globe
Last revised: July 17th, 2022

TERMS & CONDITIONS / END USER-LICENSE AGREEMENT

PLEASE READ CAREFULLY BEFORE DOWNLOADING, REGISTERING, OR USING
BASYS
IMPORTANT NOTICE

This Terms & Conditions, or End User-License Agreement (hereinafter referred to as “Agreement”), is a legal agreement that defines and stipulates terms and conditions which all users (“User(s)”, “you”, “your”, “yours”, or “employee(s)”) and companies (“User-Company(-ies)”, or “employer(s)”) shall comply with, to register and use the licensed software etc. defined in Section 1. (“System”).

AGREEMENT: By registering on the website https://basys.online, and/or using the System, both Users and User-Companies enter into agreement between Bridgestone Corporation of 1-1, Kyobashi 3-chome, Chuo-ku, Tokyo 104-8340, Japan (“Licensor”, “Bridgestone”, “we”, “our”, or “us”) on the Agreement.

You represent and warrant that you have received the authorization from your employer (User-Company) to download, sign up, and use the System, and have your employer (User-Company) enter into the Agreement as explained above. You as an employee of User-Company shall abide by the terms and conditions of this Agreement under the control of User-Company.

Data: Please read our Privacy Policy (the “Policy”) for the System. It describes the types of data we collect through the System (“Personal Data”), how we collect, use, and transfer Personal Data, and the legal bases we have to process Personal Data. In cases other than there being a legitimate interest to do so, processing of Personal Data will be done based on consent, to the extent appropriate each local laws and regulations, by using the System or by agreeing to the Agreement, you agree to us collecting, using and transferring your Personal Data in the manner explained in the Policy.

User-Company shall notify and present to all individuals and companies the Agreement and the Policy before (1) User-Company let Users register and/or access the System and (2) User-Company inputs or submits any data belonging to such individual and/or companies into the System. If individuals and companies disagree in whole or in part of either the Agreement or the Policy, User-company shall not allow such individuals and/or companies use the System, and shall not input or submit any data belonging to such individual and/or companies into the System.

By uploading data defined in Section 9. (“Customer Data”) into the System, User-Company represents and warrants that User-Company is the rightful owner of the Customer Data or, at its own expense and risk, that User-Company has received authorization from the owner of the data for collecting and analyzing Customer Data, and that User-Company gives permission, or has obtained permission from the owner of the Customer Data, for storage of Customer Data on the server of the Licensor, and the use of Customer Data by Licensor in accordance with the Agreement.

By uploading Customer Data, User-Company represents and warrants that the Customer Data are true, correct, accurate, up-to-date and complete in all aspects.

If you or User-Company do not agree to the terms of this Agreement, we will not grant the License defined in the Section 1, and you and User-Company must stop your/its registration process (as applicable) and cease all use immediately.

User-Company should print a copy of this Agreement for future reference.

1 LICENSED SOFTWARE AND MATERIALS (the “System”)

Software(s): BASYS

Website(s): BASYS Web ADMIN

Downloadable Application(s):BASYS MOBILE, BASYS MANUFACTURING

Document(s): our online or electronic documents for the above listed.

Under the terms of the Agreement, we grant User-Company a non-exclusive, non-transferable, and revocable license to use and have its employees (including you) use the System (“License”).
This License is expected to be provided as a part of, or under, another contractual arrangement (regardless of the title of the contracts, hereinafter referred to as “Tire Service Agreement”) between tire consultants and/or service providers (“Tire Service Provider(s)”) and User-Company. The detailed terms and conditions of the License follows hereunder in this Agreement.
We and/or the owners of the System remain the owners of the System at all times.

2 FUNCTIONALITY(-IES)

The System supports User-Company to collect, monitor, analyse, and report a wide range of tire management or technical data pertaining to its fleet operation or if applicable that of its customer, which may create opportunity, among other services or systems, to boost productivity and identify opportunities for cost savings.

3 OPERATING SYSTEM REQUIREMENTS

Web based System requires a recent version of modern web browser such as Google Chrome.
Downloadable Application Systems requires recent version.

4 ACKNOWLEDGEMENTS

1

The terms of the Agreement apply to the System or any of the services accessible through the System (each a “Service” and collectively the “Services”), including any updates or supplements to the System or any Service, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the System or any Service, the terms of an open-source license may override some of the terms of this Agreement.

2

We reserve the right, at our discretion, to make updates and changes to the terms of this Agreement at any time. For this reason, we encourage User-Company to refer to the Agreement on an ongoing basis. This Agreement is current as of the "last revised” date which appears at the top of this page.

3

From time to time updates to the System may be issued. Depending on the update, User-Company may not be able to use the Services until the latest version of the application is downloaded. During maintenance User-Company may not be able to use the Services.

4

User-Company must obtain permission from the owners (“Device Owner”) of the mobile telephone, handheld devices or other hardware (“Devices”) that are controlled, but not owned, by User-Company to download or stream a copy of the System onto the Devices. User-Company and Device Owner may be charged by their internet service providers for internet access on the Devices. User-Company accepts responsibility in accordance with the terms of the Agreement for the use of the System or any Services on or in relation to any Devices, whether or not it is owned by User-Company.

5

By using the System or any of the Services, User-Company consents to us, with permission from rightful owners of technical information, collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to User-Company. This technical information is a part of Customer Data defined in Section 9.

6

The System or any Services may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). User-Company will need to make its own independent judgement regarding its interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

7

User-Company must keep its account details, including any password confidential and secured, and must not share its account details and its password, with anyone under its control. User-Company is fully responsible to any outcomes caused by failure of doing so.

5 GRANT AND SCOPE OF LICENCE

1

In consideration of User-Company agreeing to abide by the terms of this Agreement, we grant User-Company a non-transferable, non-exclusive, revocable license to use and have its employees (including you) use the System, subject to these terms of this Agreement and other terms and conditions which will be presented and notified if applicable. We reserve all other rights.

2

User-Company may:

a) download the Downloadable Application(s) onto iOS device and android compatible device and view, use and display the System as we provide on the Devices for User-Company’s professional purposes only; and

b) use the System for its professional purposes only, or when acting on behalf of its customer, for the purposes of the customer.

6 LICENCE RESTRICTIONS

Except as expressly set out in this Agreement, User-Company agrees:

a) not to copy the System except where such copying is incidental to normal use of the System, or where it is necessary for the purpose of back-up or operational security;

b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the System;

c) not to make alterations to, or modifications of, the whole or any part of the System, or permit the System or any part of it to be combined with, or become incorporated in, any other programs;

d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the System or attempt to do any such thing except to the extent that by virtue of applicable local laws such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the System with another software program or system, and provided that the information obtained by User-Company during such activities:

  • i) is used only for the purpose of achieving inter-operability of the System with another software program and system;
  • ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  • iii) is not used to create any software or system that is substantially similar to the System;

e) to keep all copies of the System secure and to maintain accurate and up-to-date records of the number and locations of all copies of the System;

f) to include our copyright notice on all entire and partial copies User-Company and you make of the System on any medium;

g) not to provide or otherwise make available the System in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

h) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the System or any Service,
clauses 6(a) to (h) together the “Licence Restrictions”.

7 ACCEPTABLE USE RESTRICTIONS

User-Company may:

a) not use the System or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the System, any Service or any operating system;

b) not infringe our intellectual property rights or those of any third party in relation to User-Company’s or your use of the System or any Service;

c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to User-Company’s use of the System or any Service;

d) not use the System or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

e) not collect or harvest any information or data from any Service or our System or attempt to decipher any transmissions to or from the servers running any Service.

8 INTELLECTUAL PROPERTY RIGHTS

1

User-Company acknowledge that all intellectual property rights in the System and Service (“Technology“) anywhere in the world belong to us or our licensors, that rights in the System are licensed (not sold) to User-Company, and that User-Company has no rights in, or to, the System or the Technology other than the right to use each of them in accordance with the terms of the Agreement.

2

User-Company acknowledges that User-Company has no right to have access to the System in source-code form.

9 USE OF CUSTOMER DATA

1

The Customer Data is any data which is inputted or submitted to and collected by the System. If any part or a whole of Customer Data is considered or includes information which is personal data such parts shall be treated in accordance with the Policy.

2

The User-Company represents and warrants that User-Company is the rightful owner of the Customer Data, or that User-Company has received from the rightful owner of the Customer Data the right and permission to collect and upload Customer Data in the System, and to grant access to Licensor to store, access, analyze, aggregate and use of Customer Data to provide the System and any Services to the User Company, and to operate, maintain, provide customer support, improve and enhance the System, the Functionalities, user experience and interest, and to develop new services, products, and systems.

3

The User-Company gives the Licensor directly, and Licensor’s affiliated companies or third party subcontractors indirectly the right and permission to store, access, copy, analyse or otherwise utilize the Customer Data as described above in Section 9.(2).

10 PERSONAL DATA PROTECTION

Regarding information that is personal data, we will treat appropriately as stated in the Policy.

11 NO WARRANTY OR SUPPORT

1

User-Company expressly acknowledge and agree that use of the System and Services provided is at User-Company’s sole risk and that the entire risk as to satisfactory quality, performance, and accuracy is with you.

2

To the maximum extent permitted by applicable law, the System and Services are provided "as is" and “as available”, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to the System and Services, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Without prejudice to generality of the foregoing, we do not warrant User-Company’s enjoyment of the System, that the functions contained in the System or Services will meet User-Company’s requirements, that the operation of the System or Services will be uninterrupted or error-free, or that defects in the Software or Services will be corrected. No oral or written information or advice given by us or our authorized representative shall create a warranty.

12 LIMITATION OF LIABILITY

1

User-Company acknowledge that the System has not been developed to meet User-Company’s individual requirements, and that it is therefore User-Company’s responsibility to ensure that the facilities and functions of the System meet User-Company’s requirements.

2

We only supply the System for professional, business use. User-Company and you agree not to use the System for any personal or private purposes. We do not accept any liability to User-Company or you for any indirect or consequential loss or any loss of profit, loss of business, business interruption, or loss of business opportunity.

3

User-Company acknowledge that the System is a support tool as explained in Section 2 and any paid services will be provided under separate contractual arrangements (Tire Services Agreement) and any liability regarding such paid services shall be dealt with under the terms and conditions of the applicable contractual arrangement and between its contracting parties. Our maximum aggregate liability under or in connection with this Agreement (including User-Company’s and your use of any Services) whether in contract, fault-based liability (including negligence) or otherwise, shall in all circumstances be limited to, to the extent laws permits, either (i) JPY 1000 or (ii) the total amount paid by User-Company under this Agreement during the past three (3) months, whichever is lower.

13 TERMINATION

1

We may terminate this Agreement immediately by written notice to User-Company:

  • a) if User-Company or you commit a material or persistent breach of this Agreement, or User-Company and you fail to remedy (if remediable) within 14 days after the service of written notice requiring User-Company or you to do so;
  • b) if User-Company or you breach any of the Licence Restrictions or the Acceptable Use Restrictions;
  • c) on thirty (30) days’ notice; and
  • d) on termination of the “Tire Services Agreement” with Tire Service Provider under which this Agreement entered.

2

On termination for any reason:

  • a) all rights granted to User-Company and you under this Agreement shall cease;
  • b) User-Company and you must immediately cease all activities authorized by this Agreement;
  • c) User-Company and you must immediately delete or remove the System from all Devices, and immediately destroy all copies of the System then in User-Company and your possession, custody or control and certify to us in writing that User-Company and you have done so.

14 COMMUNICATION BETWEEN US

1

If User-Company wishes to contact us in writing, or if any condition in this Agreement requires User-Company to give us notice in writing, User-Company can send it to us by e-mail at support@basys.online . We will confirm receipt of this by contacting User-Company in writing, normally by e-mail.

2

If we have to contact User-Company and/or you or give User-Company and/or you notice in writing, we will do so by e-mail to the email address provided to us at the registration.

15 EVENTS OUTSIDE OUR CONTROL

1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).

2

If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

  • a) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  • b) we will use our reasonable endeavors to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.

16 OTHER IMPORTANT TERMS

1

We may transfer our rights and obligations under this Agreement to another organization, but this will not affect User-Company’s and your rights or our obligations under this Agreement.

2

User-Company and you may only transfer its and/or your rights or obligations under this Agreement to another person or entity if we agree in writing.

3

If we fail to insist that User-Company and you perform any of its and your obligations under this Agreement, or if we do not enforce our rights against User-Company or you, or if we delay in doing so, that will not mean that we have waived our rights against User-Company and you and will not mean that User-Company and you do not have to comply with those obligations. If we do waive a default by User-Company and/or you, we will only do so in writing, and that will not mean that we will automatically waive any later default by User-Company and/or you.

4

Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

5

Please note that this Agreement, its subject matter and its formation, are governed by the laws of Japan. In the event of any dispute, each User-Company or you and we both agree that the courts of Tokyo, Japan will have exclusive jurisdiction.

17 LANGUAGE

This Agreement is made in English and translated into other languages. The English text is the original and the text in other languages are for reference purposes. If there is any conflict or inconsistency between the English version and the others, the English version shall prevail.