Client Platform Access Agreement
Date of Last Revision: April 15, 2024
Please read this Client Platform Access Agreement carefully to acquaint yourself with your rights and obligations for using the Client Platform portions of https://alteraconnect.com.
1. Altera Properties: Description of Platform and Matching Service
Altera Consulting Co., Ltd. (“Altera” or “we”) provides a network (“Network”) of independent contractors who provide consulting services or other professional services (each a “Consultant” and the services they provide, the “Consultant Services”). The “Platform” includes (a) Altera’s web sites located at https://alteraconnect.com and https://alteraconsulting.com (the “Sites” or individually the “Site”), (b) Altera’s technology platform designed to find and connect Consultant to those in need of consulting and other professional services offered by or through Altera Connect (the “Platform”), and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing or via email exchange or call exchange with Altera (collectively, the “Content”). Any new features added to or augmenting the Platform are also subject to this Client Platform Access Agreement (“CPAA”). The “Matching Services” involve using any and all features, functions, and Content of the Platform, as well as interactions via email and call exchanges, that enable clients to identify, review, contact, and otherwise take steps to engage Consultant, as well as Altera’s work in assisting you (“you” or “Client”) in identifying, reviewing, contacting, and taking steps to engage Consultant. The Matching Services do not include any work performed by Consultant. For ease of reference, the Site, Network, Platform, identities or descriptions of Consultant and Consultant Services, the Matching Services, Other Content, Altera’s Proprietary Information, and any other Altera products or services are collectively referred to in this CPAA as “Altera Properties.” “Altera Properties” include all such elements as a whole, as well as individual elements and portions thereof. Nothing in this CPAA obligates: (1) you to engage any particular Consultant for any work, (2) Altera to provide you or any Client with Matching Services, or (3) Altera to identify Consultant for your particular needs.
2. Acceptance of Terms
2.1. Acceptance and Legally Binding Agreement
Altera provides the Altera Properties to you through the Site and the Platform, subject to this CPAA. By accepting this CPAA or by accessing or using any portion of the Altera Properties, you acknowledge that you have read, understood, and agree to be bound by this CPAA. You further acknowledge that this CPAA is a contract between you and Altera, even though it is electronic and is not physically signed by you and Altera, and it governs your use of the Altera Properties. If you are entering into this CPAA on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this CPAA, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS CPAA, OR IF YOU DO NOT AGREE WITH THIS CPAA, YOU MUST NOT ACCEPT THIS CPAA AND YOU MAY NOT ACCESS OR USE THE ALTERA PROPERTIES.
2.2 CPAA Updates
Altera reserves the right, at its sole discretion, to change or modify portions of this CPAA at any time. Altera will post the changes to this CPAA on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the CPAA periodically for changes. Your continued use of any of the Altera Properties after the date any such changes become effective constitutes your acceptance of the new or revised CPAA.
2.3. Registering Your Account
As part of the registration process, you may need to identify a user name and password for your Account (“Account”). You are solely responsible for maintaining the confidentiality of your user name and password and for any authorized or unauthorized use of the same. You also agree to provide Altera truthful, accurate, and complete information in all interactions with Altera via any of the Altera Properties.
3. Restrictions on Your Use of Altera Proprietary Information
3.1. Confidentiality
All business, technical or financial information disclosed by Altera via the Altera Properties, including without limitation, the Site, Platform, or Matching Service, is the “Proprietary Information” of Altera. Proprietary Information also includes, but is not limited to, the rates of each Consultant in the Network. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of Altera, Consultant and Consultant Services as an existing or prospective client of Altera. However, you will not be obligated under this Section 3.1 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that Altera makes generally available to the public on the Site without requiring acceptance of this CPAA or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give Altera advance written notice. When you have completed your use of the Platform or Matching Service, or if you have not used the Platform or Matching Service in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.
3.2. Non-Solicit
During all periods of your access to or use of the Platform or Matching Service and for eighteen (18) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services performed pursuant to a Sourced Consultant Agreement signed by both you and Altera) any Consultant whom you become aware of in connection with your interaction with Altera. You also agree that you will not refer such Consultant directly to parent, sibling, or other affiliated companies.
4. General Conditions/Access and Use
4.1. Authorization to Access and Use Altera Properties
(a) Subject to your compliance with this CPAA and the provisions hereof, you may access or use the Altera Properties solely for the purpose of your evaluation of Altera, Consultant and Altera’s products and services as an existing or prospective Client of Altera. (b) You will not: (i) allow any competitor of Altera to use or access the Altera Properties, (ii) use or access the Altera Properties to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the Altera Properties. You are not permitted to access or use the Altera Properties for public comment unless authorized in writing by Altera. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Altera Properties. You may only link to the Site or Platform, or any portion thereof, as expressly permitted by Altera. You agree not to access the Site, Platform, or Matching Service by any means other than through the interface that is provided by Altera to access the same, except that you may download, display, and print portions of the Content other than any software, but only to the minimum extent necessary and consistent with the purpose of your access and use of the Altera Properties under this CPAA, and provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices.
4.2 Ownership and Restrictions
All rights, title and interest in and to the Altera Properties will remain with and belong exclusively to Altera. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Altera Properties available to any third party, (b) use the Altera Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Altera Properties or their related components, or (c) modify, adapt or hack the Altera Properties to, or try to, gain unauthorized access to the Altera Properties or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Altera Properties, or any other products or services of Altera that are not readily made available to the general public or to you using your own account name and password as instructed by Altera).
4.3. Responsibility for Your Data
You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site, Network, Platform, or Matching Service.
4.4. Consent to Record Calls
Altera may record video and/or phone calls for quality assurance and training purposes. By signing this agreement, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular call by alerting the applicable Altera team member.
4.5. Limiting Access To Your Account
Altera may access your Account in order to respond to your requests for technical support or to verify compliance with your obligations to Altera, comply with law, or to maintain and improve its own systems. Altera may, at its option, provide email or other online account support.
4.6. Reservation of Rights
Altera and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Altera Properties. Altera grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this CPAA.
5. Use of Intellectual Property
5.1. Rights in User Content
By posting your information and other content (“User Content”) on or through the Altera Properties, you grant Altera a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Altera Properties. Altera has the right, but not the obligation, to monitor the Altera Properties and User Content. Altera may remove or disable any User Content at any time for any reason, or for no reason at all.
5.2. Unsecured Transmission of User Content
You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Altera’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Altera Properties. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Altera will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
5.3. Feedback
You may submit ideas, suggestions, or comments (“Feedback”) regarding the Altera Properties or Altera’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and Altera may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Altera considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
6. Your Representations and Warranties
You represent and warrant to Altera that (a) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Altera to use the same as permitted in this Agreement) in connection with the Altera Properties; (b) User Content and other activities in connection with the Altera Properties, and Altera’s exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) you are eighteen (18) years of age or older.
7. Termination
The CPAA applies and remains in effect until you no longer are using or accessing the Altera Properties, provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this CPAA: 2.3, 3, 4.1(b), 4.2, 4.4, 4.5, and 5 – 12.
8. NO WARRANTIES AND DISCLAIMER BY ALTERA
THE ALTERA PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ALTERA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT ALTERA DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE ALTERA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND ALTERA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ALTERA PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ALTERA OR THROUGH THE ALTERA PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CPAA.
9. LIMITED LIABILITY
9.1. Exclusion of Damages and Limitation of Liability
Altera does not charge fees for you to access and use the Altera Properties pursuant to this CPAA. As consideration for your free access and use of the Altera Properties pursuant to this CPAA, you further agree that ALTERA WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS CPAA, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF ALTERA WITH REGARD TO THIS CPAA WILL IN NO EVENT EXCEED JPY 1.
9.2. Jurisdictional Limitations
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ALTERA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Dispute Resolution; Jury Waiver
THIS CPAA IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF JAPAN APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of this CPAA or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of Japan; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 11.
11. Miscellaneous
This CPAA, together with Altera’s Privacy Policy constitute the entire agreement between the parties. In accordance with Section 12, a Sourced Consultant Agreement will take precedence over and will govern over any inconsistent or conflicting terms in this CPAA, with respect to the Matching Services and the other subject matter of the Sourced Consultant Agreement. For clarification your access to and use of the Site, Platform, and Content provided through the Site or Platform is not part of the subject matter of the Sourced Consultant Agreement and the provisions of this CPAA will apply thereto. The failure of Altera to exercise or enforce any right or provision of this CPAA will not be a waiver of that right. No waiver, change, or modification to this CPAA will be effective unless in writing signed by both parties. Any notices to Altera in connection with this agreement will be made by email transmitted to [email protected] provided that you also send a copy of such notice via nationally recognized carrier to Altera Consulting Co., Ltd., 1-8-16-1017 Kaga, Itabashi-ku, Tokyo 173-0003, Japan, Attn: Contract Administration. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by Altera to the email or mailing address associated with your account. You agree that Altera is entitled to seek injunctive and other equitable relief to enforce your obligations in Sections 3, 4.1(b) and 4.2. to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in this CPAA are for convenience only and will not be used in interpreting this CPAA. In the event that any provision of this CPAA will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this CPAA will otherwise remain in full force and effect and enforceable.
12. Applicable Agreements
Altera Consultant perform services pursuant to Consultant Services agreements that Clients and Altera enter into separate from this CPAA (“Sourced Consultant Agreements”). Your access or use of the Altera Properties other than Matching Services always will be governed by the then-current CPAA. Your access and use of Matching Services also will be governed by the then-current CPAA, unless you are accessing and using the Matching Services while you are a party to an active Sourced Consultant Agreement, in which case your access and use of the Matching Services will be governed solely by the Sourced Consultant Agreement in connection with which you are accessing and using the Matching Services.
