User Agreement

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. BY TAKING ANY OF THE FOREGOING ACTIONS OR OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT, YOU AGREE TO EACH TERM, CONDITION, AND DISCLAIMER CONTAINED IN THIS AGREEMENT AS OF THE DATE YOU FIRST TAKE SUCH ACTION OR OTHERWISE INDICATE YOUR ASSENT.

This Agreement is a legally binding agreement between you, the User (as defined below), and Citizen Watch Co., Ltd. (“Citizen”). User 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.

If User does not agree to the terms of this Agreement, User should not register for a Riiiver account, and User must not (and User is not granted any right to) access or use the Platform, Pieces, Iiideas or Riiiver Content in any manner. This Agreement is in addition to the terms and conditions contained in the Terms of Use, located at https://riiiver.com/en/terms/ , as may be updated from time to time by Citizen. In event of a conflict between this Agreement and the Terms of Use, the terms of this Agreement shall control with respect to the subject matter of this Agreement. Capitalized terms used in this Agreement have the meaning given in Section 13 14 or elsewhere in this Agreement. User’s violation of the Terms of Use constitutes a breach of this Agreement by User.

1.  User Account; User Platform Access.

(a)In order to access the Platform, Pieces, Iiideas and Riiiver Content, User is required to register for 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 User’s account information, including username and password, to other users. Citizen may, in its sole discretion, require User 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 portions or features of the Platform, Pieces, Iiideas or Riiiver Content to certain Users. Citizen may require User’s acceptance of additional terms and conditions before User 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 control, but only with respect to the Platform, Pieces, Iiideas and Riiiver Content to which they apply.

2. License to User.

(a)Subject to the terms and conditions of this Agreement, Citizen hereby grants User 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 with Pieces into Iiideas, and (iv) use Iiideas, in each case in accordance with this Agreement and solely for User’s own personal, non-commercial use.

(b)Except as expressly provided in this Agreement, no license, whether express or implied, under any Intellectual Property Rights of Citizen is granted to User. Except as expressly set forth in this Agreement, User will 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; (ivii) sublicense, rent, sell, lease, loan, provide, distribute, disclose, supply, time share, commercially exploit or otherwise transfer the Platform, Pieces, Iiideas, or Riiiver Content; (iv) circumvent or attempt to circumvent the authentication or security measures of Platform, Pieces, Iiideas, Riiiver Content, or other systems, networks or services of Citizen or its affiliates; (ivi) 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 (ixvii) cause, assist or permit any third party (other than as expressly permitted under this Agreement) to do any of the foregoing.

3. Ownership.

(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 User except for the limited licenses set forth herein. Citizen and its licensors reserve all rights in the Platform and all Riiiver Content, Iiideas, and Pieces not expressly granted under this Agreement. Provided that with respect to Pieces, the Developer Agreement shall control if the Parties have separately executed the Developer Agreement.

(b)As between Citizen and User, Citizen shall own all right, title, and interest in and to any modifications, derivatives, combinations, improvements, enhancements, or extensions of or to Pieces, Iiideas, Riiiver Content including all Intellectual Property Rights therein (“Improvements”) regardless of which Party created such Improvements. Provided that with respect to Piece, the Developer Agreement shall control if the Parties have separately executed a Developer Agreement. User hereby irrevocably assigns to Citizen all of User’s right, title and interest in and to such Improvements and agrees 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. User hereby waives any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that User or its employees or contractors may have in any Improvements.

4. Submission and Approval.

(a)If User produces a Iiidea and desires to havethat Citizen publish and distribute the Iiidea as part of its marketplace and/or directory of Iiiideas (the “Marketplace”) on the Platform, User shall submit the Iiiidea to Citizen to allow Citizen to review, test, and consider the Iiiidea for approval for the Marketplace.

(b)User will fully test each Iiidea prior to publication or distribution in the Marketplace. User is 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. User 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 User for the Iiidea.

(d)If, after approval by Citizen, User desires to publish changes to the Iiidea, User shall notify Citizen and re-submit the updated Iiidea for approval.

(e)User acknowledges 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 User.

5. Feedback.

In the absence of a separate written agreement to the contrary, Citizen will be free to use any information, suggestions or recommendations User provides to Citizen that relate to the Platform, Pieces, Iiideas, Riiiver Content, or Citizen’s confidential information and any Intellectual Property Rights in the foregoing (collectively, “Feedback”) for any purpose without obligation, compensation, or other liability to User. User agrees to grant and hereby grants 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.

6.  Fees.

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 Contents. User’s only recourse if it does not agree to pay such charges will be to terminate this Agreement or not use the applicable Platform, Pieces, Iiideas, and/or Riiiver Contents.

7.  Privacy Policy.

User agrees that all information provided by User to register for Riiiver account or that User otherwise provides to Citizen, including but not limited to through the use of any interactive features of the Platform and including data that Citizen collects from User’s use of the Platform, is governed by the Riiiver Privacy Policy https://riiiver.com/en/privacy/, and User consents to all actions Citizen takes with respect to such information consistent with the Riiiver Privacy Policy. User represents and warrants that (a) all information User provides to Citizen in connection with this Agreement is true and accurate.

8. Additional Terms.

(a)Notwithstanding any terms to the contrary in this Agreement, User acknowledges and agrees 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 the User to share data with such third party providers. Citizen provides such links only as a convenience and are not responsible for the products, services and other content available from the third party providers, and User acknowledges and agrees to assume all risk and liability for interaction and use of third party contents.

(b)User understands 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 User. User acknowledges and agrees that in the case of (and regardless of the reason for) such deletion, destruction or removal, Citizen shall not be obligated to (i) inform User of such 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 User; or (iv) refund any amounts already paid by User.

(c)Citizen is not responsible for the accuracy, reliability, availability, effectiveness or correct use of information User receives through the Platform or from Pieces, Iiideas or the Riiiver Content. The Platform 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 User’s current location, may be unavailable, inaccurate or incomplete.

(d)As part of User’s access and use of the Pieces, Iiideas, and Platform, User may receive notifications, text messages, alerts, emails and other electronic communications. User hereby consents to the receipt of such communications. [User may control most communications by accessing the User account on the Platform, although Citizen may be required to provide certain communications, such as service announcements and administrative messages. User is responsible for any messaging or data fees charged by User’s wireless carrier.]

9. Term; Termination.

(a)User’s 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”).

(b) User may terminate this Agreement by ceasing use of the Platform, Pieces, Iiideas, and Riiiver Content and providing notice thereof to Citizen. Citizen may terminate this Agreement or suspend User’s access to the Platform, Pieces, Iiideas and Riiiver Content for any reason at any time in Citizen’s sole discretion with or without notice.

(c)Upon termination of this Agreement for any reason, User must immediately cease all use of Riiiver Content, Pieces, Iiideas and Platform. The provisions of Sections 3, 4, 5, 6, 9(c), 10, 11, 12, 13 and 14, as well as User’s liability for amounts due or other liability under this Agreement will survive termination of this Agreement in accordance with their terms.

10.  Limitation of Liability.

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 USER OR ANY THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, 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 USER’S USE OR INABILITY TO USE THE PLATFORM, PIECES, IIIDEAS, RIIIVER CONTENT, OR ANY OTHER SERVICES, SOFTWARE OR MATERIALS PROVIDED TO USER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENT), EVEN IF CITIZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) SHALL CITIZEN’S TOTAL LIABILITY TO USER UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

11. Indemnification.

(a)User agrees 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) User’s breach of this Agreement; (ii) User’s use of the Platform, Pieces, Iiideas, or any Riiiver Content; or (iii) User’s distribution or use of any Piece or any other software or materials that access any Riiiver Content or Platform or are 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 User 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.

12.  No Warranty.

CITIZEN PROVIDES THE PLATFORM, PIECES, IIIDEAS AND RIIIVER CONTENT TO USER 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. CITIZEN MAKES NO REPRESENTATION OR WARRANTY THAT THE RIIIVER CONTENT, PIECE, IIIDEAS OR PLATFORMWILL BE ERROR FREE, RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SUCH LIMITATION WILL NOT APPLY TO USER IF USER IS LOCATED IN SUCH A JURISDICTION.

USER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE RIIIVER CONTENT, PIECES, IIIDEAS, PLATFORM, AND ANY OTHER SOFTWARE OR MATERIALS THAT ACCESS RIIIVER CONTENT OR PLATFORM AND ASSUMES ALL RISKS ASSOCIATES WITH THE EXERCISE OF USER’S RIGHTS UNDER THIS AGREEMENT.

USER’S 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.

13. Miscellaneous.

(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 the United States and the state of New York, excluding the application of its conflicts of law rules that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Unless waived by Citizen in its sole discretion, the exclusive venue and jurisdiction for any disputes or actions arising out of or related to this Agreement will be the state and federal courts in New York, United States.

(c)User acknowledges and agrees that User’s 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 User (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 User to do so will be null and void and of no effect.

(f)User represents and warrants that (a) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) User is not listed on any U.S. Government list of prohibited or restricted parties. User will comply with all applicable export control laws in connection with the Platform and Riiiver Content.

(g)The Pieces, Iiideas and Platform are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if User is the U.S. Government or any contractor therefor, User shall receive only those rights with respect to the Pieces, Iiideas and Platform as are granted to all other end users under license, in accordance with (i) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

(h)Any notice required or permitted hereunder will be in writing and delivered as follows. Notice from User to Citizen will be sent by courier or overnight delivery service to [ADDRESS]

Attn: Open Innovation Dept.
6-1-12 Tanashi-cho, Nishi-Tokyo-shi, Tokyo 188-8511, Japan

Notice from Citizen to User will be sent by electronic mail to the address User 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 User believes that anything on the Platform infringes upon any copyright which User owns or controls, User may file a notification with Citizen’s agent to receive any notifications from third parties of claimed copyright infringement at:

By E-Mail: support. riiiver@citizen.co.jp with the subject line “DMCA”

By Mail:
Attn: Open Innovation Dept.
6-1-12 Tanashi-cho, Nishi-Tokyo-shi, Tokyo 188-8511, Japan

(j)This Agreement, together with the Terms of Use and Privacy Policy, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions in this Agreement will be binding on Citizen unless made in writing and signed by an authorized representative of Citizen. Citizen reserves the right, in its sole discretion, to modify the terms of this Agreement at any time. The waiver of any breach of default of this Agreement will not constitute a waiver of any subsequent breach or default.

(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.

14. Definitions.

“Intellectual Property Rights” means all patent, copyright, trademark, trade secret and other intellectual property rights.

“Iiidea” means an application consisting of Pieces.

“Laws” means all applicable federal, state, local and international 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 Users any Pieces, Iiideas and other Riiiver Content on or through riiiver.com. For each Piece and Iiidea, the applicable Platform is the Platform designed by Citizen for access by the User 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 on or through the Platform, as each of the foregoing may be modified from time to time by Citizen.

Last Modified: August 7, 2019