Terms of Service

Article 1 (Target Software)

The software subject to licensing under this agreement (hereinafter referred to as "this Software") shall be "OVALDI" and its derivative products. This Software includes updates and upgraded versions provided by the software provider (hereinafter referred to as "Party A") to the software user (hereinafter referred to as "Party B") during the contract period.

Party A grants Party B permission to use this Software during the contract period by installing it on computer terminals managed by Party B for Party B's own use (hereinafter referred to as "this License").
The right to use this Software under this License is non-exclusive and non-transferable.
This Software provided by Party A to Party B with this License is loaned from Party A to Party B, and ownership is retained by Party A.

When using the paid version of this Software, Party B shall pay Party A the usage fee per license based on the fee schedule separately determined by Party A within 10 days after the license period begins. The same applies when the usage period of this Software is renewed.
Party B shall pay the usage fee in the previous paragraph based on the invoice issued by Party A using the payment method designated by Party A. Fees incurred by the payment shall be borne by Party B.

Party A and Party B confirm that copyrights and other intellectual property rights (hereinafter referred to as "copyrights, etc.") related to this Software and accompanying documents belong to Party A. They agree that the copyrights, etc. of this Software will not be transferred from Party A to Party B by concluding this agreement.
Even when Party B pays separate fees and requests customization from Party A, the copyrights, etc. of the customized parts for Party B shall be retained by Party A as in the previous paragraph unless otherwise specified by Party A and Party B. However, Party A shall handle Party B's trade secrets and materials provided by Party B contained in the customized parts strictly and shall not use them for other purposes.

Party B shall not perform the following acts without Party A's prior written consent:

Lending, transferring, leasing, renting, sublicensing, or duplicating the right to use this Software and license keys to third parties.
Modifying this Software, distributing it over a network, performing other acts under copyright law, or performing disassembly, decompilation, or other forms of reverse engineering.

Party A provides this Software to Party B "as is," and Party A shall not bear any defect warranty liability or guarantee liability for this Software.
Party A makes no warranty to Party B regarding this Software, including but not limited to: freedom from errors, malfunctions, errors, or other defects; non-infringement of third-party rights; behavior in accordance with the purpose of use of Party B or third parties; or any other matters not expressly stated in this agreement. Party A shall not be liable for any damages or results arising from Party B's use or inability to use this Software.

Party A warrants that during the contract period, this Software will operate according to the specifications of this Software separately determined by Party A in the environment designated by Party A.
Notwithstanding the provisions of the preceding paragraphs, Party A shall not be liable to Party B for any reason if this Software does not operate according to specifications due to the following reasons:
1. When the defect is caused by a combination of this Software with third-party software or network malfunction
2. When this Software is used in an environment or under conditions different from the operating environment or operating conditions designated by Party A
3. When this Software is modified by a person other than Party A without Party A's consent
4. Other cases not attributable to Party A
The provisions of this article stipulate all of Party A's responsibilities regarding defects, malfunctions, and warranties of this Software, and Party A makes no other warranties and assumes no liability to Party B, including monetary liability, regardless of the reason.

If Party B discovers that a third party is infringing all or part of the copyrights, etc. related to this Software and accompanying documents, Party B shall promptly report the fact of infringement to Party A and assist and cooperate with measures taken by Party A to protect such copyrights, etc.
In the case of the preceding paragraph, Party A has the right to take necessary measures such as injunction claims against the third party to eliminate the infringing acts of the third party.

Party A shall not be liable in any case for indirect damages, derivative damages, lost profits, damages arising from special circumstances (regardless of whether Party A foresaw the occurrence of damage), data loss, and any other monetary liability not expressly stated in this agreement.
Even if Party A is liable to Party B for damages under this agreement, the amount of compensation shall not exceed the usage fee paid by Party B to Party A in any case.

Party A may transfer its position under this agreement, copyrights, etc. of this Software, and the right to license the use of this Software to a third party without Party B's consent when transferring the business under this agreement to others for business transfer or other business reorganization.

The contract period of this agreement shall be the entire period during which Party B uses this Software.
Party B may terminate the agreement at any time by uninstalling this Software.
Party B agrees that Party A will not refund any remaining balance at the time of contract termination.

If any of the following reasons occur to Party B, Party A may terminate this agreement without prior notice to Party B. In this case, Party B shall naturally lose the benefit of time, and this License shall naturally terminate.
1. When there is a breach of this agreement
2. When the usage fee is not paid by the due date
3. When infringing Party A's copyrights or other rights regarding this Software, or disputing the attribution of rights to Party A

Even after the termination of this agreement, the provisions of Article 4 (Rights Attribution), Article 5 (Prohibited Acts), Article 6 (Non-Warranty), Article 9 (Limitation of Liability), Article 14 (Confidentiality), and Article 15 (Agreed Jurisdiction) of this agreement shall survive.

Party A and Party B shall keep confidential all confidential information disclosed by the other party in connection with this agreement and shall not disclose or leak it to third parties without the other party's prior written consent.

The exclusive agreed jurisdiction court for disputes related to this agreement shall be the Tokyo District Court.