Thank you for visiting this “www.modech.com” site (hereinafter called the “Site”).
This Site is provided and operated by MoDeCH Inc., a corporation duly established and registered in Japan having its principal place of business at 5-15, Yokoyama-Cho, Hachioji-Shi, Tokyo, 192-0081 Japan (hereinafter called “MoDeCH”).

1. Description of the Site and Warranty.

This Site contains (i) information, technical or otherwise, about the services (hereinafter called the “Services”) provided by MoDeCH by or through which User may purchase and download MoDeCH’s SPICE (Simulation Program with Integrated Circuit Emphasis) models and related products (hereinafter collectively called the “Products”) and (ii) information concerning MoDeCH and its affiliated companies and vendors. The aforementioned information in (i) and (ii) shall hereinafter be collectively called the "Contents."

Any possible user of this Site (hereinafter called “User”) shall read and agree with these terms of use (hereinafter called the “Terms of Use”) and MoDeCH’s Privacy Policy (hereinafter called the “Privacy Policy”).
The User shall also read and agree with MoDeCH’s Online Purchase Terms and Conditions (hereinafter called the “Purchase Terms”) if User desires to purchase and/or download any Products provided by MoDeCH through the Site.
By accessing, using or downloading any Contents, Services and/or the Products through or from the Site, User shall be deemed to agree to be bound to, the Terms of use.

2. Modification of the Terms of Use.

Any modification, amendment, and revision of the Terms of Use or any other relating policies set by MoDeCH in the future shall be agreed by User for User’s continuous use of the Site.
MoDeCH may, at its sole discretion, modify, amend, and/or revise any of the provisions of the Terms of use at any time. In this case, User shall use the Site in accordance with the terms and conditions provided in such modified, amended, or revised version of the Terms of Use. If User doesn’t agree with such modified, amended or revised version, User may not use the Site for any reason.
MoDeCH shall not be obliged to notify any revision or modification of the Terms of Use to User. So, MoDeCH strongly recommend User to confirm the new version of the Terms of Use periodically.
User’s continuus use of this site shall mean and be deemed User’s COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS of use AS MAY BE AMENDED FROM TIME TO TIME.
No provision set forth in this Terms of Use shall grant any right or license or interest of any third party or person to User.

3. Links to Other Websites

The Site may contain links to any websites operated by any affiliated companies or vendors of MoDeCH, or any other third parties. Any and all such links on the Site to such third-party’ websites are provided solely for User’s convenience. MoDeCH has not reviewed these third-party sites. MoDeCH has no rights to control over, and has no responsibility to, any of these sites or their contents. MoDeCH shall not make any representations concerning these sites or their contents, including without limitation any information, any product, goods or materials posted or provided on or by such sites, or any results that may be obtained by User’s using such sites or their contents. User’s any access and/or use of third-party’s such websites linked to this Site or any services under such sites shall be done at User’s sole and exclusive risk and under User’s sole and exclusive responsibility.

4. No-License

User does not and shall not acquire any rights or licenses in or to the Site and/or the Contents other than the right to use the Site or Contents in accordance with the Terms of Use. User acknowledges and agrees that the Site, the Products, the Services and other Contents are provided with no warranty from MoDeCH, on an “as-is” basis. MoDeCH shall have the right to change, at its sole discretion, the Site, the Products or the Services, or stop, discontinue or cease the provision of the Site, the Products or the Services at any time without any prior notice to User without any compensation or any responsibility to User.

5. Using the Contents

User may use and copy any of the Content; provided, that

1. the integrity of the Contents is maintained, and MoDeCH’s status (and the status of any identified third-party contributors) as the author of such Contents is always acknowledged;
2. the copyright notice "© MoDeCH Inc., 2019" appears on all copies. If User uses and/or copies any third-party contents appearing on this Site, User shall place the relevant copyright notice pertaining to such contents on all copies; and
3. User shall not redistribute the Contents to any third party for any purpose unless otherwise permitted hereunder or otherwise obtaining written consent of MoDeCH. User shall not offer for sale or sell any Contents to any third party or person.

User may not use this Site or any Contents to construct a database of any kind, or store the whole or part of the Site in any database available for access by User or any other person or party. Further User may not distribute, redistribute or transmit any database containing the whole or part of the Site and/or the Contents.
If User desires to use the Site or any of the Contents in any manner other than as described in the Terms, please contact at “info@modech.com” to obtain prior written permission of MoDeCH.

In case of User’s any breach of any provision of the Terms of Use, or User’s any misuse or abuse of any Contents, MoDeCH may, without any prior notice to User, immediately terminate or reject User’s use of the Sites.

Note: Any User breaching a certain provision of the Terms may, in some cases, be judged illegal and be exposed criminal liability or other regal liability in accordance with applicable laws and/or ordinances.

MoDeCH shall have the rights to investigate the conditions of User’s use of the Site (a) in order to verify whether or not User complies with the provisions of the Terms, or (b) in order to comply with any requirement under any laws or regulations or any legal or judicial procedures, or to meet any requests or demands from governmental authorities; provided, however, MoDeCH shall not be obliged to conduct any of such investigations.

6. Downloading the Products

6.1 Product Types.

User may download the Products through the Site, which consist of the following two types;

1. freely downloadable Products (hereinafter called the “Free Products”) which User may download through the Site free of charge, and
2. paid-for Products (hereinafter called the “Paid Products”) which User may purchase and download through the Site for a fee.

6.2 Rights to the Products.

All the Free Products and the Paid Product downloaded by User through the Site are the copyrighted work of MoDeCH or its Licensor, and any and all copyrights, patents, trademarks, layout-design exploitation rights, mask work rights and other intellectual property rights in or to any Free Products and any Paid Products are, and shall remain, in the ownership of MoDeCH or its licensors.
User’s any use of the Products shall be subject to the terms and conditions set forth in the Terms of Use and then current Purchase Terms. User may not download or use any Product unless User first agrees to the Terms of Use and the Purchase Terms. Any use, reproduction or redistribution of the Products against any provisions in the Terms of Use or the Purchase Terms shall be expressly prohibited by applicable intellectual property related laws, which may result in severe civil and/or criminal penalties.
THE PRODUCT IS WARRANTED, IF ANY, ONLY ACCORDING TO THE TERMS AND CONDITIONS AND THE PURCHASE TERMS.

6.3 Purchasing Paid Products.

User may purchase any Paid Product by downloading it through the Site. User’s Purchase of the Products shall be subject to those set forth in the Purchase Terms.
User may copy and use five (5) copies of each Paid Product only to the extent such copies be used on the same site and premises within the company User belongs to.
Any Products downloaded by User shall not be copied in excess of the aforementioned restriction, and shall not be used by any third party or person other than the employees in User’s company. Any Products shall not be redistributed to any third party or person.

7. User Account

7.1

User may register as a registered user for the member area in this Site (hereinafter called “Registered Account”). If User has registered its Registered Account, User shall be responsible for maintaining the confidentiality and security of such Registered Account and related passwords. MoDeCH recommends that User should set User’s passwords by using a combination of letters and numbers, and change them frequently.

7.2

User agrees to accept responsibility for all activities concerning User’s Registered Account and/or related password. User shall inform us immediately of any disclosure or possible disclosure to any other person or party which User have any reason to believe to occur.

7.3

Please refer to MoDeCH’s Privacy Policy concerning MoDeCH’s collection of personal information of the registered User. User may access and update any personal information provided by User to MoDeCH concerning the Registered Account, including User’s account settings.

8. Privacy Policy

8.1

As a condition to using the Site, User shall accept MoDeCH’s then-current Privacy Policy, which may be revised from time to time. User agrees that MoDeCH may use any personal information obtained from User through the Site in accordance with the Privacy Policy. User shall also agree that in case it is necessary to comply with any legal or judicial procedure or any requirement of governmental authorities (including without limitation a search warrant, a subpoena, and a court order), or in case any provision of this Terms of Use or the Privacy Policy of MoDeCH otherwise stipulates MoDeCH’s right to do so, MoDeCH shall have the right to access and/or disclose User’s any personal information, including, but not limited to, the contents of communication.

8.2

MoDeCH may dispose User’s any personal information on the servers located in Japan and/or other countries or regions. So, User’s certain personal information may sometimes be handled and/or disposed on the servers located outside the country or region of the relevant User.

8.3

If User has any questions concerning MoDeCH’s use of User’s personal information, please contact MoDeCH at info@modech.com.

9. No-Warranty

MoDeCH uses its commercially reasonable efforts to ensure the accuracy of the Contents provided on this Site; provided, however, MoDeCH shall in no manner make any representation or warranty, whether expressly or impliedly, as to availability, accuracy, timeliness, security, completeness or credibility of the Contents, including without limitation Paid Products and Free Products. MoDeCH shall not accept any liability for any reliance placed by User on the Contents, including without limitation Paid Products and Free Products.

MoDeCH may, from time to time, change any Contents and/or Services or withdraw any Products and/or Services. MoDeCH shall solely be contractually bound by the terms and conditions herein contained.

Certain Contents posted on the Site by MoDeCH may contain references or cross references to any Products, Contents and/or Services which are not announced or available in User’s country or region. Such references shall not imply that MoDeCH intends to make available such Contents, Products or Services in such country or region. User should consult MoDeCH office for information whether such Contents, Product or Services may be available to User’s country or region.

10. Intellectual Property Rights

10.1 MoDeCH’s Proprietary Rights

User hereby acknowledges and agrees that MoDeCH and/or its licensors own any and all legal rights, title and interests in and to the Site, the Service, the Products and the Contents (including without limitation all text, pictures, graphics, files, graphic design, layouts and the typographical arrangement thereof), including any and all intellectual property rights that exist therein, whether registered or not, in any country or region all over the world they may exist. User further agrees that the Site, the Service, the Products and the Contents contains proprietary and confidential information that is protected by applicable intellectual property laws and other related laws or regulation.

10.2 License

MoDeCH hereby grants User a personal, non-exclusive, non-transferable, limited license to use the Site, the Service, the Products and the Contents in accordance with the Terms of Use and the Purchase Terms only for and to the extent of User’s internal purpose; provided, however, that unless otherwise provided herein, User shall not (and shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source codes (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Site, the Service, the Products and/or the Contents.

10.3 Trademarks

Any trademarks, service marks, graphics, and logos (hereinafter called the “Trademarks”) used on or in connection with the Site, Contents, Products and/or the Service are registered or unregistered trademarks of MoDeCH or its licensors. Any other trademarks, service marks, graphics or logos used in connection with the Site, Contents, Products and/or the Service may be the trademarks of their respective owners (hereinafter called the “Third-Party Trademarks”). User shall not be granted any right or license to or in any of the aforesaid Trademarks or the Third-Party Trademarks. User further agrees not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) which may be affixed to or contained within the Site, Contents, Products and/or the Service.

10.4 Inquiry

If User has any concerns that the Site or any Contents or Products provided or offered on the Site may infringe any intellectual property right of a third party, please email us at info@modech.com.

11. User’s Warranty/Comment

11.1

User hereby represents and warrants that (a) any and all information provided by User to MoDeCH for using the Site and the Service and/or downloading the Products through the Site is accurate and reflects User’s then current status, and (b) User has any and all necessary rights, powers, titles and authorities in order to perform any and all obligations required hereunder.

11.2

This Site allows User to post comments concerning any specific Paid Product, but all such comments shall be monitored by MoDeCH, and MoDeCH shall have exclusive rights to determine to display or refuse to display or delete such comments at the sole discretion of MoDeCH.

12. Export Control

User hereby agrees to abide by any and all applicable export control laws in Japan and other relevant countries, and not to transfer, whether by electronic transmission or otherwise, any Contents (including without limitation the Products) from the country where User uses the Site and/or downloads the Products to any destination prohibited under such laws, without first obtaining MoDeCH’s prior written consent and any and all requisite government authorization and then complying with such authorization. These commitments under this Article shall survive any termination of the Terms of Use.

13. Suspension/Termination of User Account

MoDeCH may, at its sole discretion, suspend User’s use right of the Site, terminate the contract with User concerning the Products, or terminate the relevant Registered Account, at any time and without any reason.

The provisions of the Article 4, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the Terms of Use, as well as any and all generally applicable provisions of these Terms of Use and the Purchase Terms (including without limitation the provisions with respect to the limitation of liability,) shall survive after any suspension of User’s use right of the Site, any expiration or termination of the contract relating to the Products or any termination of the Registered Account,

14. Disclaimer

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO USERS.

USER EXPRESSLY UNDERSTANDS AND AGREES THAT USER’S USE OF THE SITE, THE CONTENTS, THE PRODUCTS AND/OR THE SERVICES IS AT USER’S SOLE RISK, AND THE SITE, THE CONTENTS, THE PRODUCTS AND THE SERVICE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. MODECH AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, MODECH AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SITE, CONTENTS, PRODUCTS OR THE SERVICES WILL MEET USER’S REQUIREMENTS; (II) USER’S USE OF THE SITE, CONTENTS, PRODUCTS OR THE SERVICES SHALL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY USER AS A RESULT OF USING THE SITE, CONTENTS, PRODUCTS AND/OR THE SERVICES SHALL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE CONTENTS, THE PRODUCTS OR THE SERVICES PROVIDED TO USER THROUGH THE SITE SHALL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM MODECH OR THROUGH OR FROM THE SITE OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

15. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO USER.

EXCEPT FOR MODECH’S FRAUD, OR PERSONAL INJURY OR DEATH RESULTING FROM MODECH’S PROVEN NEGLIGENCE, USER EXPRESSLY UNDERSTANDS AND AGREES THAT MODECH AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES OR DAMAGES (EVEN IF MODECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SITE, CONTENTS, PRODUCTS OR SERVICES; (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE USER’S TRANSMISSIONS OR DATA ON OR THROUGH THE SITE OR SERVICES; AND (III) ANY OTHER MATTER RELATING TO THE SITE, CONTENTS, PRODUCTS OR SERVICES.

16. Indemnification

16.1

NOTWISHTANDING THE PROVISIONS SET FORTH IN THE PREVIOUS ARTICLE 9 OR 15, IN CASE MODECH SHALL BE OBLIGED TO MAKE ANY INDEMNIFICATION TO USER PURSUANT TO THE PROCISIONS OF ANY APPLICABLE LAWS, MODECH SHALL BE LIABLE TO USER ONLY FOR THE DAMAGES ACTUALLY AND DIRECTLY INCURRED BY USER DUE TO MODECH’S NEGLIGENCE FOR WHATEVER CAUSE, AND IN NO EVENT SHALL MODECH BE LIABLE FOR ANY LOSS OF PROFIT OR ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF MODECH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

16.2

WITH RESPECT TO THE GRANT OF THE RIGHTS TO USE THE SITE, THE PRODUCTS THE CONTENTS AND/OR THE SERVICES, IN NO EVENT SHALL MODECH BE LIABLE TO USER FOR CUMULATIVE DAMAGES GREATER THAN THE AMOUNT OF THE TOTAL PURCHASE FEES FOR THE PAID PRODUCTS ACTUALLY PAID BY USER TO MODECH DURING ONE (1) YEAR IMMEDIATELY BEFORE SAID CLAIM FOR WHATEVER CAUSE, EXCEPT THE CASE SUCH DAMAGES OR LOSSES ARISE OUT OF OR DUE TO MODECH’S INTENTIONAL ACT OR GROSS NEGLIGENCE.

16.3

NOTWITHSTANDING THE FOREGOING, IF USER USES DID NOT USE ANY PAID PRODUCTS DURING AFOREMENTIONED ONE YEAR PERIOD, MODECH SHALL IN NO MANNER BE OBLIGED TO PAY COMPENSATION FOR ANY LOSS OR DAMAGES IN ANY CASE AND FOR ANY REASON WHATSOEVER, INCLUDING THE CESE OF MODECH’S GROSS NEGLIGENCE ACTS OR OMISSIONS.

16.4

User agrees to defend, indemnify and hold MoDeCH, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from any violation by User of the Terms of Use and/or the Purchase Terms. These obligations shall survive the termination or expiration of the Terms of User and/or User’s use of the Site.

17. Entire Agreement

The Terms of Use constitutes the entire agreement between User and MoDeCH, and supersedes and replace any prior written or oral agreement between the parties concerning the subject matter hereof. No supplement, modification or amendment of the Terms of Use shall be binding unless posted on the Site by MoDeCH.

18. No Waiver/ Severability

No failure of MoDeCH to exercise or enforce any right or provision of these Terms of Use shall constitute a waiver of such right or provision unless made by MoDeCH in writing, nor shall any waiver by MoDeCH in respect of any breach by User be deemed to constitute a waiver or consent to any subsequent breach by User of its obligations.
If any provision of the Terms of Use is held by a court of competent jurisdiction to be illegal or invalid, the remainder of the provisions shall remain effective.

19. No Assignment

Any rights and/or obligations hereunder, in whole or in part, shall not be assigned, transferred, pledged, or otherwise hypothecated by User to any third party without a prior written approval of MoDeCH.

20. Limitation of Action

User may and shall file any motion or action arising out of or in connection with the use of the Site, the Contents, Products and/or the Service or in connection with the Terms of Use within one (1) year from the accrual of the cause of such motion or action, and, if User fails to file a motion or action within such one (1) year period, User’s any and all alleged claims shall become invalid by prescription.

21. Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of Japan, without reference to principles of conflicts of laws and without reference to the location or address of User.
Any dispute arising out of or in connection with the Terms of Use or the Site, the Contents, Products and/or the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court for the first trial.

22. Contact

Contact: Masanori Shimasue, CEO, MoDeCH, Inc.
Address: 5-15, Yokoyama-Cho, Hachioji-Shi, Tokyo, 192-0081 Japan
Tel: +81-42-656-3360
Email: info@modech.co.jp

[Supplemental Provision]

Established: October 1, 2019

Last Revised: October 1, 2019