Subscription Service Terms and Conditions
Please review the following information before purchasing a subscription item. Ensure that you read and agree to the Subscription Service Terms and Conditions, as well as the Software License Agreement for the included products. Your agreement to these terms is essential for authorization to download or use the programs included in the subscription product.
Important! - These terms and conditions constitute a legally binding agreement between you (whether an individual or, if purchased or acquired for an entity, the entity, collectively, “You”) and Pegasys, Inc. ("Pegasys"). These Terms and Conditions, including any documents incorporated herein by express reference, apply as the terms and conditions of Your subscription (collectively, the "Subscription Terms") and govern Your purchase and use of Your subscription. By purchasing a Subscription Item ("Subscription Item") from Pegasys, You accept and agree to comply with the Subscription Terms. If You represent a corporation, government entity, or any other legal entity, You affirm that such entity has the right and authority to accept and be bound by the Subscription Terms, and You agree that such entity shall be governed by the Subscription Terms.
1. Subscription License
By purchasing a Subscription Item, Pegasys grants You a non-exclusive, non-transferable license to use the software product(s) ("Subscription Product") contained in the Subscription Item on a recurring and subscription basis ("Subscription License"). The rights to use and other conditions of the Subscription Product are expressly set forth in the End User License Agreement ("EULA") of the Subscription Product, which is hereby incorporated into these Subscription Terms. In case of any conflict and/or inconsistency between the terms of these Subscription Terms and the EULA of the Subscription Product, the provisions of these Subscription Terms shall take precedence. The "License" to the "Software" as defined in the EULA of the Subscription Product shall be superseded by the Subscription License as defined in these Subscription Terms, and the terms set forth in these Subscription Terms shall prevail.
2. Restrictions on Use of Subscription Products
The environment in which the Subscription Products included in the Subscription Item shall be installed and used under one license of the Subscription License is limited to one device and one operating system, even if not used simultaneously. Additionally, you are expressly prohibited from utilizing each Subscription Product included in a single Subscription License within distinct and separate environments.
3. User Account Registration
In order to purchase a Subscription Item, You agree to create and register a user account ("User Registration") in advance. You agree to maintain accurate and up-to-date User Registration information and ensure the security of Your password. You commit not to disclose Your password to any third party and accept sole responsibility for all activities conducted under Your User Registration account, irrespective of whether You have authorized such activities. You agree that You may not delete Your User Registration account during the Subscription License term (You may delete it after the license term ends).
4. Subscription License Term and Automatic Renewal
The term of a Subscription License is provided for one year and commences upon the successful purchase of a Subscription Item. You agree that, unless Your Subscription License is canceled or terminated as described in Section 5, You will be automatically charged a fee for the renewal term then in effect upon each annual renewal, and Your Subscription License will be renewed.
5. Cancellation and Termination of Subscription License
6. Major Upgrade to Subscription Product
7. Support Services Duration
Unless otherwise specified in the Subscription Item description, the Support Services for Subscription Products included in a Subscription Item shall be provided only for the Subscription License period during which you are in compliance with these Subscription Terms. Support Services shall not be applicable to any Subscription Product that is not authorized for activation under Your Subscription License during the relevant License Term. The terms and conditions governing other aspects of the Support Services are subject to the provisions set forth in the EULA for the respective Subscription Product.
8. Modification of Subscription and Terms
Pegasys, at its sole discretion, reserves the right to modify, including but not limited to, the Subscription Terms, the term of the Subscription License, the included Subscription Products, and pricing. At its sole discretion, Pegasys shall provide You with advance notice of any significant changes to the Subscription Terms and/or related conditions as such changes occur. If You retain Your Subscription License following the presentation of such changes, it shall be deemed that You agree to the modification.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PEGASYS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF OR RELATING TO THESE SUBSCRIPTION TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SUBSCRIPTION PRODUCT, SUPPORT SERVICES, LICENSE KEYS, OR DOCUMENTATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING APPLIES EVEN IF PEGASYS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF PEGASYS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SUBSCRIPTION ITEM. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THESE SUBSCRIPTION TERMS.
10. Taxes
All prices and fees payable in respect of any license to the Subscription Item entered into with Pegasys are exclusive of tax. You shall pay all taxes and duties (including applicable value added and/or withholding taxes at the prevailing rate on the date of invoice) related to or arising from providing the Subscription Item. Pegasys reserves the right to gross up the price for the Subscription Item in any invoice if a withholding prevents Pegasys from receiving the amount specified in such invoice.
11. Miscellaneous
Pegasys Inc.
5F Yanagibashi M Bldg. 1-2-12 Yanagibashi Taito-ku Tokyo, 111-0052, Japan
These Subscription Terms were released on January 1, 2024.
By purchasing a Subscription Item, Pegasys grants You a non-exclusive, non-transferable license to use the software product(s) ("Subscription Product") contained in the Subscription Item on a recurring and subscription basis ("Subscription License"). The rights to use and other conditions of the Subscription Product are expressly set forth in the End User License Agreement ("EULA") of the Subscription Product, which is hereby incorporated into these Subscription Terms. In case of any conflict and/or inconsistency between the terms of these Subscription Terms and the EULA of the Subscription Product, the provisions of these Subscription Terms shall take precedence. The "License" to the "Software" as defined in the EULA of the Subscription Product shall be superseded by the Subscription License as defined in these Subscription Terms, and the terms set forth in these Subscription Terms shall prevail.
2. Restrictions on Use of Subscription Products
The environment in which the Subscription Products included in the Subscription Item shall be installed and used under one license of the Subscription License is limited to one device and one operating system, even if not used simultaneously. Additionally, you are expressly prohibited from utilizing each Subscription Product included in a single Subscription License within distinct and separate environments.
3. User Account Registration
In order to purchase a Subscription Item, You agree to create and register a user account ("User Registration") in advance. You agree to maintain accurate and up-to-date User Registration information and ensure the security of Your password. You commit not to disclose Your password to any third party and accept sole responsibility for all activities conducted under Your User Registration account, irrespective of whether You have authorized such activities. You agree that You may not delete Your User Registration account during the Subscription License term (You may delete it after the license term ends).
4. Subscription License Term and Automatic Renewal
The term of a Subscription License is provided for one year and commences upon the successful purchase of a Subscription Item. You agree that, unless Your Subscription License is canceled or terminated as described in Section 5, You will be automatically charged a fee for the renewal term then in effect upon each annual renewal, and Your Subscription License will be renewed.
5. Cancellation and Termination of Subscription License
- 5.1 Cancellation by You
You may cancel Your Subscription License at any time, provided that the cancellation is made at least 24 hours prior to the expiration date of the Subscription License. In case of cancellation initiated by You, You expressly acknowledge and agree that Your Subscription License shall remain effective until the expiration date of the prepaid license period, and You shall not be entitled to any refund for the amount already paid. You acknowledge and agree that upon termination of Your Subscription License, Your access to or use of the Subscription Products will cease, be disabled, or terminated, and You will forfeit any other rights granted to You under the Subscription Terms. - 5.2 Termination by Pegasys
(a) Pegasys reserves the right to promptly terminate Your Subscription License, along with any other rights granted herein, without prior notice, in the event of a breach of any of these Subscription Terms by You. In such circumstances, no refund of any consideration paid by You under these Subscription Terms shall be issued.
(b) If You fail to make payment by the due date, Pegasys reserves the right to terminate such Subscription License upon reasonable notice, whether or not such notice is received and acknowledged by You.
If Pegasys, at its sole discretion, terminates the Subscription License under this paragraph, Pegasys reserves the right to void any rights granted to You under these Subscription Terms and to suspend, disable, or terminate Your access to the Subscription Products.
6. Major Upgrade to Subscription Product
- 6.1 Pegasys reserves the right, in its sole discretion, to make major upgrades and updates to the Subscription Products included in the Subscription License. You acknowledge and agree that such updates may result in changes to or exclusion of features, functionality, or performance of such Subscription Products. You acknowledge and agree that in the event of a major upgrade of a Subscription Product, Your right to access and use the version of the Subscription Product prior to such major upgrade ("Previous Version") will be forfeited, except to the extent You have acquired the right to a grace period as described in the following paragraph.
- 6.2 Unless otherwise specified in the description of the Subscription Item, when a major upgrade version of a Subscription Product included in a Subscription License becomes available (i.e., released), you, who have a valid Subscription License through the date of availability (release date) of such major upgrade version and continue to maintain such License, will be entitled to access and use the Previous Version for a period of one (1) year from the date of availability of the major upgrade version. You acknowledge and agree that even if Your Subscription License has acquired valid rights, such acquired rights will be forfeited upon termination of such license.
7. Support Services Duration
Unless otherwise specified in the Subscription Item description, the Support Services for Subscription Products included in a Subscription Item shall be provided only for the Subscription License period during which you are in compliance with these Subscription Terms. Support Services shall not be applicable to any Subscription Product that is not authorized for activation under Your Subscription License during the relevant License Term. The terms and conditions governing other aspects of the Support Services are subject to the provisions set forth in the EULA for the respective Subscription Product.
8. Modification of Subscription and Terms
Pegasys, at its sole discretion, reserves the right to modify, including but not limited to, the Subscription Terms, the term of the Subscription License, the included Subscription Products, and pricing. At its sole discretion, Pegasys shall provide You with advance notice of any significant changes to the Subscription Terms and/or related conditions as such changes occur. If You retain Your Subscription License following the presentation of such changes, it shall be deemed that You agree to the modification.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PEGASYS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF OR RELATING TO THESE SUBSCRIPTION TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SUBSCRIPTION PRODUCT, SUPPORT SERVICES, LICENSE KEYS, OR DOCUMENTATION AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING APPLIES EVEN IF PEGASYS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE ENTIRE LIABILITY OF PEGASYS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SUBSCRIPTION ITEM. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THESE SUBSCRIPTION TERMS.
10. Taxes
All prices and fees payable in respect of any license to the Subscription Item entered into with Pegasys are exclusive of tax. You shall pay all taxes and duties (including applicable value added and/or withholding taxes at the prevailing rate on the date of invoice) related to or arising from providing the Subscription Item. Pegasys reserves the right to gross up the price for the Subscription Item in any invoice if a withholding prevents Pegasys from receiving the amount specified in such invoice.
11. Miscellaneous
- 11.1 These Subscription Terms shall supersede any and all arrangements made between you and Pegasys prior to the agreement of these Terms.These Subscription Terms shall be governed by the laws of Japan, without regard to conflict of law principles.
- 11.2 These Subscription Terms shall be governed by the laws of Japan, without regard to conflict of law principles.
- 11.3 In the event of any dispute between Pegasys and You regarding these Subscription Terms, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance.
- 11.4 If any provision or portion of these Subscription Terms is found to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect.
Pegasys Inc.
5F Yanagibashi M Bldg. 1-2-12 Yanagibashi Taito-ku Tokyo, 111-0052, Japan
These Subscription Terms were released on January 1, 2024.