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Terms of Use


These Terms of Use stipulate the terms and conditions for the granting of licenses by Fixstars Corporation (“we”, “us”, “our”, etc.) to User for use of Amplify (“Amplify”) for provision of development and execution environment using quantum annealing machine. There are two types of Amplify licenses: the “trial license” that enables development and execution under certain restrictions, and the “Pro license” that does not have such restrictions. Unless otherwise specified, these Terms apply to both license types.

Before using Amplify, User shall carefully read and agree to the entire text of these Terms of Use. User are deemed to have fully agreed to these Terms of Use when they click on our website to the effect that they agree to these Terms of Use, download Amplify SDK (defined Article 1(c)) or complete the other procedures specified by us.

1. Definitions

The terms used in these Terms of Use, in addition to those defined in the preamble, shall have the meanings ascribed to them below.

  1. “Amplify SDK” means a set of software tools for developing programs that run in the Annealing Machine Execution Environment (defined below). This includes sample programs provided by us.
  2. “Developed Program” means a program developed using Amplify SDK.
  3. “Annealing Machine Execution Environment” means the execution environment for various annealing machines provided by us in a cloud environment for running Developed Programs.
  4. “Amplify” means the provision of Amplify SDK and the provision of the Annealing Machine Execution Environment.
  5. “Access Token” means a token necessary for connecting to the Annealing Machine Execution Environment.
2. Application of Terms of Use
  1. If we post rules regarding the use of Amplify on our website, such rules shall form part of these Terms of Use.
  2. If the content of these Terms of Use differs from the rules of the preceding paragraph, the provisions of these Terms of Use shall take precedence.
  3. We reserve the right to change these Terms of Use if we find it necessary. If we change these Terms of Use, we will inform User of the content and effective date of these Terms of Use after the change by posting on the Fixstars website or other appropriate method, or by notifying User.
3. Amplify SDK License
  1. We grant to you a nonexclusive license to install Amplify SDK and use it for yourself under the conditions stipulated in these Terms of Use.
  2. You may not use Amplify SDK over a network from a computer other than the one onto which it was installed.
  3. Amplify SDK contains programs developed by third parties. When you use Amplify SDK, the license conditions (<link>) for these programs also apply.
  4. Copyrights (including the rights of Articles 21 to 28 of the Copyright Act of Japan) and all other intellectual property rights relating to Amplify SDK (including images, videos, audio, texts, programs, ideas, know-how, designs, algorithms, and data relating to the foregoing), belong to us or third parties who have granted licenses to us, and are not transferred to you by agreeing to these Terms of Use.
  5. You acknowledge that agreeing to this license does not entitle you to receive provision or disclosure of source code for any part of Amplify SDK; provided, however, that this does not apply to sample programs and OSS etc. that are voluntarily disclosed by us or that are required to be disclosed under licenses from third parties.
  6. Free License customers may use Amplify SDK only for development purposes utilizing annealing computing, and may not use Amplify SDK to run Developed Programs for actual operational purposes as set forth below. In this case, the customer is required to execute a separate Paid License agreement.
    1. Using Developed Programs for your sales and business activities; and
    2. Providing Developed Programs to third parties, whether paid or free of charge.
  7. We may modify Amplify SDK for such purposes as adding functions, improving performance, and repairing defects, without prior notice to the customer. If modifications are made, you may use the modified version of Amplify SDK; provided, however, that we are not obligated to modify Amplify SDK.
4. Annealing Machine Execution Environment License
  1. We grant to you a non-exclusive license to use the Annealing Machine Execution Environment to run Developed Programs for yourself under the conditions stipulated in these Terms of Use; provided, however, that the annealing machine that can be used by Free License customers is limited to Amplify AE.
  2. Access Tokens distributed to customers are required for use of the Annealing Machine Execution Environment. Customers shall appropriately manage Access Tokens so that they will not be provided or transferred to third parties and unauthorized access etc. by third parties does not occur.
  3. 3(d) and 3(e) shall apply mutatis mutandis to intellectual property rights relating to the Annealing Machine Execution Environment.
  4. 2(f) shall apply mutatis mutandis to the use of the Annealing Machine Execution Environment.
  5. We may modify the Annealing Machine Execution Environment (including addition, replacement, and specification changes of annealing machines) without prior notice to customers. We will not operate previous Developed Programs after modification of the Annealing Machine Execution Environment. Further, we are not obligated to modify the Annealing Machine Execution Environment.
  6. We reserve the right suspend or interrupt the provision of all or part of the Annealing Machine Execution Environment without prior notice to customers in any of the following cases.
    1. When carrying out maintenance work;
    2. When the Annealing Machine Execution Environment cannot be provided stably because of communication line failure, unauthorized access, software failure, hardware failure, or other reasons;
    3. When a defect occurs because of a failure in the service of a third party necessary for providing the Annealing Machine Execution Environment or other reasons not attributable to us;
    4. If we otherwise determine that suspension or interruption is necessary.
5. Fees

Users with a Pro license shall pay the usage fees specified by us by the method specified by us in order to use Amplify. We will not be obligated for any reason to refund usage fees paid by Users unless otherwise provided in these Terms of Use.

6. Prohibisions
  1. Users shall not engage in any of the followings without our prior consent.
    1. Allowing a third party other than the User (including its officers and employees if the User is a corporation) to use Amplify;
    2. Reproducing all or a part of Amplify SDK for the purpose other than back-up or archve;
    3. Using Amplify to develop malware and other applications that are contrary to public order and morals or are illegal;
    4. Using Amplify for the purpose of conduct that violates laws and regulations, criminal acts, or conduct that infringes the rights of third parties;
    5. Altering or modifying all or part of Amplify;
    6. Incorporating all or part of Amplify into part of other software, or incorporating all or part of other software into part of Amplify
    7. Analyzing the structure, functions, or processing methods etc. of Amplify by tracing, debugging, disassembling, reverse engineering, decompiling, or other means, or attempting to obtain the source code of all or part of Amplify;
    8. Assigning, renting, leasing, sublicensing, or creating a security interest in rights granted to the User in accordance with these Terms of Use to a third party;
    9. Publishing a copy of the Amplify SDK on a computer network that can be accessible by a third party;
    10. Providing Amplify to a third party or allowing a third party to use Amplify for profit;
    11. Engaging in unauthorized access or cracking, causing excessive loads, or engaging in other conduct causing errors in normal operation with respect to Amplify;
    12. Disclosing access tokens to a third party or publishing them; and
    13. Other use beyond the scope permitted by these Terms of Use.
  2. Users shall permit audits by us or third parties entrusted by us and provide necessary cooperation in order to confirm compliance with the provisions of these Terms of Use. We will bear audit expenses unless a breach of the provisions of these Terms of Use is found.
  3. We reserve the right to limit or suspend the use of Amplify without prior notice if we determine that any conduct set forth in (a) or any other conduct breaching these Terms of Use has occurred. We will not be liable for any damage caused to users as a result of the suspensions or limitations in this paragraph.
7. Use environment

When using Amplify, Users shall prepare the computer environment specified by us, including computer terminals and communication lines, at their own expense and responsibility. We are not responsible for Users’ environments or deficiencies in equipment, software, etc. that are not under our control.

8. Warranty
  1. We shall not be liable with respect to whether the use of Amplify suits any particular purpose of Users, whether it has the expected functions, merchantability, accuracy, completeness, or usefulness, whether the processing results etc. are accurate, whether it can be used continuously, or whether any deficiencies will not arise.
  2. We shall not be liable even if Users suffer damage or problems occur with respect to Amplify due to any earthquake, lightning strike, fire, storm or flood, earthquake, power outage, natural disaster, or other force majeure, act by third parties or other accident, willful misconduct, negligence, or misuse by Users, or use under other abnormal conditions.
9. Limitation of liability
  1. Except in the event of willful misconduct or gross negligence by us, we shall not be liable for any damage (including profits, data loss and damage, other financial damage, and damage caused to third parties) resulting from the use of or inability to use Amplify.
  2. In the event of damage suffered by a User because of willful misconduct or gross negligence by us, we will not be liable for compensation in excess of the total amount of usage fees paid to us by the User in the past six months (10,000 yen for a Trial license), and we shall not be held liable to compensate for any incidental damage, indirect damage, special damage, future damage, or lost profits.
  3. The provisions of the preceding paragraphs will not apply if the agreement between us and Users under these Terms of Use falls under a consumer contract as specified in the Consumer Contract Act (Law No. 61 of 2000) (“Consumer Contract”); provided, however, that even if this paragraph applies, with respect to liability for default or tort due to negligence (excluding gross negligence) by us, our liability for damages to Users shall be limited to the scope of direct and ordinary damage, up to the amount specified in (b), and we will not be liable for indirect damage, special damage, lost profits, or other damage due to special circumstances regardless of whether it is foreseeable or predictable.
10. Support
  1. We will provide support to Users in relation to Amplify by the method specified by us; provided, however, that all such support shall be provided online (by chat), and we are not obligated to respond to all User questions and requests within a certain period of time.
  2. Terms and conditions of supports for Pro license Users will be specified separately.
11. User registration
  1. Users are required to complete user registration with us in order to use Amplify (however, registration is optional for trial licenses). We will appropriately handle personal information collected by us in accordance with our privacy policy (https://www.fixstars.com/en/privacy/).
12. Termination of license
  1. We may terminate Amplify license agreements with Users if any of the following events occurs:
    1. If a User breaches the provisions of these Terms of Use; or
    2. If a User engages in any other serious breach of trust.
  2. In addition to the cases set forth in the preceding paragraph, if there are unavoidable reasons, we may terminate the provision of Amplify by making an announcement on our website at least one month in advance.
  3. Once a license for Amplify has expired for any reason, the User will no longer be able to use Amplify and will delete Access Token.
13. Compliance with export regulations

Users shall comply with laws, orders, rules, and other regulations relating to export controls (“Export Regulations”) applicable to Amplify in Japan and other applicable countries, and must not use Amplify in a manner that violates Export Regulations.
We shall not be liable for any hindrance or damage caused by claims or litigation by third parties because of a violation of Export Regulations stemming from the use of Amplify by Users.

14. Assignment etc. of contractual status pursuant to these Terms
  1. Users shall not assign, transfer, create a security interest in, or otherwise dispose of their contractual status pursuant to these Terms of Use or their rights or duties hereunder to a third party without our prior written consent.
  2. If we transfer business relating to Amplify to another entity, in conjunction with such transfer of business, we may assign our contractual status pursuant to these Terms of Use, our rights and duties hereunder, User’s registration information, and other User information to the assignee of such transfer of business, and users are hereby deemed to have consented to such assignment in advance. A transfer of business as specified in this paragraph shall include not only a transfer of business but also a company split and any other case where business is transferred.
15. Severability

Even if any provision of these Terms of Use or a part thereof is determined to be invalid or unenforceable in accordance with laws and regulations etc., the remaining provisions of these Terms of Use and the remaining portions of the provisions determined to be invalid or unenforceable shall continue to be in full force.

16. Generals
  1. The Japanese language version of these Terms of Use shall be the original version. In the event of any contradiction or conflict between a version hereof translated into another language and the Japanese version, the Japanese version shall prevail.
  2. These Terms of Use shall be governed by the laws of Japan
  3. The Tokyo District Court shall be the exclusive court of first instance for any litigation arising in connection with matters stipulated in these Terms of Use or Amplify.

Enacted February 1, 2021