SATO Vendor Tagging (RFID) Solution – Terms & Conditions

Part 1. General Provisions

Article 1. Application of Terms and Conditions

SATO CORPORATION or relevant SATO group company which entered into the individual contract (including without limitation, a purchase order) (hereinafter the “Company”) has established these Terms and Conditions (hereinafter “Terms and Conditions”) in regard to SATO Vendor Tagging Solution (hereinafter “System”).
These Terms and Conditions stipulate the rights and obligations of Users (as defined below) with respect to the use of any service available related to the System (hereinafter the “Service”). The Company intends the User of the Services to be a corporate entity (or a person who seeks the Service only for business use; hereinafter “Corporate Customer”).
The Corporate Customer planning to use the Service shall assign a person who will act on behalf of the Corporate Customer to undertake procedures to apply for the Service (hereinafter “Applicant”).
The Corporate Customer and Applicant are deemed to have agreed to these Terms and Conditions if and when the delivery of the order form from the Applicant to the Company. . The Corporate Customer is deemed a User of the Services (hereinafter “User”) once the Company approves its application.
User shall use the Service subject to these Terms and Conditions.
The Company may, from time to time, issue additional terms and conditions that apply to the Service provided to the User. In such event, the User will comply with such additional terms and conditions in addition to these Terms and Conditions.

Article 2. Changes to the Terms and Conditions

The Company may, from time to time, modify, amend, supplement or replace these Terms and Conditions. In such event, the User will comply with such modified, amended, supplemented or replaced Terms and Conditions.
Unless otherwise provided hereunder, if and when the Company intends to modify, amend, supplement or replace any provision of these Terms and Conditions, the Company shall inform or notify the affected Users of the changes by means of email, documentation, posting on the Company’s website or any other means that the Company deems appropriate. Regardless of whether or not the information or notice is received by the Users, the revised Terms and Conditions shall apply to the use of the Service.

Part 2. The Service

Article 3. Area in which the Service is provided

The Service shall be provided in the countries which the Company accepts prior to the execution of the individual contract.

Article 4. Period the Service is provided

The period in which the Service (hereinafter “Term) is provided will be determined according to and for each individual content of the Service.

Article 5. Terms on how the Service is provided

The Company shall accept only one email address per User, and the content of the Services shall be specified by the Company.
The Company may, in its sole discretion, change the features or technical requirements of the Service without prior notice. The Company shall assume no liability for any loss or damage suffered by the User arising from such changes.
Support provided by the Company under the Service is on a best-effort basis. The Company makes no guarantee or warranty with respect to response time or answers made by the Company.

Article 6. Suspension of the Service

The Company may suspend the Service, in whole or in part, or take whatever action it deems necessary to enforce such suspension as long as the Company notifies Users of the suspension on the Company’s website or via email to Users using email addresses provided to the Company. The Company shall assume no liability for any loss or damage that the User may incur as a result of the suspension.

Article 7. Discontinuation of the Service

The Company may discontinue the Service, in whole or in part, in its own discretion.
The Company shall assume no liability for any loss or damage suffered by the User due to the discontinuation of the Service in whole or in part.
The Company may discontinue the Service should a decision by a governmental authority having appropriate jurisdiction deem the Company incapable of continuing the Service.

Article 8. Disclaimer; Limitation of Liability

Disclaimer. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OR DIMINUTION IN VALUE, OR FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Limitation of Liability. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE COMPANY PURSUANT TO THE APPLICABLE QUOTE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Part 3. Application

Article 9. Application

The User agrees that the Company may provide the User’s information to the Company’s subcontractors (including affiliates etc.; hereinafter “subcontractors”) and subcontractors may provide the User’s information to the Company to the extent necessary to provide the Service.

Article 10. Rejection of an application

If an application falls under any of the following cases, the application will be rejected. In the event that the Company rejects the application, it will notify the Applicant of the decision within five (5) business days after receipt of the application.

An application is from a former User whose account had been terminated or cancelled due to the User’s past violation of the Terms and Conditions of the Service.
An application contains a false statement or material error, or lacks necessary information.

Article 11. Email address and password

Users are solely responsible for using and managing their own email addresses and passwords registered at the time of application to the Service (hereinafter collectively “Authentication Information”), and shall not share them with any third party, or lend or transfer them to any third party.
Users are solely responsible for any loss or damage that may result from mismanagement of, accident to, or unauthorized use by a third party of their Authentication Information, and the Company shall assume no liability for any compensation for such loss or damage.
In the event that their Authentication Information are found to be stolen or accessed by a third party, Users shall immediately notify the Company to that effect and follow the instructions provided by the Company, if any.
The Company shall assume no liability for any loss or damage suffered or incurred by a User resulting from the unauthorized use of the User’s Authentication Information by a third party, and any activities conducted using such Authentication Information shall be deemed to have been conducted by the User.

Article 12. Prohibitions

When using the Service, Users are prohibited from engaging in any of the following acts:

Use the Authentication Information fraudulently;
Use or provide malicious software, such as viruses, through or in association with the Service;
Violate these Terms and Conditions or any other related terms;
Infringe on, or take any action that could be reasonably interpreted to infringe on, any intellectual property rights, such as copyrights or trademarks, or any other rights of the Company or a third party;
Falsify or delete the contents of the Service or information which can be used by the Service;
Allow a third party to use the Service in a manner contrary to these Terms and Conditions;
Act detrimental to the Company or a third party in a manner that violates applicable law or offends public order and morals;
Act in a way that discriminates against, insults, or defames others, or damages their credibility;
Act in a manner that constitutes, or may constitute, criminal offenses, including fraud;
Transmit or display images or documents deemed to depict obscenity, child pornography, or child abuse;
Open a multi-level marketing site and promote it;
Use false identity on the Service;
Send advertisements, promotional materials, or email solicitations to others without permission, or send email that is or is likely to be offensive to others (spam email);
Interfere with, or is likely to interfere with, the use or operation of facilities of a third party or the Service;
Provide links to third-party websites in a manner or for the purpose of furthering any act indicated above.

Article 13. Suspension/cancellation/termination of User rights

In the event that a User wishes to cease using the Service, the User shall follow the procedures prescribed by the Company to cancel membership. The User loses the right to use the Service when the Company sends an email or other notification of termination. These Terms and Conditions shall apply to the User’s use of the Service until the termination comes into effect.
The Company may immediately suspend or prospectively terminate User rights without prior notice in any of the following cases;
1. False information is found on the Application.
1. Any of the clauses in Article 10 apply to the User.
1. The User commits any of the prohibited acts described in Article 12.
1. The Company has been unable to contact the User for more than 3 months due to a change of physical or email addresses.
1. The Company determines that the User is not an appropriate User of the Service; i.e., User is a member of a criminal association or has connections with crime or a criminal association.
The Company shall assume no liability for any loss or damage incurred by the User arising out of the suspension or termination of the Service due to the Company’s action indicated in Article 13.2 above.

Part 4. General Provisions

Article 14. Confidentiality

The Company and User each shall not disclose or divulge any technical or commercial information, or any other business information (including information received via subcontractors excluding the User Data set forth in Article 16; hereinafter “Confidential Information”) of the other that could be obtained through the operation of the Service to any third party (excluding subcontractor set forth in Article 17) without prior written consent from the other, except for information which falls under any of the following circumstances (hereinafter, the party receiving Confidential Information is referred to as the “Recipient”).
1. The information that is already possessed by the Recipient at the time of disclosure without any obligation of confidentiality;
1. The information that is lawfully received by the Recipient from a third party without any obligation of confidentiality;
1. The information that is independently developed by the Recipient without reference to any of the other’s Confidential Information;
1. The information that is or becomes part of public knowledge or public domain through no breach of the Recipient’s confidentiality obligations hereunder.
Notwithstanding the preceding clause, the Recipient may disclose any Confidential Information that the law or an authorized governmental authority requires them to disclose to the recipient or governmental authority specified by the law. In such cases, the Recipient shall notify the other to that effect prior to the disclosure. If such notice cannot be given before the disclosure is made, it shall be promptly given thereafter.
The Recipient shall take all actions necessary to secure the Confidential Information against unauthorized disclosure or access.
The Recipient may use the other party’s Confidential Information only within the scope of providing/using the Service, and may copy or change (hereinafter collectively referred to as “Copy” in this Article) materials that embody the Confidential Information (hereinafter referred to as “Materials” in this Article) to the extent necessary to providing/using the Service. In such cases, the Recipient shall treat the Copy of the Confidential Information as Confidential Information set forth in this Article. When a Copy is needed beyond the extent necessary to providing/using the Service, the Recipient shall obtain prior written approval from the other party.
The Recipient, upon request from the other, shall return the Materials (including the Confidential Information copied or changed with the written consent of the other party, pursuant to Section 4 of this Article) to the other party, and any and all Confidential Information stored in the facilities of the User or the Service shall be removed.
The provisions of this Article shall survive for a period of two (2) years from the date of discontinuation of the Service.

Article 15. Personal information

The Company shall use and manage Users’ personal information (as defined in the applicable laws) according to the Company’s Privacy Policy (details of the Policy can be confirmed on the Company’s website: https://www.sato-global.com/privacy ).

Article 16. Compliance with Privacy Laws

The Company and the User shall comply with all applicable laws, rules and regulations governing the collection, disclosure, use, sale or other sharing of personal information of individuals. To the extent that the Company processes personal information, it shall do so only in accordance with the Data Processing Addendum (the “DPA”), which is incorporated by reference into these Terms and Conditions, and the User agrees with the DPA.

Article 16-B Compliance with Privacy Laws (USA)

In the event that User intends to transfer personal information as defined in the California Consumer Privacy Act (CCPA) (including any personal information of the User’s employees) obtained within the United States to a site of business of Sato located outside the United States for use with the Service, the following shall apply:

Obligations of the User:

User shall provide sufficient advance explanation to the owner of the personal information regarding the purpose of transferring personal information, and obtain approval from the owner regarding the transfer.
- If the owner of the personal information requests that such personal information be corrected or deleted, User shall promptly notify the Company.

Obligations of the Company:

The Company shall ensure appropriate security measures to prevent unauthorized disclosure of or access to personal information.
- The Company shall promptly correct or delete personal information if requested in writing by the User.
- The Company shall keep internal records on how it processed personal data for the purpose of offering the Service.
- Should the Company identify infringement upon personal data transferred for use with the Service, it must notify the User without delay, and cooperate in notifying the data subject and supervisory authority of the infringement as obliged in CCPA.

Article 16-C Compliance with Privacy Laws (GDPR)

In the event that User intends to transfer personal information as defined in the EU General Data Protection Regulation (GDPR) (including any personal information of the User’s employees) obtained within EU and the European Economic Area (EEA) to a site of business of Sato located outside EEA for use with the Service, “Obligation of the User” and “Obligation of Company” in Article 16-B shall apply mutatis mutandis.

Article 17. Subcontract

The Company may subcontract all or some of the Services to a third party. In this case, the Company shall impose on the subcontract or the same obligation as that borne by the Company under these Terms and Conditions. In addition, the User agrees to subcontract a part of the Services performed by the Company as “Processor” to the following “Sub-processors”.

Loftware, Inc. and its subsidiaries and affiliates (including but not limited to Euro Plus d.o.o.);
Microsoft Corporation and its subsidiaries and affiliates;
Google Group; and
ACLOUD PTE LTD

Article 18. Warranty, use of User Data

With respect to the data (including, but not limited to, information and data entered or registered by the User or automatically provided by the User to the Company as well as the results and data calculated from such information) (hereinafter referred to as the “User Data”) provided by the User to the Company for the use of the Service, the User represents and warrants to the Company, at the time of execution of these Terms and Conditions and during the Term , all of the following:
The User has the lawful right to use, transmit, or transmit the User Data in the Services, and does not infringe the rights of a third party (including contractual rights and intellectual property rights).
The User comply with laws and regulations concerning the acquisition and provide of the User Data (including, but not limited to, laws and regulations relating to the protection of personal information).
The Company and its subcontractors may use the User Data for the following purposes during and after the Term without obtaining the consent of the User:
Support services and notices pertaining to the Service;
Upgrading and Quality Improvement of the Service;
Provide other information on products and services of the Company to the User (including, but not limited to, sales activities);
Use as statistical data relating to the Services; and
Other use of the Service for quality improvement and maintenance.
The Company shall not use the User Data other than the purpose set forth in the preceding clause without the consent of the User, and shall not disclose or divulge such User Data to any third party (excluding subcontractor set forth in Article 17). Provided, however, that the User agrees that the Company and its subcontractors may disclose the User Data to the final delivery company of the goods with labels issued using the Service and its affiliates for the purpose of managing the printed contents of suppliers without obtaining the prior consent of the User.
The User shall not exercise the moral rights of author or allow Users to exercise the moral rights of author with respect to the User Data to the Company or those who have succeeded to or been licensed from the Company.

Article 19 Handling of Data

The User shall store the data registered and stored in the service provision environment of the Company on their own responsibility.
The Company is not be liable for any direct or indirect damages arising as a result of the use of the User Data of Company‘s server in this service for a purpose other than the original purpose of use due to loss, damage, or any other reason.
After the termination of these Terms and Conditions, the User is not be entitled to refer, view, operate, or obtain any data registered or stored in the service environment of the Company.
The Company is entitled to immediately delete any User Data that the Company judged to be inappropriate, such as the contents of which are in violation of laws and regulations, without prior notice to the User.
Upon termination of these Terms and Conditions, the Company is entitled to delete all or some of such information and data as set forth in the preceding clause without obtaining the consent of the User.

Article 20. Ownership of rights

The rights to all programs, software, services, procedures, trademarks, and trade names constituting the Service, the rights to the services provided by the Service, and the rights to all technology associated with the Service shall belong to the Company or its partner companies, and Users shall not infringe upon any and all of these rights.

Article 21. Disclaimer regarding the Service

THE COMPANY SHALL ASSUME NO LIABILITY FOR ANY OF THE FOLLOWING EVENTS:
INFORMATION THAT A USER SENDS FAILS TO REACH THE COMPANY’S COMPUTER SYSTEM FOR ANY REASON;
INFORMATION THAT REACHES THE COMPANY’S COMPUTER SYSTEM IS DIFFERENT FROM THAT SENT (OR INTENDED TO BE SENT) BY THE USER.
UNLESS OTHERWISE SPECIFIED, THE COMPANY SHALL ASSUME NO LIABILITY FOR ANY LOSS OR DAMAGE CAUSED TO THE USER OR THIRD PARTIES DUE TO ANY DELAY, CHANGE, INTERRUPTION, CANCELATION, DISCONTINUATION, ACCESS RESTRICTIONS, OR ABOLITION OF, OR IN CONNECTION WITH, THE SERVICE.

Article 22. Governing law and jurisdiction

The validity, performance, and interpretation of the Terms and Conditions shall be governed by the laws of the country or the state in which the head-quarter of Company locates, without regard to principles of conflict of laws that might refer to or require the application of the laws of another jurisdiction.

Article 22-B. Governing law and jurisdiction (USA)

Notwithstanding Article 22, in case that the individual contract related to these Terms and Conditions executed with Sato America, LLC, this Article 22-B shall apply.

The validity, performance, and interpretation of the Terms and Conditions shall be governed by the laws of the State of North Carolina, without regard to principles of conflict of laws that might refer to or require the application of the laws of another jurisdiction.
All disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts located in Charlotte, North Carolina, in the first instance. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS AND CONDITIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Part 5. Usage Fees

Article 23. Obligation to Pay Usage Fees

All fees set forth on a quote are exclusive of all sales, use and excise taxes and any other similar taxes, duties and charges of any kind (“Taxes”) imposed by any governmental authority on any amounts payable by the User. The User shall be responsible for all such Taxes; provided, that the User shall not be responsible for any taxes imposed on, or with respect to, the Company’s income, revenues, gross receipts, personal or real property, or other assets. The User shall pay the usage fees stated in the documents (including but not limited to the quotation) delivered to the User by the Company, along with any applicable Taxes for the Term. If the User does not make the payments stipulated in this Article, the Company may suspend provision of the Service.
During the Term, even if the Service becomes unavailable for use due to interruption, suspension, or other reasons, the User shall pay usage fees and corresponding consumption tax, etc., for the Term.

Article 24. Method of Usage Fee Payment

The User shall pay the usage fee and any corresponding sales, use or other applicable taxes, etc. for the Service via one of the following methods. Deposit fees and other expenses required for the payment methods set forth below shall be borne by the User, provided that the Company may set different payment methods for each country by issuing documents (including but not limited to quotations).
1. When making payment upon the issuing of a billing statement, the User shall, in accordance with the billing statement issued by the Company, pay using the method stipulated by the Company by the date stipulated by the Company. Payment shall be made to the Company or a financial institution designated by the Company, or payment shall be paid by the date stipulated by the Company by automatic deduction from a savings account designated by the User via a collection agency designated by the Company.
1. Payment may be made using other payment methods stipulated by Company.
The User shall be responsible for resolving any disputes regarding usage fees between the User and the financial institution indicated in the preceding paragraph. The Company shall not be in any way responsible for resolving said disputes.

Article 25. Delinquency Charges

If the User does not pay the Service usage fee and other financial obligations stipulated in these Terms and Conditions, etc. by the stipulated payment date, the User shall pay an additional delinquency charge from the day following such stipulated payment date, calculated at the lesser of (i) an annual rate of 14.6% and (ii) the maximum rate permitted under applicable law. This delinquency charge shall be paid together with the Service usage fee and other financial obligations in a lump sum payment. This lump sum payment shall be made by the date specified by the Company and via the method specified by the Company.
Deposit fees and other expenses required for the payment stipulated in the preceding paragraph shall be borne by the User.

Issued date: 27 March 2024

Categories

Industries (Select from the list below)