Software License Agreement

　
Interpretation and Definitions.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions.
For the purposes of these Software License Agreement:

• ● Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Software License Agreement) refers to Traffic Sim Co.,Ltd., 1-19-56 Taikou Nakamura-ku, Nagoya-shi, Aichi-ken, Japan.
• ● Software means the software group for systems for video distributors that is provided by the Company.
• ● Excluded Software means the software provided by a third party other than the Company. When the Software includes Excluded Software, the agreement set by the third party shall apply to the use of the Excluded Software.
• ● Original Right Holder means the third party who has the right to respective Excluded Software.
• ● You or User means the individual using the Software, or the company, or other legal entity on behalf of which such individual is using the Software, as applicable.
• ● License Agreement (also referred as “Agreement”) means this agreement that form the entire agreement between You and the Company regarding the use of the Software.
• ● Specified Device means computers such as servers on which the Software is installed.

vInformation means the information specified in each of the following items regarding their use by the Software, Specified Devices, content related to the Software, Excluded Software, or Users.

• A) ID number of the Specified Device that is automatically generated.
• B) Operating status of the Specified Device and its components.
• C) Configuration information of the Specified Device, the Software, contents related to the Software, or Excluded Software.
• D) Usage status or usage frequency information of the Specified Device, the Software, contents related to the Software or Excluded Software. (Including which function the User has activated and related statistical data.)
• E) Location information such as where to use the Software.
• ● Open-Source Software means the software which includes, but is not limited to, the obligation to disclose or distribute the target software and its derivatives in the form of source code, and the obligation to freely license the target software to any third party.

I. General.

The Software is protected by world copyright laws, treaties on the rights of authors and their adjoining rights, and other laws and regulations on intellectual property rights. The Software is licensed by the Company to the User in accordance with the conditions of the Agreement, and the intellectual property rights such as the copyright of the Software shall not be transferred to the User.

II. Right of Use.

We grant You a non-exclusive right to use the Software in accordance with the License Agreement, unless expressly permitted otherwise.

III. Prohibited Matters.

1. You may not copy, transfer, sell, modify, or add, etc., all or part of the Software, except as expressly permitted separately. In addition, the display of trademarks and other intellectual property rights contained in the Software shall not be deleted or the appearance shall not be changed.
2. You shall not allow a third party to use the Software by sublicensing, renting, leasing or other methods unless expressly permitted separately.
3. You shall not use a part of the Software or its components separately from the Software unless expressly permitted separately.
4. You must not use the Software to infringe the copyright rights or legally protected interests of the Company or a third party, or not to perform laws, court decisions, other legally binding dispositions by public institutions, or acts that violate public order and morals.
5. You shall not reverse engineer, disassemble, decompile, or otherwise perform source code analysis work on the Software, or create secondary works of the Software.
6. You shall not remove or avoid any technical safeguards of the Software.
7. When the Software automatically creates some data files for use with the Software in connection with the use of the Software, the data files shall be deemed to be the Software.
8. You shall not perform any act that violates the provisions applicable other than the License Agreement or any other act that the Company deems inappropriate.

IV. Information Collection by the Software.

1. With the start of use of the Software, the Software may collect Information and send it to the Company. The Company shall use or store the Information in accordance with the provisions of this Article and shall not use it for the purpose of identifying the User except when investigating the error or bug of the User himself / herself. However, if separate conditions are presented when using the Software and consent is obtained from the User, the use or storage of the Information shall be subject to such separate conditions.
2. The Company shall be able to store or use the Information for the following purposes (hereinafter referred to as “the Purpose”) in accordance with the provisions of law.
   • A) Management of errors or bugs that occur when using Specified Device functions and Specified Devices.
   • B) Management of features of the Software to provide updated or upgraded versions of the Software.
   • C) Provision of the Software and services by Us or third parties.
   • D) Providing information about products, software, and services by Us or a third party.
   • E) Provision of location-based products, software, and services by Us or a third party.
   • F) Compliance with applicable laws and regulations.
3. The Company shall be able to disclose the Information to a third party in accordance with the conditions set forth below.
   • A) To achieve the Purpose, We will be able to disclose and share the Information to third parties who have or will do business with Us regarding Specified Devices, the Software, contents related to the Software or Excluded Software.
   • B) The Company may retain and use the Information and disclose it to third parties, including police and government agencies, when a request for disclosure is made by a government agency or by law, when we should investigate complaints, allegations from illegal acts, criminal acts, or when we should protect the rights of the Company or third parties.
4. The Information may be transmitted, processed, and stored outside the User’s country of residence. The Information will be processed by the Company or a third party to which the Company outsource such business outside the country of residence of the User. In those countries, the User’s rights to the Information may be restricted if the protection of the User’s data protection and privacy laws is not equivalent to the laws of the User’s country of residence. The Company will take appropriate technical measures to prevent unauthorized access and leakage of the Information and make reasonable efforts to maintain the system. However, the Company does not guarantee that such measures and systems will not cause unauthorized access or information leakage.
5. When the Company collect personally identifiable information such as the User’s personal name, address, telephone number or e-mail address regarding the use of the Agreement or the Software, the Company will clearly indicate these information and purpose to be collected. The consent of the User shall be obtained separately. The Company will use this information in accordance with the terms and conditions presented in obtaining this consent and the Company’s privacy policy (https://www.trafficsim.co.jp/privacypolicy/). When the User uses the software or service of a third party and provides some information to the third party, the User shall confirm the privacy policy presented by the third party.

V.Open-Source Software

The User accept that Excluded Software includes software that is publicly available free of charge in the form of source code, or a derivative thereof, and is subject to provisions different from the provisions of the Agreement. The User agrees to comply with the license terms applicable to the Open-Source Software.

VI. Limitation of Liability.

1. The Company and the Original Right Holders do not guarantee that there are no errors, bugs, or other problems with the Software, the Software operates without interruption, the information provided by the Software is accurate, nor the use of the Software does not cause any damage to the Users or third parties. However, in order to deal with problems such as errors and bugs in the Software, the Company will fix the Software by providing software which rewrite it partially or version upgrades or will notify the Users of inquiries about the errors, bugs, etc. The method of providing the rewriting software and version upgrade or the method of notifying inquiries shall be determined by the Company at its discretion. In addition, the Company and the Original Right Holder do not guarantee that the Software does not infringe the copyrights and other rights of third parties, or the interests protected by law.
2. The Company shall not be liable for any deletion or change of paid / free services or other data that can be used using the Software, unless otherwise explicitly specified. Regardless of the reason, the Company shall not be liable for any termination of the license based on the Agreement, change of the contents of the Software, interruption, or termination of provision the Software.
3. Products, software, or network services other than the Software on which the operation of the Software may depend (not only when provided by a third party, but also when provided by the Company or the Original Right Holder) may be suspended at the discretion of the provider of the product, software, or network service. The Company and the Original Right Holder do not guarantee that these products, software, or network services on which the operation of the Software may depend will operate normally without interruption and will operate normally in the future.
4. When the Software has a function to automatically update the Software when the Specified Device is connected to the server that the Company or a third party designated, if the User is set not to use the automatic update function, or the User is set to ask whether to update and the User refuses to execute the update, in these cases the User agrees in advance that all or part of the functions of the Software may not be available and that the Company shall not be liable for this issue.
5. Notwithstanding the other provisions of the Agreement, if the Company is liable to the Users for damages based on default or tort, unless the Company have intentional or gross negligence, that liability is limited to the User only and limited to normal damage that actually occurred. In addition, the amount of compensation for damages shall be limited to the total amount of money that the User certified to had paid by the User to the Company or a third party designated by the Company for the use of the Software. However, this shall not apply if there is a law prohibiting such restrictions on the range and amount for damages.

VII. Disputes with third parties.

If a dispute arises with a third party due to infringement of copyright rights or legally protected interests or other reasons in connection with the use of the Software by the User, the User himself / herself will pay his / her own expense, and the User shall not cause any inconvenience to the Company.

VIII. Copyright Protection and Automatic Update.

1. When using the Software, the User shall comply with the copyright laws in Japan and abroad, as well as various treaties regarding the rights of the author and the rights adjacent thereto, and other laws and regulations regarding intellectual property rights. In addition, when the Software uses functions that involve duplication, storage, restoration, etc. of copyrighted works, the User agrees to reserve the Company’s right to take all measures when the Company deems it necessary, including keeping track of the frequency of preservation, restoration, etc., monitoring the condition, and refusing to duplicate, preserve and restore, and terminating the license under the Agreement.
2. The User agrees to the following items, when the User connects Specified Device to the server of the Company or the server of a third party designated by the Company.
   • A) The Software may be automatically updated as appropriate for the purpose of improving the security function of the Software, correcting errors, etc.
   • B) With this update of the Software, the functions of the Software may be added, changed, or deleted, and the settings of the Software made by the User may be changed or deleted.
   • C) The Agreement also applies to the updated software.

IX. Changes to the Software, Interruption or Termination of Provision of the Software.

1. The Company may, at its discretion, change all or part of the Software (including paid and free content as part of it) or terminate the provision of the Software. In connection with the change, updating the Software may be a condition for continuing to use the Software.
2. The Company shall be able to suspend the provision of all or part of the Software for a necessary period if any of the following applies.
   • A) If the provision of services of a third party necessary for the provision of the Software is interrupted.
   • B) If it is necessary to suspend the provision of the Software in order to carry out maintenance and inspection of the system necessary for providing the Software, or to deal with its failure or malfunction.
   • C) If the Software cannot be provided due to power outages, natural disasters, labor disputes, epidemics, or other unavoidable forces.
   • D) If the Company determines that it is unavoidable.
3. If the Company changes all or part of the Software, or suspends or terminates the provision of the Software, and if it has a significant impact on the User, unless it is urgent and unavoidable, the Company shall do this after notifying the User in advance by the method specified by the Company.
4. The Company shall not be liable for any damages or other consequences caused to the User due to the change of the Software, interruption or termination of the provision of the Software, except for reasons attributable to the Company.

X. Termination of the License.

1. If the User violates the provisions of the License Agreement, the Company shall immediately terminate the license based on the Agreement and shall be able to claim compensation for damages suffered by the Company from the User.
2. Despite the termination of the license due to the preceding paragraph or other reasons, the preamble of the Agreement, Article I, Articles V to IX, Article XI, Article XII, Article XIV to Article XX and this provisions of the paragraph shall continue to be valid thereafter.

XI. Eliminating Anti-Social Forces.

If the User is found to be an Anti-Social Force (Anti-Social Force shall mean an organized crime group, a corporate racketeer, and any other similar organization. The User represents and warrants that the User is not Anti-Social Force, a member of the Anti-Social Forces, nor doesn’t have any socially criticized relationship with the Anti-Social Forces such as providing funding or other support, or conducting continuous business transactions.), the Company may terminate the license based on the Agreement at any time after the occurrence of such an event without requiring any notice. In this case, the provisions of Paragraph 1 of the preceding Article shall apply mutatis mutandis.

XII. Removal of the Software.

1. If the license based on the Agreement is terminated pursuant to the provisions of Article XI, the User shall delete the Software and its copy (It shall include the cache in the browser being used by the User.) within two weeks from the termination date of the license. If requested by the Company, the User shall send a document proving that fact to the Company.
2. When the User assigns the Software to a third party or destroys the Software, the User shall delete the Software.

XIII. Revision of the License Agreement

1. The Company may change all or part of the Agreement as necessary. At the time of this change, when the change is in the general interests of the User, or the change does not violate the purpose of the Agreement and when it is deemed reasonable in consideration of the necessity of change and the appropriateness of the changed content, the Company shall be able to change the Agreement by notifying in advance the changed Agreement and the effective date (However, if the changes to the Agreement are in the general interests of the User, they may take effect at the time of notification.) by the method specified by the Company.
2. If the change of the Agreement does not meet the requirements of the preceding paragraph, the individual consent of the User shall be obtained again after showing the changed part regarding the application of the Agreement after the change.

XIV. No Assignment.

The User shall not assign the status of the User under the Agreement and the rights and obligations of the User under the Agreement to a third party.

XV. Severability.

Even if a portion of the Agreement is found to be invalid and non-enforceable, the validity of the rest of the Agreement will remain unaffected and will remain enforceable in accordance with this condition.

XVI. Consultation.

If there is any doubt about the Agreement, the Company and the User shall discuss it in good faith and resolve it.

XVII. Third Party Beneficiaries.

The User agrees that the Original Right Holder is the third beneficiary of the Agreement and can directly exercise the related rights under this agreement or use the disclaimer, etc.

XVIII. Governing Law.

1. The establishment, effect, performance and interpretation of the Agreement shall be governed by the laws of Japan.
2. The User shall comply with applicable laws and regulations when using the Software.
3. The export or use of the Software is subject to the laws, restrictions and regulations relating to export control in Japan and other countries / regions. Such laws, restrictions and regulations may restrict the use of the Software or suspend the provision of the Software without notice. By using the Software, the User agrees to comply with all such laws, restrictions, and regulations.

XIX. Entire Agreement.

The Agreement sets forth the entire agreement between the Company and the User regarding the Software and shall supersede and replace any prior agreements regarding the Software.

XX. Jurisdiction.

If any doubts related to the Agreement cannot be resolved between the User and the Company despite the discussion in Article XVII, or if the dispute regarding this agreement cannot be resolved, the parties hereto submit to the exclusive jurisdiction of the Nagoya District Court of Japan in respect to all controversies arising from or in relation to the Agreement.