BizMobile License Terms

Article 1 (Definitions)

1. The terms in this Agreement are defined below. - "Separate Agreement” refers to the agreement to be entered into between Business Partners and the E/U according to this Agreement and other given conditions, with the goal of defining the usage conditions for this Service, its period, the number of Target Devices, usage fees and their calculation methods, as well as other given items.
- “Service Use Standards” refers to conditions the E/U must meet and standards the E/U must follow, as defined by BizMobile and its Business Partners.
- “Target Device” refers to a computer (desktop terminal or server, etc.), portable information terminal, or other telecommunications device the E/U (or an agent of the E/U) owns or has administrative rights to.
- “Business Partner” refers to entities which BizMobile has granted permission to provide this Service via entering into the given contract with BizMobile, entities who have been selected to carry out part of businesses related to this Service by a Business Partner, and those who have (again) received permission to do so.
- “Services” refers to BizMobile services which Business Partners or sub-Partners provide to the E/U.
- “Software” refers to the following software for which use has been granted to the E/U in using the Service by BizMobile according to this Agreement.
a) Software that runs on computers managed by BizMobile (including those designated by BizMobile, applicable below) for which use has been granted to the E/U according to this Agreement.
b) Software provided by BizMobile for which use has been granted to run on a computer managed by a Business Partner, sub-Partner, or the E/U, according to this Agreement.
c) Software provided by BizMobile for which permission has been granted to install on the Target Device.
d) Other software provided by BizMobile for the Service not covered in a) through c).
- “Manuals, etc.” refers to materials such as manuals provided to the E/U by BizMobile or its Business Partners along with the Service or the Software.
- “BizMobile” refers to BizMobile Inc. (head office: Chuo-ku, Tokyo).
- “E/U” refers to those who have entered into an Seperate Agreement with a Business Partner.
- “Employee of E/U” refers those whom the E/U provides work to via an employment contract, outsourcing agreement, or a labor agreement via dispatch and are given appropriate rights to use the Service from us or the E/U.

Article 2 (Usage License)

1. BizMobile grants the E/U rights related to the use of the Software as defined in the following paragraphs in order to use the Service, in accordance with the conditions defined in this Agreement and the Seperate Agreement.
- Installing the Software on the Target Device and using it
- Using the Target Device to use the Software managed by BizMobile or its Business Partners over a telecommunication line
- The Employee of E/U consenting to acts mentioned in the previous two paragraphs
- Using Manuals, etc.
- Performing acts consented to in an Seperate Agreement not mentioned in the previous four paragraphs.
2. The E/U may use the Service as long as the conditions defined in this Agreement and in the Seperate Agreement are adhered to.
3. Regardless of the contract between the E/U and Business Partner, when the Seperate Agreement has been entered into, BizMobile may consider the E/U to have agreed without reservation to the rules of this Agreement. Therefore, the E/U shall assume the responsibilities BizMobile has defined in this agreement.
4. The rights granted to E/U by this Agreement and the Seperate Agreement are non-exclusive and non-transferable, excluding those defined in this Agreement.

Article 3 (Scope of Permission)

1. E/U shall meet Service Use Standards in using this Service.
2. If E/U does not meet Service Use Standards, the Business Partner may immediately cancel the Seperate Agreement without bearing any responsibility for compensation.
3. The licensing period shall be that of the Seperate Agreement.
4. The object of the licensing shall be limited to the Target Device.
5. When using the Service outside of Japan it is the responsibility of the E/U to obtain the necessary permission of the government of Japan or the foreign country.
6. When using the Software outside of Japan (including use outside Japan of a Target Device that the Software has been installed on) it is the responsibility of the E/U to obtain the necessary permission of the government of Japan or the foreign country.

Article 4 (Compensation of Consent)

E/U shall pay usage charges for the Service to a Business Partner as specified in the Seperate Agreement.

Article 5 (Intellectual Property Rights)

1. Patent rights, copyright, trademarks, and all other rights related to the Software (including rights to derivative works of the Software.) belong to BizMobile or the designated representatives of BizMobile.
2. E/U is not granted any rights of or related to the Software other than those defined in this Agreement, nor receives any other rights.

Article 6 (Prohibited Items)

1. E/U shall not perform any of the actions defined below.
- Reproducing the Software, performing analysis such as reverse-engineering, decompilation or reverse assembling, changing the contents, or creating derivative works.
- Using the Software for criminal purposes, to violate public order and morals, or to violate the rights of another individual.
- Violating the rights of BizMobile or other original rights holders related to the Software.
- In addition to actions defined above, prohibited actions as defined in the Service Use standards.

Article 7 (Export Regulations)

E/U shall not be able to export this Software.

Article 8 (Disclaimers)

1. The Service is offered as is, and use of the Service is the responsibility of the User.
2. Business Partners may provide a separate SLA to the E/U. Such SLAs are for quality purposes related to providing the Service, and BizMobile is not to be held legally responsible in any way.
3. BizMobile and its Business Partners do not guarantee that the Software will meet the specific needs of the E/U, is free of bugs etc., or will work properly without affecting the E/U’s devices etc.
4. BizMobile and its Business Partners do not guarantee that the use of the Software will not violate the intellectual property rights or other rights of third parties.
5. From the standpoint of security such as the Software, its security, or its availability, BizMobile or its Business Partners may add, delete, or restrict the functions, specifications, or contents of the Software without notice.
6. E/U agrees to perform automatic communication using telecommunication devices and networks specified by BizMobile and its Business Partners and agrees to shoulder the burden for all voice and packet charges etc. incurred during communication (whether inside Japan or not). E/U agrees that BizMobile shall not be held responsible for this.
7. E/U shall agree beforehand that BizMobile or its Business Partners may obtain information (telephone numbers, location information, information on installed software, and other information retained on the device in question related to the Target Device) related to the device in question retained on the Target Device, in the course of using the Software.
8. If E/U receives the Software or a service related to the Software from a provider not indicated by a Business Partner, BizMobile shall not assume responsibility.
9. BizMobile shall not take responsibility for any disputes involving the Software or its use occurring between E/U and a third party.
10. In addition to that defined in the three previous paragraphs, BizMobile is absolved of all responsibility for damages occurring to E/U or third parties in using the Software (including but not limited to indirect damage, loss of profits, incidental damage, and loss of trust) and shall not be held responsible for any compensation for damages.

Article 9 (Confidentiality)

E/U agrees not to disclose or leak information (including but not limited to source code, binary data, and related software contents) related to the Software gained through its use.

Article 10 (Compensation for Damages)

If E/U violates this Agreement causing damages to BizMobile, E/U shall be held responsible for damage compensation.

Article 11 (Cancellation of Licensing)

BizMobile can cancel permission granted to the E/U to use the Software for the reasons defined below. In this case, BizMobile shall bear no responsibility for compensation of damages to E/U.
- When E/U has violated this Agreement or the Seperate Agreement
- When BizMobile has lost some or all of the license rights relating to software, such as license rights to software that is the basis for development of the Software, or other basic software related to the Software
- When BizMobile judges that it is not appropriate to provide E/U with the Software

Article 12 (Effect of Ending Contract)

1. When an Seperate Agreement has been canceled or has ended, E/U immediately loses all rights related to the Software and the Service, and henceforth cannot use the Software or the Service.
2. Stipulations in the previous paragraph shall similarly apply when E/U has lost rights related to usage license for the Software.
3. In the cases of the preceding two paragraphs, E/U may not reuse materials related to the Software and shall delete or completely dispose of such materials. BizMobile or its Business Partners agree to stop operation of or remove the Software using an application etc. they have prepared.

Article 13 (Furnishing of Personal Information)

The personal information of Employees of E/U shall be provided to BizMobile or its Business Partners and used, only when necessary for E/U to use the Software, or for BizMobile or its Business Partners to provide the Software or the Service that uses it.

Article 14 (Miscellaneous)

1. E/U guarantees it does not belong to antisocial forces, has no principal officers who are members of antisocial forces, and has no close connection with such people.
2. E/U permits BizMobile and its Business Partners to transmit notices related to this Agreement and information related to sales or technology to the E-mail address received from E/U.
3. E/U agrees that BizMobile may notify E/U by posting to BizMobile’s website.

Article 15 (Court of Jurisdiction)

Lawsuits between E/U and BizMobile related to this Agreement shall be heard in the Tokyo District Court, Court of Jurisdiction over Exclusive Agreements.

Article 16 (Changes to Service Use Standards and this Agreement)

1. BizMobile may change Service Use standards or this Agreement at any time.
2. When Service Use standards or this Agreement are changed according to the previous paragraph, E/U is hereafter bound to these changes and must abide by the changed Agreement.

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Established, February 21,
2011 Revised, March 9,
2011 Revised, 24,
2011 Revised, September 5, 2011