Effective April 1, 2024

 

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

 

1: Scope: NHK Cosmomedia America, Inc. ("NHKCMA", "we", "our", or "us") operates the www.nhkcosmomedia.com (the "Site"). The following terms and conditions ("Terms of Use") apply to your access to, and use of the Site ("Services"). You agree with these Terms of Use and with the terms of our Privacy Policy when you use our Sites. If you do not agree with these Terms of Use, do not use the Services. You acknowledge that you are entering into a binding agreement ("Agreement") with us and acknowledge that you intend to be bound by these Terms of Use and the Privacy Policy for each instance of access or use of the Services. If you do not agree with these Terms of Use or with our Privacy Policy, DO NOT USE the Services. Using the Services signifies your confirmation that you have read, understood and agreed to all its terms and conditions.

 

2.  Modification of Terms of Use: NHKCMA reserves the right to revise these Terms of

Use from time to time in its sole discretion. NHKCMA will notify you of material changes

by posting a prominent announcement on the Site or by use of the Services. 

  

3.  Limitation on the Use of the Services: You can visit the Site without registering. To use our Services, you must be (i) a resident of the United States, its territories or possessions, (ii) at least eighteen (18) years of age as of the date of use of the Site and have the authority to create a binding legal obligation, and (iii) provide accurate personal information. You may not authorize minors to use our Services.

 

4.  Intellectual Property Rights: The content on and the technology to run the Site are proprietary to NHKCMA and its third party providers. "Intellectual Property" means all intellectual property rights including without limitation trade names, trademarks, service marks, logos, patents, copyrights, domain names, other distinctive brand elements, trade secrets, video rights, photography or image rights, graphics, text, images, audio, video, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, all copyrightable material (including source and object code), and the design, structure, "look and feel" and arrangement of each such content provided by NHKCMA and by its third party content providers on the Site whether registered, owned, controlled or licensed by or to NHKCMA. You agree that you will not use the Intellectual Property in any way whatsoever except for use in compliance with these Terms of Use and all applicable laws, rules, and regulations.

 

5.  Restrictions: You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Intellectual Property in any manner, and you shall not exploit the Intellectual Property in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. Your use of the Site must not infringe any Intellectual Property rights of NHKCMA or any third party; and therefore, you among others must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use the Intellectual Property in any way for any public or commercial purpose without prior written consent of NHKCMA.  

 

6. Limitation on Use of the Site: You shall use the Site only for the purposes and in the manner expressly permitted by these Terms of Use and in accordance with all applicable laws, rules, and regulations. Any use of the Site for commercial purpose is a breach of our Agreement and these Terms of Use, and will be prosecuted to the fullest limits of the law by NHKCMA. You agree not to or allow others to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other users to any other entities that provide the same or similar services as NHKCMA. You agree not to, and not to enable others to: (i) use the Site in a manner that violates, misappropriates, or infringes the Intellectual Property of NHKCMA or any third party, in the content and materials that may be included on the Site; (ii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify, decrypt, or create derivative works of NHKCMA or provided by NHKCMA, or any part thereof except as and only to the extent any foregoing restriction is prohibited by applicable laws and except as expressly permitted under this Agreement; (iii) use any robot, spider, scraper or other automated means to access the Site for any purpose without NHKCMA's express written permission; (iv) take any action that imposes or may impose, as determined in NHKCMA's sole discretion, an unreasonable or disproportionately large load on NHKCMA's infrastructure; (v) copy, reproduce, modify, create derivative works from, distribute, or publicly display any NHKCMA and/or third party content and other users' content (other than your content) from the Site, any software code that is part of the Site, or any Services that are offered on the Site without the prior express written permission of NHKCMA and the appropriate third parties, as applicable; (vi) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site in any manner; (vii) bypass any measures NHKCMA may use to prevent or restrict access to the Site; (viii) transmit spam, chain letters, or other unsolicited communications through or to the Site; (ix) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (x) upload invalid data, viruses, defects, Trojan horses, malware, or any other items of a destructive nature that may harm or interfere with the operation of the networks, servers, or other infrastructure of NHKCMA, or any third-parties; (xi) collect or harvest any personally identifiable information, including without limitations personal data of other users, from the Site; (xii) access any content on the Site through any technology or means other than those provided or authorized by this Agreement; or (xiii) directly or indirectly, advertise or promote another website, product, or service or solicit visitors and other users, for other websites, products or services. Without limiting any of the foregoing, we have the right, without provision of notice to (i) take any action with respect to the Site that we deem necessary or appropriate in our sole discretion, including if we believe that your use of the Site violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for us; (ii) take appropriate legal action, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorized use of the Site; and terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of this Agreement.  

 

7.  Licenses: Subject to and conditioned on compliance with the terms and conditions in these Terms of Use, NHKCMA grants to you a personal, limited, revocable, non-transferable, non-assignable, non- exclusive license to access and to use the content of the Site solely for personal, non-commercial purposes. Except as expressly stated above, nothing in our Agreement and these Terms of Use confers any other licenses to you to the Intellectual Property of NHKCMA or any third party, whether by estoppel, implication or otherwise. You grant NHKCMA  a worldwide, irrevocable, exclusive license to use any content or posts you may place on the Site. NHKCMA is not responsible for the use of your Content by other users or for redistribution of Your Content. 

 

8.  Third Party Sites: You may be able to access third party sites through links from the Site. NHKCMA neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized NHKCMA employees acting in their official capacities, or contained in any third party websites you can access through a link from NHKCMA. Such links to third-party websites, services, or resources are provided solely as a convenience to you. You acknowledge and agree that NHKCMA is neither responsible nor liable for: (i) the availability or accuracy of such sites, services, or resources; or (ii) the content, advertising, or products on or available from such sites, services, or resources. The inclusion of any link on NHKCMA does not imply that NHKCMA endorses the linked site. You use these links and services at your own risk.

 

9.  WARRANTY DISCLAIMER: THE SITE AND THE SERVICES PROVIDED BY NHKCMA      ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. NHKCMA MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF NHKCMA CONTENT, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY. 

 

10. LIMITATION OF LIABILITY: IN NO EVENT SHALL NHKCMA, ITS SHAREHOLDERS, AFFILIATES OR ASSIGNS NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO ANY VISITOR OR USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, NHKCMA CONTENT AND OTHER INFORMATION CONTAINED THEREIN OR THESE TERMS OF USE. FOR ANY ACTION OR CLAIM RELATED TO THE SITE, THIS AGREEMENT OR THESE TERMS OF USE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, NHKCMA     'S LIABILITY SHALL NOT EXCEED FIVE HUNDRED U.S. DOLLARS ($500.00 U.S.). SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. 

 

11. Indemnity: You shall, to the maximum extent permitted by applicable law, indemnify, defend, assume liability for, and hold harmless NHKCMA, its shareholders, affiliates, successors and assigns, and their respective directors, officers, employees, independent contractors, representatives and agents ("NHKCMA Indemnified Parties") from all claims, actions, suits, penalties and fines issued by government, obligations, losses, liabilities, damages, judgments, settlements, expenses and costs arising out of or relating to: (1) your breach of any obligations, covenants, representations or warranties in these Terms of Use; and (2) your infringement of the Intellectual Property of NHKCMA or any third party, and you shall reimburse the NHKCMA Indemnified Parties for all losses suffered and actual out-of-pocket expenses incurred by the NHKCMA Indemnified Parties, including without limitation, costs, disbursements, fees, expert fees and reasonable legal fees the NHKCMA      Indemnified Parties incur in investigating, responding to or defending the Claims. In no event you shall enter into any settlement or like agreement with a third party that affects NHKCMA Indemnified Parties' rights or binds NHKCMA Indemnified Parties in any manner, without the prior written consent of NHKCMA Indemnified Parties. NHKCMA agrees to notify you of claims, actions, suits, penalties and fines issued by government, obligations, losses, liabilities, damages, judgments, settlements.

 

12. ARBITRATION AND CLAIMS: WE WILL MAKE EVERY REASONABLE EFFORT TO RESOLVE ANY DISAGREEMENTS THAT YOU HAVE WITH US. IF THOSE EFFORTS FAIL, YOU AGREE THAT ANY CLAIM, DISPUTE, OR CONTROVERSY YOU MAY HAVE AGAINST US ARISING OUT OF, RELATING TO, OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THESE TERMS OF USE OR THE SITE SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND CONDUCTED BEFORE A SINGLE ARBITRATOR PURSUANT TO THE APPLICABLE RULES AND PROCEDURES ESTABLISHED BY AAA ("RULES AND PROCEDURES"). YOU AGREE FURTHER THAT: (1) THE ARBITRATION SHALL BE HELD IN NEW YORK CITY, NEW YORK COUNTY; (2) THE ARBITRATOR SHALL APPLY NEW YORK LAW CONSISTENT WITH THE FEDERAL ARBITRATION ACT AND APPLICABLE STATUTES OF LIMITATIONS, AND SHALL HONOR CLAIMS OF PRIVILEGE RECOGNIZED AT LAW; (3) THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; (4) ARBITRATION CAN DECIDE ONLY THE INDIVIDUAL CLAIM YOU HAVE AGAINST US; (5) AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. IF ANY PART OF THIS ARBITRATION PROVISION IS DEEMED TO BE INVALID, UNENFORCEABLE, OR ILLEGAL, OR OTHERWISE CONFLICTS WITH THE RULES AND PROCEDURES ESTABLISHED BY AAA, THEN THE BALANCE OF THIS ARBITRATION PROVISION SHALL REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH ITS TERMS AS IF THE INVALID, UNENFORCEABLE, ILLEGAL OR CONFLICTING PROVISION WERE NOT CONTAINED HEREIN. IF, HOWEVER, THIS ARBITRATION PROVISION IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE CONTRARY TO LAW OR PUBLIC POLICY OR OTHERWISE UNENFORCEABLE, YOU AGREE TO SUBMIT TO PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY AND STATE OF NEW YORK. AT OUR SOLE OPTION, A CLAIM OF INFRINGEMENT OF ANY OF NHKCMA'S INTELLECTUAL PROPERTY RIGHTS AND CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF MAY BE ADJUDICATED BY A COURT OF COMPETENT JURISDICTION LOCATED IN THE COUNTY AND STATE OF NEW YORK COUNTY. YOU AND WE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT YOU OR WE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING IN CONNECTION WITH THESE TERMS OF USE, THE USE OF THE SERVICES OR THE SITE. FURTHER, YOU OR WE CERTIFY THAT NONE OF OUR REPRESENTATIVES OR AGENTS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT YOU OR WE WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TRIAL BY JURY.     

 

13.  Governing Law: The Services (including the Site), this Agreement, and the Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location.

 

14.  Miscellaneous: If any provision of these Terms of Use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Use will continue in full force and effect. This Terms of Use constitute the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous Agreements, undertakings, arrangements, understandings, or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of these Agreement, save those expressly set out in these Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under these Terms of Use save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of these Terms of Use shall be effective unless it is in writing and signed by or on behalf of NHKCMA. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

 

15. Privacy Policy: Your provision of personal information through the Site (if any) is governed by our privacy policy located at https://www.nhkcosmomedia.com/privacy-policy

 

16. Contact NHKCMA: You can contact us via email to info@nhkcma.com or write to us at NHK Cosmomedia America, Inc. 100 Broadway, 15th Floor New York, New York 10005