Terms of Use the Software

Last updated: July 12, 2024

Article 1 (Purpose)

AdvanceSoft Corporation (the “Licensor”) grants to the customer (the “Licensee”) a non-exclusive, non-transferable right (the “Right of Use”) to use the Licensed Software for a period agreed upon by both Licensor and Licensee.

Article 2 (Definitions)

1. Licensed Software shall mean the software provided by Licensor to Licensee.
2. The Licensed Software includes not only the computer program, but also related documentation provided by the Licensor, any updates to the program and any related documentation updates.
3. “Designated Equipment” means a specific device or equipment configuration that loads and executes the Licensed Software, or, in the case of the Licensed Software being provided under a network license, a machine that manages that license, which is owned by Licensee’s business or is connected to a network and leased exclusively to Licensee.
4. “Use” means loading all or part of the Licensed Software into a designated device, executing the Licensed Software, outputting the results of that execution, or reading related materials for these purposes.

Article 3 (Right to Use, Copy and Modification)

1. Only officers, employees or persons of a similar status belonging to the Licensee’s establishment may use the Licensed Software.
2. The Licensee may not analyze (reverse engineer, decompile, disassemble, etc.), modify (including change, deletion, addition, transformation, bug correction, improvement, etc.), or reproduce the Licensed Software.
3. The Licensee may not transfer, assign, sublicense, rent, lease or take any other action equivalent to the Licensed Software to a third party.
4. The Licensee may not copy, change, delete, add to, or otherwise modify the Licensed Software (including modifications such as correcting defects, adding functions, and improving the Software; hereinafter referred to as “Modifications”).
5. The Licensee may not use the Licensed Software, whether for a fee or free of charge, for any purpose, such as analysis or time-sharing services, commissioned by a third party other than the Licensee’s group companies.

Article 4 (Protection of the Software)

Licensee shall manage the Software and its reproductions with the care of a good manager, and ensure its officers, employees, or the person required to handle the Software and its reproductions, and Users to comply with the same obligation of Licensee hereunder with related to the use, reproduction, protection and management of the Software.

Article 5 (Disclaimers)

Licensor shall not be responsible under this Agreement for the following items:

1. any defects due to Modifications of the Software.
2. any defects arising in connection with the other software connected to the Software.
3. any defects arising in connection with the system environment or hardware inconsistent with the system environment requirement as designated by Licens or.
4. Malfunctions caused by reasons attributable to the Licensee.
5. Malfunctions caused by reasons beyond the control of the Licensor, such as natural disasters.

Article 6 (Limitation of Liability)

The Licensor shall not be liable for any lost profits, special damages, indirect damages, or other similar damages arising from the Licensee’s use of the Licensed Software.

Article 7 (Intellectual Property Rights)

The Software is the property of Licensor and ownership and any and all intellectual property rights shall ascribe to the Licensor.

Article 8 (Term)

Term of this Agreement shall be a period separately determined between the Licensee and the Licensor.

Article 9 (Measures upon Termination of this Agreement)

Upon expiration or cancellation of this Agreement, Licensee shall immediately delete the Program from the hardware, and destroy the Software and reproductions along with related Confidential Information. Licensee shall issue the certificate of destruction upon request from Licensor.

Article 10 (Confidentiality)

1. Licensee and Licensor shall not disclose or leak the information which is useful and designated as confidential by the Disclosing Party, trade secret, contents of Software and Support Service of Licensor (“Confidential Information”) to a third party and shall not use for other purpose hereof. Provided, the following shall be excluded from the Confidential Information:
   1. Information already public as of disclosure or information becomes public without breach by Receiving party.
   2. Information already possessed without confidential obligation upon disclosure.
   3. Information lawfully obtained from a third party without confidential obligation; or
   4. Information independently obtained, created, or developed without using Confidential Information of Receiving Party.
2. This Article shall survive after the termination of this Agreement as long as the discloser Confidential Information shall remain useful for the business of Disclosing Party and being controlled as confidential by the Disclosing Party.

Article 11 (Miscellaneous)

1. Licensor shall not be liable for any damages incurred by the Licensee as a result of any delay or failure to perform as required by this Agreement due to the following events:
   1. Acts of God.
   2. Riot, war or similar events. 
   3. Enactment, amendment, abolishment of the law or.
   4. Other reasonable cause.
2. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action.
3. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
4. This Agreement contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.
5. The parties shall mutually consult with a good faith to resolve any matters not stipulated herein or any doubts regarding the interpretation of this Agreement.
6. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of Japan, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any dispute arising in connection with this Agreement, the parties shall submit to the exclusive jurisdiction of the Tokyo District Court for the first instance.

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