Terms and Conditions

The following terms and conditions govern all use of the Nichiha.com website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by Nichiha USA, Inc. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Nichiha USA, Inc. Privacy Policy) and procedures that may be published from time to time on this Site by Nichiha USA, Inc. (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Nichiha USA, Inc., acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

1. Responsibility of Contributors. If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
   • The downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
   • If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
   • You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
   • The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
   • The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
   • The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
   • Your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
   • Your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog’s URL or name is not the name of a person other than yourself or company other than your own; and
   • You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Nichiha USA, Inc. or otherwise.

By submitting Content to Nichiha USA, Inc. for inclusion on your Website, you grant Nichiha USA, Inc. a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, Nichiha USA, Inc. will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, Nichiha USA, Inc. has the right (though not the obligation) to, in Nichiha USA, Inc. sole discretion (i) refuse or remove any content that, in Nichiha USA, Inc. reasonable opinion, violates any Nichiha USA, Inc. policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Nichiha USA, Inc. sole discretion. Nichiha USA, Inc. will have no obligation to provide a refund of any amounts previously paid.

2. Responsibility of Website Visitors. Nichiha USA, Inc. has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Nichiha USA, Inc. does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Nichiha USA, Inc. disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
3. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Nichiha.com links, and that link to Nichiha.com. Nichiha USA, Inc. does not have any control over those non-Nichiha USA, Inc. websites and webpages, and is not responsible for their contents or their use. By linking to a non-Nichiha USA, Inc. website or webpage, Nichiha USA, Inc. does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Nichiha USA, Inc. disclaims any responsibility for any harm resulting from your use of non-Nichiha USA, Inc. websites and webpages.
4. Copyright Infringement and DMCA Policy. As Nichiha USA, Inc. asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Nichiha.com violates your copyright, you are encouraged to notify Nichiha USA, Inc. in accordance with Nichiha USA, Inc. Digital Millennium Copyright Act (“DMCA”) Policy. Nichiha USA, Inc. will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Nichiha USA, Inc. will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Nichiha USA, Inc. or others. In the case of such termination, Nichiha USA, Inc. will have no obligation to provide a refund of any amounts previously paid to Nichiha USA, Inc.
5. Intellectual Property. This Agreement does not transfer from Nichiha USA, Inc. to you any Nichiha USA, Inc. or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Nichiha USA, Inc.. Nichiha USA, Inc., Nichiha.com, the Nichiha.com logo, and all other trademarks, service marks, graphics and logos used in connection with Nichiha.com, or the Website are trademarks or registered trademarks of Nichiha USA, Inc. or Nichiha USA, Inc. licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Nichiha USA, Inc. or third-party trademarks.
6. Nichiha USA, Inc. reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Nichiha USA, Inc. may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
7. Nichiha USA, Inc. may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement, you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by Nichiha USA, Inc. if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Nichiha USA, Inc. notice to you thereof; provided that, Nichiha USA, Inc. can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8. Disclaimer of Warranties. The Website is provided “as is”. Nichiha USA, Inc. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Nichiha USA, Inc. nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
9. Limitation of Liability. In no event will Nichiha USA, Inc., or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Nichiha USA, Inc. under this agreement during the twelve (12) month period prior to the cause of action. Nichiha USA, Inc. shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
10. General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the Nichiha USA, Inc. Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
11. You agree to indemnify and hold harmless Nichiha USA, Inc., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
12. Governing Law. This Agreement shall be interpreted and construed according to, and governed by, the laws of The United States, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Georgia shall have jurisdiction to hear any dispute under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 

1. • Dispute Resolution. In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay continue to perform their respective obligations under this Agreement which are not affected by the dispute.
   • Mediation. In the event that the parties can not by exercise of their best efforts resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within [time period] after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within [time period] after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.
   • Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located