIFY ANY LIABILITY WHICH CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR: IN THE UNITED KINGDOM (I) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; OR, IN THE UNITED KINGDOM AND REPUBLIC OF IRELAND, LIABILITY FOR (II) FRAUD OR FRAUDULENT MISREPRESENTATION.
(a)You agree to indemnify and hold harmless Citizen and its affiliates, and their respective officers, agents, licensors, employees and contractors from and against any and all third party claims, suits, actions, or proceedings (in each case including all related liability, loss, cost, damage, and expense, including reasonable attorneys’ fees) arising out of or relating to: (i) Your breach of this Agreement; (ii) Your use of the Platform, Pieces, Iiideas, or any Riiiver Content; or (iii) Your distribution or use of any Pieces or any other software or materials that access any Platform, Pieces, Iiideas or Riiiver Content is otherwise provided to Citizen in connection with this Agreement, including alleged infringement or misappropriation of any third party’s Intellectual Property Rights.
(b)Citizen shall have the right to participate, at Citizen’s expense, in its defense with counsel of its choosing. In no event will You enter into any settlement or like agreement with any third party that affects Citizen’s or its affiliates’ rights or binds Citizen or its affiliates in any way without Citizen’s prior written consent.
CITIZEN PROVIDES THE PLATFORM, PIECES, IIIDEAS AND RIIIVER CONTENT TO YOU ON AN “AS-IS” AND “WHERE AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW. CITIZEN MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM, PIECES, IIIDEAS OR RIIIVER CONTENT WILL BE ERROR FREE, RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE PLATFORM, PIECES, IIIDEAS, RIIIVER CONTENT, AND ANY OTHER SOFTWARE OR MATERIALS THAT ACCESS THE PLATFORM, PIECES, IIIDEAS, OR RIIIVER CONTENT, AND ASSUMES ALL RISKS ASSOCIATES WITH THE EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT.
YOUR SOLE REMEDY AGAINST CITIZEN FOR DISSATISFACTION UNDER THIS AGREEMENT IS TO STOP USING THE PLATFORM, PIECES, IIIDEAS AND RIIIVER CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
(a)The Parties are independent contractors and this Agreement will not be construed as creating a partnership, joint venture or agency relationship. Neither Party has the authority to bind the other or assume or create any obligation or liability on the other’s behalf.
(b)This Agreement will be governed by the Laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The exclusive venue and jurisdiction for any disputes or actions arising out of or related to this Agreement will be the Courts of England and Wales. If you are a consumer, nothing in this clause prevents you from making a claim in the country where you reside.
(c)You acknowledge and agree that Your breach of this Agreement would cause irreparable harm to Citizen or its affiliates or their respective suppliers and licensors, for which they would not have an adequate remedy at law, and therefore Citizen and its affiliates and their respective suppliers and licensors will be entitled to immediate equitable relief, including injunctive relief to enjoin such a breach, without posting bond or other security.
(d)If any provision of this Agreement is invalid or unenforceable, that will not affect the validity or enforceability of the remaining terms of this Agreement, and such provision will be enforced to the maximum extent permissible by Law so as to affect the intent of the Parties.
(e)This Agreement may not be assigned or transferred by You (in whole or in part and whether voluntarily, involuntarily or by operation of law) without the prior written consent of Citizen, and any attempt by You to do so will be null and void and of no effect.
(h)Any notice required or permitted hereunder will be in writing and delivered as follows. Notices from You to Citizen will be sent by courier or overnight delivery service to the following address: firstname.lastname@example.org
Attn: Open Innovation Dept.
6-1-12 Tanashi-cho, Nishi-Tokyo-shi, Tokyo 188-8511, Japan
Notices from Citizen to You will be sent by electronic mail to the address You provided when registering for access to the Platform or any postal mail address otherwise provided by User. Any Party may change its address upon written notice to the other Party.
(i)If You believe that anything on the Platform, Pieces, Iiideas or Riiiver Content infringes upon any copyright which You own or control, You may file a notification with Citizen’s agent to receive any notifications from third parties of claimed copyright infringement at:
By E-Mail: email@example.com with the subject line “DMCA”
Attn: Open Innovation Dept.
6-1-12 Tanashi-cho, Nishi-Tokyo-shi, Tokyo 188-8511, Japan
(k)This Agreement is for the sole benefit of the Parties hereto and their successors and permitted assigns, and nothing herein express or implied shall give, or be construed to give, any person or entity other than the Parties hereto any legal or equitable rights hereunder.
(l)The section headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” All references in this Agreement to “Sections” are intended to refer to sections of this Agreement.
“Intellectual Property Rights” means all patent, copyright, trade marks and service marks, business names, goodwill and the right to sue for passing of or unfair competition, rights in get-up or trade dress, design rights and database rights, know-how, moral rights, trade secrets and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist anywhere in the world.
“Iiidea” means an application consisting of Pieces.
“Laws” means all applicable laws, rules, regulations, and orders of governmental authorities.
“Piece” means a software module, whether for a personal computer, smartphone, tablet, watch or other device, that interfaces with the Platform and is designed to be combined with other Pieces to make an Iiidea.
“Platform” means a system, network, or service (including mobile applications) of Citizen or any Citizen affiliate, for which Citizen makes available access to You any Pieces, Iiideas and other Riiiver Content. For each Piece and Iiidea, the applicable Platform is the Platform designed by Citizen for access by You to use the applicable Pieces or Iiideas.
“Riiiver Content” means any and all manuals, user guides, specifications, technical information, web pages, apps, content, data, and information or other documentation provided by Citizen, as each of the foregoing may be modified from time to time by Citizen.
Last Updated: December 14th, 2022