INSTRUCTIONS(BASIC)

Article 3 Conditions for Grant of License
1. When
the User transfers the Product, it may also
transfer the license to use the Licensed Software
embedded in the Product (including any related
materials, updates and upgrades) on condition that
no original, copies or related materials continue in
the possession of the User, and that the User shall
cause the transferee to comply with this Software
License Agreement.
2. The User shall not carry out reverse engineering,
disassembling, decompiling or any other code
analysis works in connection with the Licensed
Software.
Article 4 Right pertaining to the Licensed
Software
1. Any and all copyrights and other rights pertaining
to the Licensed Software and related documents
shall belong to the Licensor or the original holder
of the
right who granted to the Licensor the license
or sublicense for the Licensed Software
(hereinafter the “Original Rightholder”), and the
User shall not be entitled to any right other than the
license granted hereunder, in respect of the
Licensed Software and any related documents.
2. The User shall, whenever the User uses the
Licensed Software, comply with any laws relating
to the copyright and other intellectual property
rights.
Article 5 Indemnification of Licensor
1. Neither the Licensor nor the Original Rightholder
shall be
liable for any damage incurred by the User
or any third party due to the exercise of the license
granted to the User under this Agreement, unless
otherwise restricted by law.
2. The Licensor will offer no guarantee for the
merchantability, convertibility and consistency with
certain objective of the Licensed Software.
Article 6 Liability to Third Party
If any dispute has arisen with any third party due to
an infringement upon a copyright, patent or any
other intellectual
property right that was caused by
the User’s use of the Licensed Software, the User
shall settle such dispute at the User’s own cost and
hold the Licensor and the Original Rightholder
harmless from any inconvenience it may cause.
Article 7 Confidentiality
The User shall keep the confidentiality of such
portion of the Licensed Software, related
documents thereof or any other information to be
granted under this Agreement, as well as the
conditions of
this Agreement as has not yet entered
the public domain, and shall not disclose or divulge
the same to any third party without approval of the
Licensor.
Article 8 Termination
In case the User falls under any of the events
described in the following items, the Licensor may
immediately terminate
this Agreement or claim that
the User compensates for the damage incurred by
the Licensor due to such event:
(1) when the User violated any provision of this
Agreement; or
(2) when a petition has been filed against the User
for an attachment, provisional attachment,
provisional disposition or any other compulsory
execution.
Article 9 Destruction of the Licensed Software
If this Agreement is terminated pursuant to the
provision of Article 8, the User shall destroy the
Licensed Software, any related documents and
copies thereof
within two (2) weeks from such date
of termination.
Article 10 Export Restriction
1. The User shall understand that the Licensed
Software shall be subject to the export restrictions
adopted by the country of User and any other
countries.
2. The User shall agree that the software will be
subject to any and all applicable international and
domestic laws including the export control
regulation of the country of User and any other
countries, and
any restrictions concerning the end-
users, the use by end-users and importing
countries to be provided by the country of User and
any other countries, and any other governmental
authorities.
3. If the User is an agency of the United States of
America (the “Government”), the User
acknowledge Licensor’s representation that the
Licensed Software is a “Commercial Item” as
defined in Federal Acquisition Regulation (FAR)
part 2.101(g) consisting unpublished “Commercial
Computer Software” as those items are used at
FAR part 12.212 and is only license the User with
the same use right Licensor grants all commercial
end users pursuant to the terms of this Agreement.
Article 11 Miscellaneous
1. In the event any part of this Agreement is
invalidated by operation of law, the residual
provisions shall continue in force.
2. Matters not stipulated in this Agreement or any
ambiguity or question raised in the construction of
this Agreement shall be provided or settled upon
good-faith consultation between the Licensor and
the User.
3. The
Licensor and the User hereby agree that this
Agreement is governed by the laws of Japan, and
any dispute arising from, and relating to the rights
and obligations under, this Agreement shall be
submitted to the exclusive jurisdiction of the Tokyo
District Court for its first instance.
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Software License Agreement
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