Notice to customers who intend to use any software (the “Software”), documents and other materials of Codeer, Ltd. (“Codeer”) available through this website

This Codeer Software License Agreement (this “Agreement”) constitutes a legal agreement between you and Codeer. By downloading the Software, documents and other materials, you are considered to have read all conditions provided below, understood all licensing conditions and given your consent to be bound thereby.

In addition, only when you use the Software for testing purposes, Codeer grants you a trial license without charge. Some of the conditions provided below are not applicable for the trial license.

If you execute this Agreement on behalf of a company or other type of organization, you shall represent that you are an employee or representative of such company (or other type of organization) and you have the authority to execute this Agreement on behalf of such company (or other type of organization).

The Software is protected by laws and treaties concerning copyright, as well as other laws and treaties concerning intellectual property. Codeer grants you a license to use the Software, and is not selling the Software to you.

It may be the case that third-party programs for which Codeer does not hold the copyright are necessary to use the Software. This Agreement does not apply to the use of such programs. With respect to the terms of use of each of such programs, please check the license file of each program before you use the Software. If you cannot agree to these terms of use, you cannot use the Software.

Codeer Software License Agreement

Article 1. Grant of License

Subject to your compliance with the provisions of this Agreement, Codeer grants you a non-exclusive and non-transferable license to engage in the acts provided in the following items during the term of this Agreement, which is sublicensable only under the terms provided in Article 2 (Sublicense):

• (1) installing the Software on a computer you use within the scope of the restrictions separately agreed upon between Codeer and you;
• (2) incorporating the Software into your original application developed by you within the scope of the restrictions separately agreed upon between Codeer and you;
• (3) using the Software for internal use within your organization within the scope of the restrictions separately agreed upon between Codeer and you, including use of an application that incorporates the Software in accordance with the preceding item (2) (the “Application”); and
• (4) granting a sublicense to your own end users (the “Authorized End Users”) subject to the conditions provided in Article 2 (Sublicense).

Article 2. Sublicense

1. Subject to the conditions provided in the following items, Codeer grants you a limited and non-transferrable, non-exclusive license during the term of this Agreement to grant sublicenses to use the Software (“Sublicense”) only to the Authorized End Users:

• (1) you impose on the Authorized End Users the obligations provided in Article 2.2 through a license agreement or terms of use between you and the Authorized End Users concerning the use of the Application; and
• (2) you pay, or cause the Authorized End Users to pay, to Codeer consideration for the use of the Software that is the subject of the Sublicense within the scope of the restrictions separately agreed upon between Codeer and you.

2. In the license agreement or terms of use for the Application entered into with the Authorized End Users, upon granting the Sublicense of the Software, you must impose on the Authorized End Users the obligations to refrain from the acts provided in the following items, and if any Authorized End User breaches any of such obligations, you must prohibit the use of the Software by such Authorized End User:

• (1) any attempt to reverse engineer, decompile, or disassemble the Software from the Application;
• (2) any circumvention of any user restriction or use restriction that is set;
• (3) any sale, lease, lending, transfer, distribution or licensing in any manner with respect to the Software subject to the Sublicense; or
• (4) any infringement of other persons’ intellectual property rights or any other right, or use of the Software in any manner or for any purpose that violates any applicable law or regulation.

3. You are prohibited from distributing or granting Sublicenses to the Software to a third party as a product other than by incorporating the Software into an application.
4. In order to protect Codeer’s copyright and other intellectual property rights concerning the Software, with respect to product information for the Application for the purpose of distributing, selling or licensing to the Authorized End Users, you shall clearly indicate, in a place visible to the Authorized End Users, that Codeer owns the copyright to the Software.

Article 3. Grant of Trial License

1. Only when you use the Software for testing purposes, Codeer grants you a non-exclusive, non-transferable and non-sublicensable trial license without charge and for an indefinite term. In such case, you may use the Software only for the purpose of testing the Software by installing the Software on a computer you use, but not for any other purpose.
2. Article 1 (Grant of License), Article 2 (Sublicense), Article 5 (Consideration and Payment) and Article 13 (Term of this Agreement) of this Agreement shall not apply to the trial license.

Article 4. Prohibited Acts

You must not engage in any of the acts provided in the following items with respect to the Software. You must not cause a third party to engage in the same, either.

• (1) any alteration, translation, reverse engineering, decompilation, or disassembly or creation of derivatives;
• (2) any circumvention of any user restriction or use restriction that is set;
• (3) except for cases provided in Article 1.4, any sale, lease, lending, transfer, distribution, or licensing of any right to use in any manner, without the prior written consent of Codeer;
• (4) use for any purpose other than internal use within your organization, or, except for the cases provided in Article 1.4, use for the interest of a third party such as sharing arrangement with, or providing service to, a third party; or
• (5) infringement of other persons’ intellectual property rights or any other right, or use in any way or for any purpose that violates any applicable laws or regulations.

Article 5. Consideration and Payment

As the consideration for the license of the Software, you shall pay the consideration calculated based on the number of computers on which the Software is installed, the period of use of the Software, and other terms and conditions. The applicable consideration shall be determined in accordance with the invoice issued by Codeer.

Article 6. Upgrades

Codeer may develop or provide upgrades to the Software from time to time in its discretion. You agree that Codeer is not obligated to provide updates. You shall endeavor to download and install any update within the reasonable period recommended by Codeer.

Article 7. Feedback and Use Thereof

When you provide any feedback to Codeer regarding the Software or any other materials, including any accompanying documents, you shall transfer all right and title to any such feedback provided to Codeer, and all such feedback is considered to be the intellectual property of Codeer. Codeer may use or incorporate into the Software any feedback and any other proposal, idea, improvement request, advice or other information provided by you with respect to the Software (i.e., you shall not own the intellectual property rights thereto).

Article 8. Confidentiality Obligation

1. You acknowledge that any concept, technology, idea, algorithm, method, construction and design elements realized as and expressed by any computer program or module contained in the Software, as well as the construction, order and composition of such program or module that are the exclusive property of Codeer constitute Codeer’s secret information.
2. The “Confidential Information” in this Agreement shall mean the information described in the following items:

• (1) secret information in Article 8.1;
• (2) any information disclosed by Codeer to you in writing indicated as “confidential” or any other similar language, or any information disclosed to you by Codeer with such indication in any other visible method; and
• (3) information provided orally that is clearly of a confidential nature or designated as the Confidential Information at the point of disclosure.

3. Notwithstanding the definition of the Confidential Information in Article 8.2, any information that is demonstrated by you to fall under any of the following items shall not constitute the Confidential Information:

• (1) information that was already known to you before receiving it;
• (2) information that was already in the public domain when you received it;
• (3) information that enters into the public domain without you breaching your confidentiality obligation hereunder;
• (4) information that you duly received from a third party without owing any duty of secrecy from such third party; or
• (5) information that is independently developed by you without relying on the Confidential Information.

4. You shall hold the Confidential Information of Codeer with the due care of a good manager.
5. You must use the Confidential Information of Codeer solely for use of the Software, and must not use the Confidential Information for any other purpose.
6. You may disclose the Confidential Information of Codeer to your officers or employees who have a need to know the Confidential Information to perform your obligations hereunder by imposing confidentiality obligations on them that are at least as strict as those of this Agreement, but you may not disclose the Confidential Information to any third party other than such officers or employees.

Article 9. Limitation of Warranty

1. Codeer shall provide the Software and accompanying materials thereof on an “as-is” basis.
2. Codeer does not warrant that the functions included in the Software will meet your requirements, that the Software will operate normally, or that defects in the Software (including so-called bugs, structural problems, etc.), if any, will be corrected.
3. Codeer may modify, or discontinue the provision of, any function of the Software or any service or the like associated with the Software products, without your prior approval.
4. Codeer does not warrant that the Software can always be used in the same environment and the same manner as at the time of the execution of this Agreement.
5. Any information or advice provided by Codeer orally, in writing or in any other manner shall not create any new warranty, or otherwise expand the scope of the warranties set forth in Articles 9.1 to 9.4 in any manner.

Article 10. Indemnification

You agree to indemnify, defend, and hold harmless Codeer and its directors, employees, clients and business partners from and against any claims, losses, liabilities, damages, and costs (including, but not limited to, reasonable attorney’s fees) incurred thereby through the installation or use of the Software or the use of any service associated with any Software products.

Article 11. Limitation of Liability

1. You acknowledge and agree that any and all direct and indirect damages (such as loss of data, server outage, stoppage of operations and claims from third parties) and risks arising from the installation or use of the Software, or the use of any service associated with the Software products, shall be solely borne by you.
2. In no circumstances, whether based on tort, contract, or any other legal grounds, shall Codeer, the suppliers and resellers of the Software, and the providers of the respective information content, bear any liability to you or other third parties for any and all direct, indirect, special, incidental or consequential losses or damages, including loss of enterprise value or business opportunities, suspension of business operations, damages due to computer failure, and any other commercial damage, loss or the like.
3. Codeer shall not bear any liability for any claim made by any third party.

Article 12. Copyright, etc.

1. The title, copyright and any other intellectual property rights to the Software (including, but not limited to, the programs thereof, and the images, photographs, animations, sound, music and text incorporated therein), as well as papers, drawings, documents and the like relating to the Software (the “Intellectual Property Right(s)”) shall belong to Codeer and the suppliers of such content.
2. The Intellectual Property Rights are protected by copyright laws, as well as other laws and treaties concerning intellectual property rights. Therefore, you must treat them in the same manner as other copyrighted works.
3. The Intellectual Property Rights pertaining to the respective content accessible through the Software are the properties of the relevant owners of such content and are protected by applicable copyright laws, as well as other laws and treaties concerning intellectual property rights. This Agreement shall not grant you any right to use such content.
4. Any third party’s program which is necessary to use the Software is provided based on the license for such program, and is subject to the disclaimers and limitations of liability stipulated in such license.

Article 13. Term of this Agreement

The term of the license granted under this Agreement shall become effective as of the effective date of this Agreement, and shall remain effective until the date on which this Agreement ceases to be effective.

Article 14. Cancellation

1. If you fall under any of the events provided in the following items, Codeer may immediately cancel this Agreement through providing notice thereof:

• (1) if a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation proceedings is filed by or against you, or there is any uncertainty concerning your credit, such as discontinuation of your business;
• (2) if you delay in the payment of the consideration stipulated in Article 5, or any other cost required to be paid;
• (3) if you breach any provision of Article 4 (Prohibited Acts) or 8 (Confidentiality Obligation); or
• (4) if you breach item (2) or (3) above or any other provision in this Agreement, and fail to correct such breach within fourteen (14) days from a demand for such correction by Codeer.

2. Codeer shall not bear any liability for any damage or the like suffered by you and third parties as a result of the inability to use the Software, in whole or in part, due to the cancellation of this Agreement.
3. You shall not be granted any refund or other credit as a result of the cancellation of this Agreement. In the case of cancellation of this Agreement or the license granted hereunder, you shall not be relieved from any of your obligations to pay the license fee or any other fees payable by you to Codeer.

Article 15. Procedures after Termination of this Agreement

1. Upon the termination of this Agreement, the license granted to you under this Agreement shall automatically terminate. Upon the termination of the license, all rights granted to you under such license shall immediately cease to exist.
2. In addition to this article, the provisions of Articles 5 (Consideration and Payment), 8 (Confidentiality Obligation), 9 (Limitation of Warranty), 10 (Indemnification), 11 (Limitation of Liability), 12 (Copyright, etc.), 20 (Export Control), 22 (Governing Law) and 23 (Resolution of Disputes) shall survive the termination of this Agreement.

Article 16. No Waiver

Any failure of, or delay in, the exercise by Codeer of any of its rights or remedies shall not constitute a waiver thereof or any other right or remedy.

Article 17. Force Majeure

Neither Codeer nor you shall bear liability for non-performance of any obligation under this Agreement due to any Act of God, terrorism, war, riot, embargo, strike, or any other event that is not attributable to Codeer or you.

Article 18. Notice

Notices given by Codeer to you in connection with this Agreement shall be made in writing and addressed to your address reported under this Agreement. If any written consent, notification or other conveyance of intention is required under this Agreement, such consent, notification or other conveyance of intention may also be given or made by the transmission of an email. If you fail to notify Codeer of any change of your mailing or email address, any notice addressed to the previous mailing or email address shall be deemed to have been duly received at the time of its dispatch or transmission.

Article 19. No Assignment

You may not assign or transfer to any third party, this Agreement or any right or obligation hereunder without the prior written consent of Codeer.

Article 20. Export Control

You shall comply with applicable export and re-export laws, regulations and obligations of relevant countries, the United Nations and other international organizations. You shall not in any manner export or re-export any software subject to such laws, regulations and obligations to any place or end users, or for any purpose of use, without obtaining the required export permit or license.

Article 21. Amendment of this Agreement

1. Codeer may amend or partially revoke this Agreement. In such case, this Agreement shall be applied as amended or partially revoked, as applicable. If such amendment or partial revocation of this Agreement is contrary to your general interest, such amendment or partial revocation shall be notified to you by the method prescribed by Codeer no later than one (1) month prior to the date of the relevant amendment or partial revocation, as applicable. If you use the Software on or after the date of amendment or partial revocation of this Agreement, the terms and conditions of this Agreement, as amended or partially revoked, as applicable, shall apply to you.
2. If the amendment or partial revocation of this Agreement includes any amendment or partial revocation relating to updating of the Software, Codeer may stipulate in the relevant supplementary rules or the like to the effect that such amendment or partial revocation relating to updating of the Software shall apply on and after the date of installation of the relevant updates.

Article 22. Governing Law

This Agreement shall be governed by the laws of Japan, excluding application of the principle of conflict of laws.

Article 23. Resolution of Disputes

The Osaka District Court shall exclusively serve as the court of first instance with respect to any dispute that may arise between the parties in connection with this Agreement or the Software. Notwithstanding the foregoing, if your address or principal office is located outside Japan, Codeer shall also have the right to initiate legal proceedings before the court of the place where your address or principal office is located and you shall also agree to submit to the jurisdiction of such court.

Article 24. Miscellaneous Provisions

1. All headings in this Agreement shall be for reference purposes only, and shall not affect the intent or interpretation of this Agreement.
2. If the effectiveness of any provision of this Agreement or any part thereof is limited under any law or regulation, such term shall be effective to the extent permitted under such law or regulation. In addition, if any term of this Agreement is determined invalid under any law or regulation, the other provisions shall remain effective.