Render Pool Terms and Conditions of Use
Please make sure to read the following terms and conditions before using the Service.
“Render Pool®” is a decentralized 3DCG rendering service provided by Morgenrot Inc.
These Render Pool Terms and Conditions of Use (the “Terms and Conditions”) set forth the terms and conditions of use between Morgenrot Inc. (“Company”), which provides the Service, and each registered User who uses the Service. By using the Service, each registered User agrees to all terms and conditions of these Terms and Conditions. In the case the Company has provided the User with a Japanese language version of these Terms and Conditions (the “Japanese Version”), the Japanese Version will govern the relationship between the Users and the Company. In the event of any conflict between the Japanese Version and the Terms and Conditions in another language, the provisions in the Japanese Version shall prevail.
1. Definitions of Certain Terms
(1) “Account Information” means “Account Information” as defined in Article 7, paragraph (1).
(2) “External Service” means any service that is provided by another business and is used in performing the Service.
(3) “External Business” means the service provider of an External Service.
(4) “External Terms of Service” means the terms and conditions setting forth the rights between the relevant User and the relevant External Business.
(5) “Related Contract” means “Related Contract” as defined in Article 10, paragraph (3).
(6) “Intellectual Property Rights” means copyrights, patent, utility model, trademark, and design rights, and other intellectual property rights (including rights to obtain, or apply for registration or other protection of, any of these rights, and including know-how).
(7) “Company” means Morgenrot Inc.
(8) “Registered Information” means “Registered Information” as defined in Article 2, paragraph (2).
(9) “Antisocial Force” means: an organized crime group or a member or quasi-member thereof; a person who ceased to be a member or quasi-member of an organized crime group within the last five (5) years; an organized crime group-associated company; a corporate extortionist (sokaiya); a rogue person or group proclaiming itself to be a social activist (shakai undo to hyobo goro); an organized special intellectual crime group (tokushu chino boryoku shudan); or any other group which or individual who pursues economic benefits using violence, threats or fraudulent means
(10) “Confidential Information” means “Confidential Information” as defined in Article 14, paragraph (1).
(11) “Unreasonable Interference” means “Unreasonable Interference” as defined in Article 10, paragraph (4).
(12) “Terms and Conditions” means “Terms and Conditions” as defined in the preamble.
(13) “Service” means the Render Pool Service (including any amended service if for any reason the name or content of the Render Pool Service is changed).
(14) “System” means all equipment and software leased, maintained, and managed by the Company to provide the Service.
(15) “Point” means “Point” as defined in Article 5, paragraph (1).
(16) “User” means the individual or entity which executes a contract with the Company hereunder in order to use the Service.
(17) “Usage Contract” means “Usage Contract” as defined in Article 4, paragraph (5).
(18) “Usage Data” means “Usage Data” as defined in Article 2, paragraph (2).
(19) “Original File” means the User’s data or file that is processed in the System.
(20) “Rendered File” means data or a file processed by the Company’s systems.
2. Handling of Registered Information
(2) The Company shall be entitled to use, or to provide to third parties, (i) the information provided by the User to the Company in order to register a user account for the Service (“Registered Information”) and (ii) any data provided by the User to the Company in connection with the User’s use of the Service (“Usage Data”), among other things, in each case in the form of personally unidentifiable statistical information and for such purposes as improving the Company’s services etc. The registered User shall not raise any objection to such use or provision.
The systems and software used in the services provided by the Company will be provided to the User on a personal, nonexclusive, and nontransferable basis and for the User’s internal use only.
4. User Account Registration
(1) The User must have a user account to use the Service. A user account shall be used only by the User whose registration has been accepted by the Company. A user account shall be registered in compliance with the conditions set forth in the following paragraphs.
(2) The User shall register accurate, complete information with the Company by the designated procedure. In order to keep such information up-to-date at all times, the User shall, in the event of any changes to the Registered Information, notify the Company of such changes and submit any documents required by the Company to the Company, without delay and by the procedure prescribed by the Company. The Company assumes no liability for any damage incurred by the User due to any false information, errors or omissions that may exist in the Registered Information.
(3) Where the User makes an application for registration of a user account to the Company, the Company may, after contacting the User, deny the User’s access to, use of, and registration for the Service. The Company will deny the User’s access to, use of, and registration for the Service at the discretion of the Company if the Company considers that the following applies:
i) The Company reasonably considers that the User is likely to breach these Terms and Conditions.
ii) The User’s Usage Contract has been terminated by the Company in the past.
iii) The User is an individual, and is a minor, an adult ward or a person under curatorship or assistance who has not obtained the consent or the like of his/her legal guardian, guardian, curator or assistant, as the case may be.
iv) The Registered Information provided by the User is erroneous, inaccurate or incomplete.
v) The Company considers that the User is a member associated with an Antisocial Force or any other similar person or organization.
vi) The Company reasonably considers that the User interacts with or is involved in an Antisocial Force in any way, such as by supporting or being involved in the maintenance, operation or management of an Antisocial Force by financial or other means.
vii) The Company reasonably considers that the User is otherwise an inappropriate applicant for the Company’s services.
(4) If the User’s registration procedure is incomplete, the Company may send an email(s) to the User in order to assist the User with the smooth completion of the procedure. In such case, the User shall be deemed to have authorized the Company to send an email(s) to the User.
(5) Where the Company grants the User access to the Service, the Company will notify the User thereof. Upon this notification, a contract for use of the Service shall be deemed formed between the User and the Company (the “Usage Contract”).
5. Use of Service by Purchasing Points
(1) The User may use the Service by purchasing, in advance, “points” required to receive the Service (“Points”) and using the number of Points separately set by the Company to use the Service. The charges for Points shall be set by the Company. The Company may revise the charges for Points or the number of Points required to use the Service upon one (1) month’s prior notice on the service site.
(2) The User shall be entitled to purchase Points by the procedure separately prescribed by the Company. In the event of the User’s delay in paying the charges for Points, the User shall pay the Company a late charge at the rate of fourteen point six percent (14.6%) per annum.
(3) In the event of any errors in the Company’s invoice for charges for Points purchased, such errors shall be notified to the Company within seven (7) days after the invoice is received, in which case the Company’s customer service (firstname.lastname@example.org) will take appropriate action.
(4) Points shall have a validity period of one hundred and eighty (180) days after being issued. The User shall only be entitled to use Points within the validity period. Points shall be issued upon completion of the payment for their purchase. Points which will expire earlier will be spent first.
(5) The Company shall be entitled to suspend the User’s use of Points or to cancel the User’s points in any of the following events.
i) The User has obtained the Points in a fraudulent manner or attempts to use the Points knowing that they were obtained in a fraudulent manner.
ii) The Points have been forged or altered.
iii) The User has breached these Terms and Conditions.
iv) The Company otherwise reasonably considers that there is good cause requiring suspension of the User’s use of Points.
(6) Unless required by law, the Company shall not for any reason convert any Points into cash or make any refund for Points. Unless otherwise specified herein, Points may not be assigned or otherwise disposed of or pledged or otherwise charged.
5-2. Use of Service by Unlimited Rendering Plan
(1) Other than the use of the Service by way of purchasing points pursuant to Article 5, the User may use the Service by the Unlimited Rendering Plan separately set by the Company and within the scope of the plan chosen by the User.
(2) The User shall pay the monthly fee for the Unlimited Rendering Plan by the procedure separately prescribed by the Company (the monthly fee shall be charged for one (1) month’s use, even if the use is for less than one (1) month.). The Company may amend the monthly fee upon one (1) month’s prior notice on the service site. In the case the User does not terminate the Usage Contract after such notice and before the amendment to the monthly fee, the User shall be deemed to have agreed to the amendment to the monthly fee. In the event of the User’s delay in paying the monthly fee, the User shall pay the Company a late charge at the rate of fourteen point six percent (14.6%) per annum.
(3) In the event of any errors in the Company’s invoice for the monthly fee, such errors shall be notified to the Company within seven (7) days after the invoice is received, in which case the Company’s customer service (email@example.com) will take appropriate action.
(4) Unless required by laws, the Company shall not refund the paid monthly fee in the case of the termination during the term or for any other reasons. In the case where the User terminates the Unlimited Rendering Plan in the middle of the term, such Plan shall no longer be available at the time of cancellation.
(5) The User acknowledges and agrees that the rendering time available within 168 hours from the time of use of the Service is forty-two (42) hours, and that if the rendering time within 168 hours from the time of use of the Service exceeds forty-two (42) hours, the usage speed of the Service would be restricted.
6. Free Trials and Special Coupons
In order to improve User satisfaction, the Company may provide free trials, special coupons, etc. These special treatments may be terminated or suspended at the Company’s discretion. A free trial will be provided to new Users by granting them points that allow them to try Services free of charge. The number of points to be granted shall be determined at the Company’s discretion. How these points will be handled shall be separately determined by the Company.
7. Management of Account Information
(1) The User shall be responsible for managing and keeping the ID and password for the User’s user account for the Service (including any IDs and passwords issued to the User’s officers and employees, persons to whom services are contracted out by the User, or other persons who are permitted by the User to use the Service; collectively, “Account Information”) and shall not cause or permit any third parties to use the User’s Account Information or lease, assign, transfer, sell, purchase or otherwise make the same available to any third parties.
(2) The User shall be liable for any damage caused by the User’s poor management or erroneous use of, or any third-party use of, Account Information. The Company assumes no liability for such damage.
(3) If the User finds that its Account Information has been stolen or has been used by a third party, the User shall immediately notify the Company thereof and shall follow the instructions from the Company.
(4) All computers, software, and other equipment, communications lines and other components of the communication environment, and other things necessary to receive the Service shall be prepared and maintained at the expense and responsibility of the User.
(5) If, when starting to use or during use of the Service, the User installs any software or the like on the User’s computer or the like in connection with the Service or downloads any data in connection with the Service, the User shall exercise adequate care to prevent information in the possession of the User from being lost or altered or equipment in the possession of the User from breaking down or damaged or having other problems. The Company shall assume no liability for any such damage incurred by the User.
8. Suspension etc. of the Service
In any of the following events, the Company may suspend or interrupt all or part of the use of the Service without prior notice to Users. The Company assumes no liability for any damage incurred by any Users due to any measures taken by the Company under this Article.
i) The Company conducts regular or urgent inspection or maintenance work for a system or regular or urgent upgrade work for the Service.
ii) Any computers, communications lines or the like stop due to an accident.
iii) It becomes impossible to operate the Service due to a fire, power failure or any other force majeure.
iv) Any External Service has a problem or is interrupted or suspended or suspends its linkage with the Service or undergoes changes in specifications or experiences any similar event.
v) The Company otherwise reasonably considers that such suspension or interruption is necessary.
9. Termination of Usage Contract
(1) In any of the following events, the Company may temporarily suspend the User’s use of the Service and terminate the Usage Contract without prior notice or demand. In such case, the Company may discard the User’s Registered Information and Usage Data.
i) The User breaches any provision of these Terms and Conditions.
ii) The Registered Information is found to contain false information.
iii) The User used or attempted to use the Service for such purpose or in such manner as may cause damage to the Company, other Users, any External Business or other third parties.
iv) The User is no longer eligible to receive the service of an External Business from it or to link such service with the Service due to the User’s breach of the applicable External Terms of Service or for any other reason.
v) The User interferes with the operation of the Service by any means.
vi) The User admits its inability to pay its debts as they fall due or becomes insolvent; or a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation or commencement of proceedings similar to any of the above is filed by or against the User.
vii) Any bill, draft, note or check drawn or accepted by the User is dishonored; or the User becomes subject to suspension of transactions by a clearinghouse or any other action similar thereto.
viii) A petition for attachment, provisional attachment, provisional disposition, compulsory execution or auction is filed by or against the User.
ix) The User becomes subject to coercive collection of unpaid taxes and public charges.
x) The User is an individual and dies or is adjudicated for commencement of guardianship, curatorship or assistance.
xi) The User winds up or enters into liquidation or transfers all (or substantially all) of its business to a third party.
xii) Any of the items of paragraph (3) of Article 4 applies to the User.
xiii) the Company otherwise reasonably considers that it is not appropriate for the User to continue to use the Service as a User.
(2) In any of the events set forth in the items of the preceding paragraph, all of the obligations owed by the User to the Company shall automatically become immediately due and payable and shall be paid immediately by the User to the Company.
(3) The User may, by giving notice to the Company, suspend the User’s account and terminate the Usage Contract prospectively.
(4) Notwithstanding the termination of the Usage Contract, the points (if any) owned by the User shall not be returned regardless of the reason for the termination.
(5) The Company assumes no liability for any damage incurred by the User as a result of any act engaged in by the Company in accordance with this Article.
(6) Upon termination of the Usage Contract under this Article, the User shall, pursuant to the Company’s instructions, return, discard or otherwise dispose of the software, manuals, and other things (not including the Rendered Files) provided by the Company in connection with the Service.
10. Elimination of Antisocial Forces
(1) If the User or the Company (the “Relevant Party”; hereinafter the User and the Company are referred to individually as a “Party” and collectively as the “Parties” in this Article) or the person who acted as the Relevant Party’s agent in the execution of, or who mediated, the Usage Contract is found to be an Antisocial Force, the other Party may terminate the Usage Contract prospectively with immediate effect upon written notice to the Relevant Party without a formal demand.
(2) If the Relevant Party commits any of the following acts whether directly or through the use of a third party, the other Party may terminate the Usage Contract prospectively with immediate effect upon written notice to the Relevant Party without a formal demand.
i) Violent demands.
ii) Unreasonable demands that go beyond the limits of legal liability.
iii) Threatening behavior or use of violence with regard to any transaction.
iv) Any act that damages the other Party’s reputation or interferes with the other Party’s business by the spreading of rumors or by fraud or forcible interference.
v) Any other act similar to any of the above.
(3) If (i) any party to a contract executed by the Relevant Party in connection with the Usage Contract (the “Related Contract”) or (ii) the person who acted as agent of any party to the Related Contract or who mediated the Related Contract is found to be an Antisocial Force, the other Party may request the Relevant Party to terminate the Related Contract and/or take other necessary measures. If the Relevant Party rejects the request without good reason, the requesting Party may terminate the Usage Contract prospectively with immediate effect upon written notice to the Relevant Party without a formal demand.
(4) If the Relevant Party or any party to the Relevant Party’s Related Contract receives unreasonable demands from, or experiences hindrance to its business or faces any other unreasonable interference by, an Antisocial Force (collectively, “Unreasonable Interference”) in connection with the Usage Contract, the Relevant Party shall reject, or have the relevant party to the Related Contract reject, the Unreasonable Interference and shall, promptly upon facing the Unreasonable Interference, inform the other Party of the fact of the Unreasonable Interference and provide cooperation necessary for such other Party’s notification and reporting to investigative organizations. If the Relevant Party breaches the provisions of this paragraph, the other Party may terminate the Usage Contract prospectively with immediate effect upon written notice to the Relevant Party without a formal demand.
(5) Other than as set forth in the preceding paragraphs, if it is found that any of the Relevant Party’s directors, auditors, employees or other members, shareholders, business partners or consultants or other advisors is an Antisocial Force or that the Relevant Party interacts with or is involved in an Antisocial Force in any way, such as by cooperating or being involved in the maintenance, operation or management of an Antisocial Force through providing funds or otherwise, the other Party may terminate the Usage Contract prospectively with immediate effect upon written notice to the Relevant Party.
(6) The Party which terminates the Usage Contract under this Article shall assume no liability for damages incurred by the other Party as a result of such termination.
11. Ownership of Rights
(1) The Company holds all Intellectual Property Rights to all materials uploaded by the User to use the Service, except the following.
i) The Original File uploaded for the Service.
ii) The Rendered File as deliverables.
(2) In the event of an error during the processing of data in the Service by the Company, the User shall allow the Company to use the Original File and/or the Rendered File on an exceptional basis in order to investigate into the cause and to resolve the problem.
(3) All rights (including title and Intellectual Property Rights) to the System, including anything that is not expressly labeled as the Company’s property, shall vest in the Company or its licensors.
(4) Any person is prohibited from reproducing, obtaining or diverting by illegal means, without permission or license from the Company: (i) any technology or program (including the System) related to the Service; or (ii) any other Intellectual Property Rights vested in the Company. The User shall not for any reason commit any act that may infringe any Intellectual Property Rights of the Company or its licensors (including without limitation disassembling, decompiling or reverse engineering). In the event of any of these acts, the Company will attempt to recover damage by legal means.
12. Prohibited Acts
The User shall not commit any of the following acts in using the Service.
i) The act of causing or permitting a third party(ies) to use, or selling, providing or disclosing to a third party(ies), the Service or any information obtained through the Service, except where expressly permitted under these Terms and Conditions.
ii) Any act that infringes any Intellectual Property Rights or other rights or interests of the Company, other Users or External Businesses or other third parties, including any act that directly or indirectly causes such infringement.
iii) Any act related to a criminal act or violates public order and morals.
iv) Any act that violates any applicable law or regulation or any internal rules of an industry association to which the Company or the User belongs.
v) The act of destroying or interfering or tampering with any information or any part of the System or any data or network of the Company, in each case that may be used in connection with the Service.
vi) The act of transmitting any information that contains a computer virus or any other harmful computer program.
vii) The act of performing analysis or the like of the Service or the System.
viii) The act of transmitting through the Service any data in excess of a certain data capacity set by the Company
ix) Any act that is reasonably considered to be likely to interfere with the Company’s operation of the Service.
x) The act of using the Service by impersonating a third party or causing or permitting a third party(ies) to use the Service without the consent of the Company.
xi) Any other act reasonably considered inappropriate by the Company.
13. Data Retention Period
The Company will only provide the rendering service and has no obligation to retain the Original File or the Rendered File beyond the following periods. The User shall save the Rendered File data for itself promptly after completing the use of the Company’s services. The Company will retain: (i) the Rendered File for a period of seven (7) days after the Rendered File becomes downloadable by the User; and (ii) the Original File for a period of seven (7) days after the Original File is uploaded for the Service. After the lapse of the above applicable periods, the Company may delete the Original File and the Rendered File at the Company’s own discretion and shall assume no liability for any damage incurred by the User as a result of the User’s inability to download or otherwise use the Original File or the Rendered File.
(1) Neither the User nor the Company (hereinafter referred to as the “Receiving Party” in this Article) shall disclose or divulge any information disclosed by the Company or the User, as the case may be (hereinafter referred to as the “Disclosing Party” in this Article) to the Receiving Party in connection with the Usage Contract or the Service (excluding information in the public domain; “Confidential Information”) to any third party, without the prior written consent of the Disclosing Party. The User shall not, without the prior written consent of the Company， use any Confidential Information for any purpose other than using the Service.
(2) The Receiving Party shall use Confidential Information solely for the purpose of using or providing, as the case may be, the Service and shall not provide, disclose or divulge any Confidential Information of the Disclosing Party to any third party without the written consent of the Disclosing Party.
(3) Notwithstanding the provisions of paragraph (2) above, the Receiving Party may disclose Confidential Information if required by any law or by an order, demand or request of any court or governmental authority. However, upon receipt of such order, demand or request, the Receiving Party shall promptly notify the Disclosing Party thereof.
(4) If the Receiving Party intends to reproduce any document or electronic or magnetic recording medium or the like containing Confidential Information, the Receiving Party shall obtain the prior written consent of the Disclosing Party and shall strictly manage the reproductions in accordance with paragraph (2) above.
(5) At any time upon request of the Disclosing Party, the Receiving Party shall, without delay, return or discard all Confidential Information and all documents and other recording media containing or incorporating Confidential Information and all reproductions of such documents and media pursuant to the instructions of the Disclosing Party.
(1) The User acknowledges and agrees that the Service may be provided as a trial version, and that the Service may undergo frequent updates, maintenance or improvements. The Company makes no warranty as to the reliability, timeliness, quality, compatibility, authenticity, availability, accuracy or completeness of the Service or any content. The Service and all content are provided to the User on an “as available” and “as is” basis. With respect to any of the conditions or warranties contained in the Terms and Conditions, whether express or implied, the Company shall owe no liability nor warrant with respect to merchantability, fitness for a particular purpose, or infringement of third-party rights, to the fullest extent permitted by applicable law.
(2) The Company assumes no liability for any damage incurred by the User as a result of any errors in data or other information provided by the User to the Company.
(3) If the User obtains, directly or indirectly from the Company, any information on the Service, the Company’s website, other Users of the Service or any other matter, the Company makes no warranty to the User beyond the provisions contained in these Terms and Conditions.
(4) While the Service may be linked to an External Service(s), the Company does not warrant linkage with any specific External Service, and assumes no liability for any failure of the Service to link with an External Service or for any restrictions on the use of all or part of the Service (including unforeseen operation of the Service) caused by changes to the specifications or the like of an External Service, unless such restrictions on the use are caused by intent or gross negligence on the part of the Company.
(5) Where the Service is linked with an External Service, the User shall comply with the relevant External Terms of Service at the expense and responsibility of the User. The User shall, on its own responsibility, handle and resolve any transaction, communication, dispute, etc. between the User, on the one hand, and the External Business operating the External Service or any other User or any other third party, on the other hand. The Company assumes no liability for any such dispute, etc. unless the same is caused by intent or gross negligence on the part of the Company.
(6) Notwithstanding the provision of any link from the Company’s website to another website or that from another website to the Company’s website, the Company shall assume no liability for any website other than the Company’s website or for any information obtained from that website, unless such website or information is attributable to the Company.
(7) The Company shall assume no liability for any damage incurred by the User due to the limitation of the usage speed pursuant to Article 5-2, paragraph (5).
16. Scope of Indemnification
(1) The Company shall not be liable to indemnify the User for damage incurred by the User in connection with the Service beyond the amount of charge paid by the User to the Company in the relevant transaction during the period of sixty (60) days preceding the point in time when the User incurs such damage. In any event, the Company shall not be liable to pay any incidental, indirect or future damages or any damages associated with lost profits of any kind (including without limitation the use or inability to use any service or any content obtained from or through any service arising outside the Service or in a transaction of the Service), even if the Company has been advised of the possibility of such damages in advance.
(2) The User agrees to provide full indemnification (including attorneys’ fees, legal costs, and other reasonable expenses) to the Company and its affiliate companies for any damage incurred by them directly or indirectly as a result of the User’s breach of relevant terms and conditions, illegal acts or other negligence in the course of the User’s use of the Company’s product(s) and/or service(s).
The Usage Contract shall become effective on the date of formation of the Usage Contract under Article 3 and shall continue in full force and effect for a period of one (1) year. Unless written notice of refusal to renew the Usage Contract is given by the User to the Company at least one (1) month prior to the expiration of the then-current term, the Usage Contract shall be renewed for additional successive periods of one (1) year each upon the same terms and conditions as before.
18. Export Control
The Company provides services based in Japan. All services of the Company and all deliverables thereof are thus subject to the relevant export regulations. The Company makes no judgment with respect to the export control rules on services related to countries other than Japan.
19. Restrictions on Transfer
(1) The User may not, without the prior written consent of the Company, assign, transfer, charge or otherwise dispose of the User’s status under the Usage Contract or any right or obligation of the User under these Terms and Conditions to or in favor of any third party.
(2) If the Company assigns its business related to the Service to a third party (whether by way of business transfer, company split or otherwise), the Company may, and the User acknowledges in advance under this paragraph that the Company may, assign as part of such assignment the Company’s status under the Usage Contract, the Company’s rights and obligations under these Terms and Conditions, and information on the User and other information to the assignee in the assignment.
The provisions of Article 2, paragraph (2), Article 4, paragraph (2), Article 5 (only if there are outstanding accounts), Article 5-2, Article 7, paragraphs (2) through (5), Article 8, Article 9, paragraph (2) and (4) through (6), Article 10, paragraph (6), Articles 11, 13 through 16, and 19 through 21 shall remain in full force and effect notwithstanding the termination of the Usage Contract. However, Article 14 shall continue only for a period of one (1) year after the termination of the Usage Contract.
21. Governing Law and Court of Jurisdiction
The governing language of these Terms and Conditions shall be Japanese. These Terms and Conditions shall be governed by the laws of Japan. It is agreed that the Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute arising from or relating to these Terms and Conditions or the Usage Contract.
The Company may amend these Terms and Conditions. In the event of amendment, the Company will give notice thereof by means of announcement on the Company’s website or via email. The User shall, on its own responsibility, pay sufficient attention to updates so announced, and if the User continues to use Services after an announcement, the User shall be deemed to have accepted the amendments.
Established September 30, 2019
Revised March 2, 2020
Revised September 6, 2021
Revised May 10, 2022
Revised November 21, 2022
Revised April 20, 2023
Revised June 1, 2023