Last modified 10 March 2019.

1. General Information.

This agreement (“EULA”) is between the legal entity you represent and WRUFF LLC (“Wruff”), a Japanese company. This agreement applies to your use of any of the websites, apps, software or services that Wruff operates or owns the copyrights of, referred to as the “Services”.

In this EULA, any reference to “you” or “your” refers to the legal entity that you represent, and any reference to “us”, “we”, or “our” refers to Wruff.

This EULA forms a binding legal agreement between you and Wruff in relation to your use of the Services.

2. Your Agreement to the EULA.

YOUR ACCESS OR USE OF THE SERVICES IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE EULA. By accessing or using any of the Services you also represent that you have the legal authority to accept the EULA on behalf of yourself and any party you represent in connection with your use of the Services. If you do not agree to the EULA, you are not authorised to use any of the Services.

3. Changes to the EULA.

From time to time, Wruff may change, remove, add to or otherwise modify the EULA, and reserves the right to do so in its discretion. In that case, we will replace the EULA with the updated EULA, and indicate the date of revision. We encourage you to periodically review the EULA. In addition, if our modifications are material, we may make commercially reasonable efforts to notify you electronically. For example, we may send a message to your email address, if we have one on file, or we may display a notice indicating that the EULA has changed. All new and/or amended clauses within the EULA take effect immediately; provided, however, that if deemed material by Wruff at its sole discretion, such new and/or additional material terms will be marked as such and will take effect 30 days after they are updated. Notwithstanding the foregoing, (i) no modification to the EULA will apply to any dispute between you and Wruff that arose prior to the effective date of any modification and (ii) if you do not agree with any modification to the EULA, you may terminate this agreement by ceasing use of the Services. Your continued use of any Services after a new and/or revised EULA is effective indicate that you have read, understood and agreed to the newer EULA.

4. Provision of the Services Generally.

Wruff makes the Services available to you on the terms in this EULA. You may only use the Services in accordance with this EULA. In particular but without limitation, you may not use the Services for any purpose that is unlawful or prohibited by this EULA, or any other conditions or notices that are made available on any of the Services.

5. No Warranties.

Wruff provides all Services, information, tools and licenses on an “as-is” basis. Wruff makes no warranties regarding any information, tools or licenses provided on or through the Services, and disclaims liability for damages resulting from their use.

6. Your Location.

Wruff makes no representations that the Services are appropriate or available for use in your location. If you are accessing or using any of the Services, you do so at your own risk and you are responsible for compliance with local law.

7. User Conduct.

Users agree not to use the Services to:

1. Post, use or transmit Content that you do not have the right to post or use, for example, under intellectual property, confidentiality, privacy or other applicable laws;
2. Post, use or transmit unsolicited or unauthorised Content, including advertising or promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of unsolicited or unwelcome solicitation or advertising;
3. Post, use or transmit Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Services or servers or networks connected to the Services, or that disobeys any requirements, procedures, policies or regulations of networks connected to the Services;
4. Post or transmit Content that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false and misleading, incites an illegal act, or is otherwise in breach of your obligations to any person or contrary to any applicable laws and regulations;
5. Intimidate or harass another;
6. Use or attempt to use another’s account, service, or personal information;
7. Remove, circumvent, disable, damage or otherwise interfere with any security-related features that enforce limitations on the use of the Services;
8. Attempt to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through hacking password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted through the Services;
9. Use any means to bypass or ignore robots.txt, or other measures we use to restrict access or use of the Services;
10. Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
11. Post or transmit any personally identifiable information about persons under 13 years of age.

In addition, you may not (and may not authorise another party to): (i) frame or otherwise co-brand the Services (for example, by displaying a name, logo, trademark or other means of attribution of a third party that is reasonably likely to give the user the impression that that third party has the right to display, publish or distribute the Services); or, (ii) use any Services in any manner that could disable, overburden, damage or impair such Services, or interfere with any other party’s use and enjoyment of any Services.

8. Terms Relating to Content on the Services.

1. Responsibility for Content. You understand that all material, data and information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (collectively, “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated. This includes assertions that persons may make, expressly or impliedly, about the provenance and ownership of Content that they supply, upload, list and/or link to. You acknowledge that Wruff does not make any representations or warranties about the Content, including without limitation, about the accuracy, integrity or quality of the Content made available at the instigation of users of the Services. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances is Wruff liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted to, linked to or otherwise accessible or made available via the Services.
2. Licenses Associated With Content on the Services.
   1. Wruff Content: All Content (other than computer software) owned by Wruff and made available by Wruff through the Services is not licensed for reuse, unless marked otherwise.
   2. Your Content: You retain the copyright in your Content that you provide in connection with the Services.
   3. Third Party Content: Third Party Content and Third Party Websites that Wruff links to or embeds through the Services, including but not limited to blogs and news feeds, are subject to the license terms accompanying such Content. For Third Party Content and Third Party Websites that Wruff supplies, as a courtesy Wruff may take reasonable steps to clearly mark the license terms of any such Third Party Content or Third Party Websites; provided, however, that Wruff cannot and does not make any guarantee or warranty whatsoever about the license terms of Third Party Content or Third Party Websites and provides all such information AS-IS. We encourage you to always verify the license of any such Content before use.
3. Content You Provide. You may only submit Content to the Services that you have the right to submit. This means that you can only submit Content that you yourself create, that is in the public domain or that you have been expressly granted the right to submit consistent with the EULA. For the avoidance of doubt, Content that infringes the rights of any third party (e.g., Content used without express permission of the copyright owner and not otherwise permitted by law) must not be submitted. You represent, warrant and agree that no Content of any kind submitted, posted or otherwise shared by you on or through any of the Services, violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contains libellous, defamatory or otherwise unlawful material. Further, you represent, warrant and agree not to submit any personally identifiable information, including any Content containing personally identifiable information, about any person who is under 13 years of age. Wruff may, but is not obligated to, review your submissions and may delete or remove (without notice) any Content in its sole discretion that Wruff determines violates the EULA or that may be offensive, illegal, or that might violate the rights, harm or threaten the safety of others. Wruff does not endorse or support any Content posted by you or any other third party on or through the Services. You alone are responsible for creating backup copies and replacing any Content you post on the Services, and you authorise Wruff to make copies of your Content as we deem necessary in order to facilitate the posting of your Content on the Services.
4. Use of Content on the Services. You may use the Content you find on the Services in accordance with the terms of the license applicable to that Content. For the avoidance of doubt, you must attribute all Content (except public domain Content) in the manner specified by the author or licensor (including attribution to any designated Attribution Party) and in accordance with the terms of such license and you must not remove or alter any copyright, trademark, name or other notice or legend that appears in connection with the Content. You represent and warrant to Wruff that you will use any and all Content on our Services in accordance with the applicable license. You should be sure to review the terms of that license before you use the Content to which it applies so that you know what you can and cannot do. By using the Services, you agree that you are solely responsible for your use of any and all Content made available thereon. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the provenance, ownership, accuracy, completeness, or reliability of such Content. In this regard, you acknowledge that you may not rely on any Content made available on the Services without your own independent evaluation of that Content. Wruff does not guarantee that Content made available on the Services does not infringe the rights of any third party.

9. Third Party Websites and Content; Links.

The Services may contain links to websites not controlled by Wruff (“Third Party Websites”), as well as Content belonging to or originating from persons or organisations other than Wruff (“Third Party Content”). You acknowledge that Wruff is not responsible or liable for any Third Party Websites or any Third Party Content, information or products made available at any Third Party Website. You further acknowledge that Wruff (a) is not responsible or liable for any Third Party Websites or any Third Party Content, information or products made available at any Third Party Website; (b) has not reviewed any Third Party Websites or Third Party Content for accuracy, appropriateness, completeness or non infringement; (c) has not sponsored or otherwise endorsed Third Party Websites or Third Party Content; and (d) makes no representations or warranties whatsoever about any Third Party Websites or Third Party Content.

10. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, WRUFF OFFERS THE SERVICES AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WRUFF DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT WRUFF’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WRUFF DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

11. LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL WRUFF, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS (“THE WRUFF PARTIES”) BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF THE WRUFF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE WRUFF PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO CONTENT POSTED ON THE SERVICES, FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON THE SERVICES OR OTHERWISE RELATING TO THE SERVICES.

12. Indemnification for Breach of EULA.

You agree to indemnify and hold harmless the Wruff Parties (defined above) from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, from your violation of the EULA. You also agree to indemnify and hold harmless the Wruff Parties from and against any and all claims brought by third parties arising out of your use of any of the Services and the Content you make available via any of the Services by any means, including without limitation through a posting, a link, reference to Content, or otherwise.

13. Privacy Policy.

Wruff is committed to handling responsibly the information and data we collect through our Services and agrees to use your personal information in accordance with the Privacy Policy and the EULA. The Privacy Policy is hereby incorporated by reference into this EULA.

14. Trademarks.

The Services may contain trademarks, service marks, logos and other names that are the property of Wruff or such other party as indicated with respect to that name or icon. In the case of Wruff’s trademarks, logos and icons, these may only be used if you have obtained written authorisation from Wruff. Wruff retains full, unfettered, and sole discretion to revoke authorisation to use one of Wruff’s trademarks for any reason or for no specified reason.

15. Copyright Complaints.

Wruff respects the intellectual property rights of others, and we prohibit users of our Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights.

To report alleged copyright infringement of your copyright protected works to Wruff, send an email to support+copyright@wruff.com. You will need to provide full details of the alleged infringement, as well as your contact information, and sign the notice.

Additionally, it is our policy to terminate usage rights and any applicable user accounts of users we determine to be “repeat infringers” of others’ copyrights.

Content hosted on Third Party Websites is the responsibility of those Websites, and not of Wruff. If you are the copyright owner of Content hosted on a Third Party Website, and you have not authorised the use of your Content, please contact the administrator of the hosting Website directly to have the Content removed.

16. Termination of this Agreement.

This EULA will continue to apply until terminated by either you or Wruff as set out below. Your right to access and use the Services terminates automatically upon your breach of any of part of this EULA that may apply to any of the Services.

Wruff may, at any time: (a) modify, suspend or terminate the operation of or access to any of the Services, or any portion of the Services, for any reason; (b) modify or change the Services, or any portion of the Services, and any part of this EULA and other policies governing the use of the Services, for any reason; (c) interrupt the operation of the Services, or any portion of the Services, for any reason, all as Wruff deems appropriate in its sole discretion.
Your access to, and use of, the Services may be terminated by you or by Wruff at any time and for any reason. Wruff may use reasonable efforts to notify you in advance about any material modification, suspension or termination by Wruff that is not caused by your breach of the EULA.

The disclaimer of warranties, the limitation of liability and the jurisdiction and applicable law provisions shall survive any termination. The license grants mentioned herein shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations shall survive any termination for one year.

17. Miscellaneous Terms.

This EULA is governed by and construed by the laws of Japan, exclusive of its choice of law rules. The parties agree that any disputes or proceedings between Wruff and you concerning this EULA, and/or any of the Services shall be brought in a court of competent jurisdiction sitting in Tokyo, and hereby consent to the personal jurisdiction and venue of such court. Either party’s failure to insist on or enforce strict performance of any of the EULA shall not be construed as a waiver of any provision or right. If any term or part of the EULA is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Wruff as a result of this EULA, or your use of any of the Services. This EULA constitutes the entire agreement between you and Wruff relating to this subject matter and supersede all prior, contemporaneous and future communications (with the exception of future amendments to the EULA as made available by Wruff from time to time) between you and Wruff. A printed version of the EULA and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to the EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18. Using this EULA for Your Own Purposes.

The Wruff EULA has been adapted from the Creative Commons Terms of Use (http://creativecommons.org/terms). This EULA is licensed under a Creative Commons Attribution 3.0 License. You are free to use and adapt this EULA for your own purposes. However, please keep in mind that this EULA, as written, may not be completely suitable for your situation. Wruff strongly encourages you to seek the advice of your own attorney or counsel before using this EULA.