Software Licensing Agreement

Article 1 (Application)

1.1 The purpose of these Terms and Conditions is to set forth the terms and conditions for the provision of the Software and the rights and obligations between the Company and Licensee with respect to the use of the Software and shall apply to all relationships related to Licensee's use of the Software.

1.2 If there is any discrepancy between the terms and conditions of this Agreement and the rules and other descriptions of the Software outside of this Agreement, the provisions of this Agreement shall take precedence unless the Company expressly states otherwise.

Article 2 (Definitions)

When used in this Agreement, the following terms shall have the meanings set forth below.

2.1 The term "Software" means the computer programs (including drivers and other modules) for the desktop and server software applications (the "Program") and the instructional and support documentation (the "Documentation").
Updates and upgrades to the Software provided by the Company to Licensee shall also be included in the Software, unless subject to a different license agreement.

2.2 "Use" means installing, copying, downloading, accessing or otherwise using the Software.

2.3 "Usage" means the use of the Software provided by the Company.

2.4 "Intellectual Property Rights" means patent rights, the right to obtain a patent, utility model rights, the right to obtain a utility model registration, design rights, the right to obtain a design registration, breeder's rights, copyrights (including but not limited to the rights provided in Articles 27 and 28 of the Copyright Act), and other intellectual property rights.

2.5 "Website" means the website operated by the Company whose domain is "ipuerto.co.jp" (if the domain or content of the Company's website is changed for any reason, including the website after such change).

Article 3 (Grant of License)

Company grants to Licensee a non-exclusive, non-transferable license, subject to the terms and conditions of this License Agreement, as follows.

3.1 A "Product License" authorizes one Licensee to use and exploit the Software on a single computer to be used solely by that Licensee.

3.2 A "trial license" is the same as a product license, but the use of the Software is limited to a certain period of time. Upon expiration, the Software may be used as an evaluation version unless the Software license is renewed, and the expiration date is extended.

Article 4 (Prohibited Matters)

4.1 Licensee may not reverse engineer, decompile, disassemble or otherwise attempt to decipher the source code of the Software except as expressly permitted by applicable law. Licensee may not rent, lease, transfer, or otherwise operate or maintain the Software on behalf of any third party. The Software is a single unified product and its component parts may not be separated for use on multiple computers. The Software may have technical protection measures in place to prevent unauthorized copying. Unauthorized copying or circumvention of these technical protection measures is illegal. The Software may not be sold by Licensee or any third party without the Company's prior written permission. Except as expressly granted herein, all rights to the Software are reserved by the Company.

4.2 Free version of software
The free version of the software may not be used for commercial purposes. You may not store it on any media or distribute it from the site without permission.

4.3 Third party software
The Software may contain third party software for which the Company has been duly granted sublicensing rights. In such cases, the third-party software is protected by copyright and other laws.

4.4 The following acts are prohibited in the use and application of this software.

• (1) Acts that violate laws and regulations or public order and morals.
• (2) Actions related to criminal acts.
• (3) Acts that destroy or interfere with the functioning of the Company's servers or network.
• (4) Acts that may interfere with the operation of the Company's services.
• (5) Acts that collect or accumulate personal information about other users.
• (6) Acts that impersonate other users.
• (7) Acts that directly or indirectly provide benefits to antisocial forces in relation to the Company's services.
• (8) Other acts that Company deems inappropriate.

Article 5 (Disclaimer)

The Company's obligation to provide maintenance is conditioned upon Licensee's proper use of the Software and full compliance with this Agreement. Further, the Company shall not be obligated to provide maintenance if such maintenance is required due to any of the following.

5.1 Licensee has used the Software beyond the system conditions under which the Software is provided.

5.2 Licensee or any third party modified or attempts to modify the Software.

5.3 Failure or refusal to make changes to the Software as recommended by the Company.

Article 6 (Terms of Payment)

Except as expressly provided herein, the fees and other moneys paid hereunder shall be irrevocable and non-refundable. Unless otherwise agreed between the parties, Licensee shall pay all fees and other moneys due within 30 days of the date of the invoice.
In the event of a delay in payment, the Licensee shall pay a late payment charge at the rate of 1.5% per month from the due date for the unpaid amount. Licensee shall pay the invoiced amount plus consumption tax.

Article 7 (Handling of User Information)

7.1 The Software may periodically connect to the Company's servers to check for updates and modifications to the Software. The Company warrants that this functionality will not retrieve or upload any user information.

7.2 The Software may collect information about how its products are used in order to improve them. The information collected will not include personally identifiable information unless it is clearly necessary to provide services to Licensee or Licensee has not consented to the collection of such information.

7.3 Licensee consents to the collection and use of information provided by the Company and its partners, including through support services related to the product. The Company agrees not to use the information collected in a way that personally identifies individuals. The collection of information will be operated in accordance with the provisions of the Company's Privacy Policy.

Article 8 (Intellectual Property Rights)

All ownership and titles in and to the Software (including any copies made by Licensee) are and shall remain the property of the Company. All copyrights, trade secrets, patents, trademarks, and other intellectual property rights (including the right to apply for, register, and renew such rights) in and to the Software (including any copies made by Licensee) are and shall remain the property of the Company. Except as expressly stated in this Agreement, Licensee is not granted any intellectual property rights in the Software.

Article 9 (Export Controls)

Licensee acknowledges that the Software is originated in Japan. Licensee agrees to comply with all export laws and other regulations of Japan.

Article 10 (Disclaimer of Warranty and Liability)

10.1 Company makes no warranty that the Software will be fit for Licensee's particular purpose, that the Software will have the expected functionality, commercial value, accuracy, or usefulness, that Licensee's use of the Software will comply with applicable laws, regulations, or internal rules of any industry organization, or that the Software will be free from defects. The Software is provided "as is" and "as available" without warranty of any kind, either expressed or implied.

10.2 The Company shall not be liable for any interruption, suspension, termination, unavailability or modification of the provision of the Software by the Company, or for any failure or damage to equipment, or any other damages suffered by Licensee in connection with the Software ("User Damages").

10.3 Even if the Company is liable for any reason, the Company shall not be liable for user damages beyond the amount of the consideration paid by the Licensee to the Company for the use of the Software, and shall not be liable for incidental, indirect, special, future or lost profits damages.

10.4 The Company shall not be liable for any transaction, communication, or dispute between the Licensee and any other individual or third party in connection with the Software.

Article 11 (Notice)

Any inquiries with respect to the Services or other communications or notices from the User to the Company, or other communications or notices from the Company to the User shall be made in accordance with the procedures specified by the Company.

Article 12 (Modification of these Terms and Conditions, etc.)

The Company may change these Terms and Conditions at any time without prior notice to Licensees, if the Company deems it necessary. The revised Terms of Use shall become effective upon posting of the revised Terms of Use on the Company’s website, and Licensee shall be deemed to have validly and irrevocably consented to the revised Terms of Use by continuing to use the Software after the revision.

Article 13 (Governing Law and Court of Jurisdiction)

This Agreement shall be governed by and construed in accordance with the laws of Japan. If any provision of this Agreement is held to be unenforceable or invalid under law or by a court of law, such unenforceability or invalidity shall not render this Agreement as a whole unenforceable or invalid, and any provision held to be unenforceable or invalid shall be modified and interpreted so as to accomplish the purpose of such provision to the maximum extent consistent with law or the judgment of the court. No amendment of any provision of this Agreement shall be effective unless it is in writing and signed or stamped with the signature or name of an authorized person of the Company. In the event of any matter not provided for in this Agreement or any question or dispute arising out of the provisions of this Agreement, both parties shall consult with each other in good faith and attempt to resolve the matter. In the unlikely event that a lawsuit becomes necessary due to disagreement, the Tokyo District Court having jurisdiction over the location of the Company's head office shall be the court of exclusive jurisdiction of the first instance.