Shipping policy

(Please make sure to read these Online Purchase Terms and Conditions carefully before ordering any Paid Products (as defined below) offered on MoDeCH’s Website.)

These Online Purchase Terms and Conditions (hereinafter called the “Purchase Terms”) is to stipulate the terms and conditions for the user’s ordering and purchasing and using MoDeCH’s paid SPICE (Simulation Program with Integrated Circuit Emphasis) models and related products (hereinafter collectively called the “Paid Products”) and free products (hereinafter called the “Free Products”, precisely defined below) through MoDeCH’s website (hereinafter called the “Site”) developed and provided by MoDeCH Inc. (hereinafter called “MoDeCH”) to the user (hereinafter called “User”). These Purchase Terms are an integral part of MoDeCH’s Terms of Use (hereinafter called the “Terms of Use”) posted on the Site.

User’s purchasing and downloading the Paid Products shall be subject to User’s acceptance of, and compliance with, the provisions of the Purchase Terms, the Terms of Use and MoDeCH’s privacy policy (hereinafter called the “Privacy Policy”). (The Purchase Terms, the Terms of Use and the Privacy Policy may be hereinafter collectively called the “Terms”)
User may order the Paid Products only after User’s understanding and acceptance of all the Terms, and after MoDeCH’s confirmation of User’s payment of the purchase fees for the Paid Products (hereinafter called the “Fees”, as precisely defined in Article 9), and then download and use the Paid Products strictly in compliance with the provisions of the Terms.
If User is UNDER 18 years old, or does NOT agree with nor accept any provision of the Terms, User may not and shall not use the Paid Products.

The term “License Agreement” shall mean the agreement concluded and entered into by and between MoDeCH and User with respect to the use of the Paid Products subject to the provisions of the Terms and the provisions described in the order form for the Paid Products. The License Agreement shall become effective at the time User pushes the “Order” or “Accept” button on the Site provided by MoDeCH.
The “Paid Products” and the “Free Products” (as defined in Article 5) may be collectively called as the “Products.”

1. Scope

These Terms shall apply to the License Agreement(s) between User and MoDeCH with respect to the Products provided by MoDeCH to User.

2. Revision

2.1 MoDeCH may, from time to time and without prior consent of User, eliminate all or a part of the Terms, establish new Terms and/or revise a part of provisions of the Terms according to and/or in response to any establishment, revision and/or abolition of the applicable laws or regulations and/or any change of social or economic conditions, and/or for the purpose of improvement of the quality of the Products for User. In such cases, the Fees and other terms and conditions for the use of the Products shall be subject to the provisions stipulated in such newly established or revised Terms.
2.2 Any deletion or revision hereof, or any newly established Terms shall become effective on the date as designated by MoDeCH. Newly established or revised Terms may be posted on the Website. MoDeCH shall not be obliged to notify any revision or modification of the Terms to User. So, MoDeCH strongly recommend the User to confirm the new version of the Terms periodically. User who does not agree to accept such newly established or revised Terms shall not place any subsequent order.

3. User Account

User shall be required to have User’s own Registered Account (as defined in the Terms of Use) in order to search, download and/or purchase the Products. Further, for purchasing and downloading the Paid Products, User shall be required to log in to User’s Registered Account and have any valid payment method (as stipulated in Article 9) associated with such Registered Account.
User shall be responsible for maintaining the confidentiality of User’s Registered Account and related password, and for restricting unauthorized access to User’s such Registered Account.
User shall be responsible for any and all acts and omissions under or relating to User’s account and/or password. Please see the provisions in Article 7 “User Account” in the Terms of Use.

4. Order/Grant of License

4.1 For ordering the Paid Products, User shall, upon and subject to User’s understanding and acceptance of the Terms, input necessary matters into the application form for the Paid Products, and click on the “Accept” button placed thereon. User’s clicking on such button shall be regarded as User’s consent to these Terms. And, then, User shall pre-pay to MoDeCH the Fees (as defined in Article 9) for the Paid Products pursuant to the payment terms described in Article 9.
4.2 MoDeCH hereby grants User a non-exclusive and non-transferable right to use the Products only on the same premise within User’s company and only for User’s internal purpose, subject to User’s payment of the Fees to MoDeCH (except any “Free Products,” as defined in Article 5), and subject to the provisions of the Terms.
4.3 User shall not, and may not, download the Paid Products unless and until MoDeCH has confirmed User’s payment (upon receiving an acknowledgement of User’s credit card payment or completion notice of bank transfer remittance) of the Fees pursuant to the provisions set forth in Article 9.
4.4 User is recommended to read the Terms carefully, and shall use the Products in full compliance with the provisions of the Terms.
4.5 User shall not require or demand MoDeCH to amend, revise and/or eliminate any part of the provisions in the Terms or any other terms or conditions designated by MoDeCH at User’s ordering the Products to MoDeCH. MoDeCH shall have the right to reject User’s any such request of amendment, revision and/or elimination of such provisions concerning User’s order for the Products.

5. Free Products

5.1 If User desires and selects to use the free version of the Products (hereinafter called the “Free Products,”) User shall, upon and subject to User’s understanding and acceptance of the Terms, input necessary matters into the application form for the Free Products, and click on the “Accept” button placed thereon. User’s clicking on such button shall be regarded as User’s consent to these Terms, and, then, User may download and use the Free Products of the Paid Products strictly in compliance with the provisions of the Terms.
5.2 MoDeCH does and shall NOT make any warranty and/or representation in any manner concerning the Free Products.

6. Term

6.1 The License Agreement concerning the Products shall become effective upon User’s downloading the Products in accordance with the Terms, and shall remain in force until and unless User ceases to use such Products or either party terminates such License Agreement pursuant to the Terms.
6.2 Upon aforementioned termination or User’s cessation of the Products, MoDeCH shall in no manner be responsible to repay the Fees for the Paid Products already paid by User, nor shall be responsible for any losses or damages incurred by User due to aforementioned termination.
6.3 The provisions of the Article 6.3, 7, 9.7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 of this Purchase Terms, as well as any and all generally applicable provisions of the Purchase Terms and the Terms of Use (including without limitation the provisions with respect to the limitation of liability,) shall survive after any suspension of User’s right to use the Products, any expiration or termination of the License Agreement relating to the Products or any termination of the Registered Account.

7. No Assignment

User shall not transfer, redistribute, sublease or otherwise encumber the whole or any part of the rights or obligations under the Terms and/or the License Agreement to any third party, whether with or without consideration without MoDeCH’s prior written consent.

8. Purpose of Use

8.1 User may use the Products only for User’s internal purpose (hereinafter called the “Purpose”) and only on the same premise within the company to which User belongs.
8.2 User shall not use the Products for any purpose other than the Purpose, and/or outside said premise, nor shall sell, offer for sale, distribute, lease and/or rent the Products.
8.3 User shall not copy, reproduce, disclose or transfer to any third party, any Products.
8.4 User shall use the Products only in the same condition as downloaded by User. User shall in no manner make any change, modification, adaptation, translation, etc. of, or from, the Products.
8.5 The Products are protected by the Copyright Act, Unfair Competition Prevention Acts and other applicable laws in Japan and similar or equipollent laws or regulations in any other country. User shall not de-compile, disassemble or reverse-engineer the Products and/or relevant programs, or otherwise extract the source code of the whole or any part of the Products and/or relevant programs in any manner, nor shall by any manner change, modify or translate the same into machine-readable form.

9. Fees/Payments

9.1 User shall pay to MoDeCH the fees (hereinafter called the “Fees”) for the Paid Products upon ordering the Paid Products. The amount of Fees shall be described on the Site.
9.2 The amount of the Fees quoted on this Site are in U.S. dollars (“USD”), and the Fees shall be paid and accepted only in USD, unless otherwise specified. The amount of the Fees quoted by this Site are only for the Paid Product itself, which does NOT include any taxes (including without limitation value-added tax, goods and service tax, consumption tax, sales tax or any similar tax), duties, shipping charge, freight, handling charge, or other similar charges.
9.3 User may pay the Fees to MoDeCH by credit card, “PayPal,” or bank transfer remittance, or any other means as otherwise designated by MoDeCH. User not having a valid PayPal account may also use PayPal to pay the Fees by using User’s credit card or debit card without signing up for a PayPal account.
Notwithstanding the above, if MoDeCH reasonably believes that there might be any problem with the payment method User has selected, MoDeCH may require User to pay the Fees by any other valid payment method.
9.4 Any payments by means of PayPal (including by using a credit card without PayPal account) shall be due and payable upon receipt of invoice for the Fees.
9.5 Any payments by bank transfer shall be made in advance. User shall need to pay in full within thirty (30) working days from the invoiced date. User’s payment shall be authorized upon MoDeCH’s confirmation of such payment after MoDeCH’s receipt of completion notice of bank transfer remittance; provided, however, that MoDeCH shall in no manner be responsible for any delay of payments or delay of confirmation of payments.
9.6 MoDeCH may, at its sole discretion, withhold its authorization for User to download all or any part of purchased Paid Products, or reject any purchase order at any time in any of the following cases;
(1) User’s any payments to MoDeCH is in arrears;
(2) MoDeCH reasonably believes that User is or might be not creditworthy;
(3) User fails to comply with the prepayment requirements as set forth herein; or
(4) User’s payment has been dishonored by User’s applicable bank, credit card company, or PayPal operating company.
9.7 User shall be obliged to pay interests on late payment, which shall be accrued from the due date to the actual payment in full on any account not paid when due at the rate of one and a half (1.5%) percent per month. If User fails to make payment when due, MoDeCH reserves the right to pursue all available remedies and shall be reimbursed by User for any and all losses, damages, costs and expenses (including without limitation any and all reasonable attorneys’ fees) incurred or to be incurred by MoDeCH arising from or associated with User’ said failure of payments.

10. Product Return/Repayment

10.1 MoDeCH shall not be obliged to accept User’s any cancellation of order or to refund any payments after the payment transaction has been completed.
10.2 MoDeCH shall not be obliged to accept User’s request of return or replacement of the Products after downloading.

11. Intellectual Property Rights

11.1 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 Products, including any and all intellectual property rights which exist therein, whether registered or not, and wherever in the world they may exist. User further agrees that the Products may contain proprietary and confidential information that is protected by applicable intellectual property laws and other related laws or regulations.
11.2 License from MoDeCH
MoDeCH hereby grants User a personal, non-exclusive, non-transferable, limited license to use the Products in accordance with Article 4.2 hereof 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 code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Products.
11.3 Trademarks
Any trademarks, service marks, graphics, and logos (hereinafter called the “Trademarks”) used on or in connection with the Products are registered or unregistered trademarks of MoDeCH or its licensors. Any other trademarks, service marks, graphics or logos used in connection with the Products 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) that may be affixed to or contained within the Products.

12. Compliance/Export Control

12.1 User hereby agrees to abide by any and all applicable export control laws and any other laws, rules and regulations applicable to the purchasing, downloading and/or using the Products in Japan and other countries.
12.2 User shall in no manner directly or indirectly sell, transfer or transmit, whether by electronic transmission or otherwise, any Products from the country where User uses and/or downloads the Products to any other country or region for any reason.
12.3 User agrees to defend, indemnify and hold MoDeCH, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred　relating to or arising from any User’s violation of any provisions in these Terms.
12.3 These commitments under this Article shall survive any termination of the License Agreement.

13. No-Warranty/Disclaimer

13.1 MODECH SHALL IN NO MANNER REPRESENT OR WARRANT THAT THE PRODUCTS WILL PRECISELY RUN OR OPERATE, OR THE PRODUCTS WILL FULFILL ITS FULL FUNCTIONS, IN ANY USER’S OPERATIONAL CONDITIONS. FURTHER, MODECH SHALL IN NO MANNER REPRESENT OR WARRANT THE FITNESS FOR A PARTICULAR PURPOSE OF USER OR THE MERCHANTABILITY, OR ANY OTHER WARRANTIES OF OR CONCERNING THE PRODUCTS, WHETHER EXPRESSLY OR IMPLIEDLY.
13.2 UNLESS OTHERWISE SET FORTH HEREIN, MODECH SHALL IN NO MANNER BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES (IRRESPECTIVE OF THE PREDICTABILITY OF SUCH DAMAGES), LOSS OF PROFIT, OR ANY OTHER DAMAGES INCURRED BY USER DUE TO ANY USE OR OUT OF USE OF THE PRODUCTS BY USER.
13.3 FURTHER, MODECH SHALL IN NO MANNER MAKE ANY WARRANTY OR ASSUME ANY LIABILITY OR OBLIGATION, INCLUDING ANY OF THE FOLLOWINGS, WITH RESPECT TO THE PRODUCTS OR ANY RELATED SERVICES;
(1) THE PRODUCTS WILL FULLY FUNCTION OR OPERATE AND WILL MEET SUFFICIENT QUALITY;
(2) THE PRODUCTS OR THE USE OF IT WILL NOT CAUSE ANY PROBLEM OR TROUBLE WITH RESPECT TO USER’S DEVICES OR TOOLS;
(3) THE PRODUCTS CAN BE USED PERPETUALLY; OR
(4) THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.
13.4 THE PROVISONS SET FORTH IN THE ARTICLE DESCRIBES AND CONTAINS THE ONLY RESPONSIBILITY OF MODECH, AND MODECH SHALL IN NO MANNER HAVE ANY RESPONSIBILITY TO USER WITH RESPECT TO THE PRODUCTS FOR ANY REASON OTHER THAN AS STIPULATED EXPRESSLY IN THE TERMS.

14. Responsibilities to Employees

14.1 User shall have its employees take necessary and appropriate measures for the sincere performance of any and all obligations owed by User hereunder.
14.2 User shall be responsible for any default or breach hereof by User’s any employee who is or was involving User’s businesses.

15. Audit

15.1 MoDeCH shall have the right to conduct audits to User whether User appropriately uses the Products in accordance with the Terms.
15.2 MoDeCH may conduct the aforementioned audits through any appropriate measures, such as to enter into User’s offices or other premises by its employee(s) or agents of MoDeCH, to browse and/or copy any related document or book or to have User submit them to MoDeCH, or any other measures reasonably considered necessary for the audit.
15.3 Before entering into User’s offices or other premises, MoDeCH shall make prior written notice to User. MoDeCH may and shall enter into User’s offices or premises during User’s normal business hours amicably, and the audit shall be conducted by the method considered to have least affects on User’s businesses.
15.4 The frequency of the audit by entering into User’s premises stipulated in this Article shall be limited to one (1) time in a certain quarter. The cost of the audits shall be borne by MoDeCH in principle; provided, however, in case that any inadequate use of the Products by User is detected through the audit and such inadequate use is material, the costs of the audit shall be borne by User.

16. Immediate Termination

16.1 In case of any of the following events, MoDeCH may forthwith terminate the whole or part of the License Agreement without any prior notice or demand to User;
(1) In case User breaches any of the provisions stipulated in the Terms, and User fails to remedy such breach within fourteen (14) days from its receipt of a notice from MoDeCH;
(2) In case the credibility of MoDeCH or any other subscribers has been damaged or is likely to be damaged due to User’s any act or omission (including negligence);
(3) In case of any breach of any applicable law, statute, ordinance and/or regulation in relevant countries, or any act offensive to the public order and morals concerning User’s ordering or using the Products;
(4) In case the rights and/or interests of MoDeCH or any other third party is seriously infringed, or is likely to be seriously infringed, due to User’s any act or omission (including negligence);
(5) In case MoDeCH or any other third party incurs or is likely to incur irreparable damages due to User’s act unless such subscriber’s act is immediately stopped or suspended;
(6) In addition to the cases as described above, in case that MoDeCH recognizes that it would be necessary, at MoDeCH’s sole discretion, to stop or suspend User’s use of the Products;
(7) In case the provision of the Products is suspended by a court order or any other governmental authorities’ requirement, or MoDeCH receives an order of attachment or temporary attachment to any machine and/or facility relating to the Products;
(8) User receives an order of attachment, temporary attachment, temporary injunction, judicial enforcement, demand for tax payment to its properties and/or credits or disposition of assets for failure to pay taxes;
(9) Any kind of bankruptcy procedures, including, but not limited to, petition in bankruptcy, or for corporate reorganization, civil rehabilitation or special liquidation proceeding, is commenced by or against User, or any event which might cause any of said bankruptcy procedures occurs, or User receives a winding-up order or judgment for dissolution from any court or relevant governmental authorities;
(10) User or any of its officers, main shareholders, employees, or relevant parties (hereinafter called the “Relevant Parties”) was or is any anti-social-force (hereinafter called the “Anti-Social-Forces”), such as a crime syndicate, a member of any crime syndicate, an associated member of any crime syndicate, an affiliated company of any crime syndicate, or User or any of its Relevant Parties cooperated or is cooperating with, or was or is involved in, the maintaining or running the Anti-Social-Forces, including, but not limited to, providing any funds or any convenience, etc., to any of the Anti-Social-Forces, or User or any of its Relevant Parties had or has any relation to or contact with any of the Anti-Social-Forces;
(11) User, by itself or through any third party, uses any violence, fraud or threatening language to MoDeCH;
(12) User represents or notify to MoDeCH that User or any of its Relevant Parties was or is an anti-social-force; or
(13) In case there is any false or deceit entry or erroneous description in the contents of the application form for the Products.
16.2 Termination or invalidation by MoDeCH pursuant to the previous Section 16.1 shall not prevent MoDeCH from seeking losses and damages incurred by MoDeCH to User.

17. Indemnification

17.1 MoDeCH may claim compensation to User for any and all damages incurred due to User’s breach of any of the provision of the Terms.
17.2 Regardless of whether MoDeCH claims any compensation for damages or not, MoDeCH may give User a warning in case of any breach or likely breach of the Terms.
17.3 IN CASE THAT, NOTWISHTANDING THE PROVISIONS IN THE ARTICLE 13, COMPANY SHOULD BE OBLIGED TO MAKE INDEMNIFICATION TO SUBSCRIBER BY ANY APPLICABLE LAW, RULE AND/OR REGULATION, MODECH SHALL BE LIABLE TO USER ONLY FOR THE DAMAGES ACTUALLY AND DIRECTLY INCURRED BY USER DUE TO NEGLIGENCE OF MODECH FROM 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 OF SUCH DAMAGES.
17.4 WITH RESPECT TO THE GRANT OF THE RIGHTS TO USE THE PAID PRODUCTS, IN NO EVENT SHALL MODECH BE LIABLE TO USER FOR CUMULATIVE DAMAGES GREATER THAN THE AMOUNT OF THE TOTAL LICENSE FEES FOR THE PAID PRODUCTS ACTUALLY PAID BY USER TO MODECH, DURING ONE (1) YEAR IMMEDIATELY BEFORE SAID CLAIM FROM WHATEVER CAUSE, EXCEPT THE CASE SUCH DAMAGES OR LOSSES ARISE OUT OF OR DUE TO MODECH’S INTENTIONAL ACT OR GROSS NEGLIGENCE.
17.5 NOTWITHSTANDING THE FOREGOING, IF USER USES ONLY THE FREE PRODUCTS, MODECH SHALL IN NO MANNER BE OBLIGED TO PAY COMPENSATION FOR ANY LOSS OR DAMAGES IN ANY CASE AND BY ANY REASON WHATSOEVER, INCLUDING MODECH’S GROSS NEGLIGENCE ACTS OR OMISSIONS.

18. Force Majeure

MoDeCH shall in no manner be responsible for any failure or delay in the performance of any of its obligations hereunder (excluding any payment obligations), nor shall such failure or delay be deemed to be a breach hereof if such failure or delay is due to circumstances of any nature whatsoever which are not within its control and are not preventable by reasonable diligence on its part, including, but not limited to, Act of God, acts of government or governmental authorities, compliance with law, regulations or order, fire, storm, flood, earth quake, tsunami, thunder, typhoon, epidemic or other plague, war (declared or not), warlike conditions, hostility, terror, rebellion, revolution, riots, explosion, marine accident, strike, lockouts or other labor dispute, shortage or regulation of energy supply or materials.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Japan, without reference to the principles of conflicts of laws or the United Nations Convention on Contracts for the International Sales of Goods (1980).

20. Jurisdiction

Any dispute arising out of, or in relation to, or in connection with, the Terms or the breach thereof between MoDeCH and User shall be subject to the exclusive jurisdiction of the Tokyo District Court (or Tokyo Summary Court) in Japan for the first trial.

21. Limitation of Action

User may and shall file any motion or action arising out of or in connection with User’s use of the Products or in connection with the Terms 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.

22. Entire Agreement

The Terms 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 shall be binding unless posted on the Site by MoDeCH.

23. No Waiver/ Severability

No failure of MoDeCH to exercise or enforce any right or provision of these Terms 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 is held by a court of competent jurisdiction to be illegal or invalid, the remainder of the provisions shall remain effective.

24. 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