VP-Ergono License Agreement

• “License” means the non-exclusive, non-transferable normal use right to use the Software within the scope permitted by this Agreement.
• “Product Key” means the license key to enable User to use the necessary functions of the Software.
• “Documentation” means specifications, operating manuals, instructions, and any other documents in printed and electronic media provided to User pertaining to the Software.
• “Software” means the software, and all of its components in the form of executable code, developed and identified by NEXT-SYSTEM as “VP-Ergono”.

• Grant of License

  • Subject to the terms and conditions set forth in this Agreement, NEXT-SYSTEM hereby grants to the User a non-exclusive and nontransferable license to use the Software and the Documentation in support of User’s authorized use of the Software. NEXT-SYSTEM shall provide to User the Product Key.

  • User acknowledges and agrees that User has no right under this Agreement to, and shall not, grant or purport to grant licenses or sublicenses to all or any portion of the Software. Any such license or sub-license is null and void.
• Ownership and Reservation of Rights

  All rights not specifically granted to User under this Agreement are reserved by NEXT-SYSTEM. Except as expressly set forth in this Agreement, NEXTSYSTEM will not convey any intellectual property rights regarding the Software, any portions or components thereof, and/or any related Documentation or material provided to User. Except for the licenses granted to User hereunder, User acknowledges that NEXT-SYSTEM owns and shall retain all proprietary rights, including all Trademarks, patent, copyright, trade secret, other intellectual property rights and interests in and to the Software and components thereof, including without limitation any maintenance or enhancements. User acknowledges that the license granted under this Agreement does not provide User with title to or ownership of the Software or any parts of it, but only a right of limited use under the terms and conditions of this Agreement. The Software is protected by copyright and other intellectual property laws and international treaties.

• Use Restriction
  • User hereby acknowledges and agrees that User shall not use the Software and/or Documentation for any purposes beyond the scope of the license granted in this Agreement.
  • Except as otherwise expressly authorized under the Agreement, User will not, and will not let any third party to, directly or indirectly, distribute, sell or otherwise transfer any rights in any portion of the Software or the Documentation, License, Product Key to any third party.
• No Reverse Engineering or Alteration of Software

  User shall have no right to receive, review or otherwise use or have access to the source code of the Software or of any portions or components thereof. User acknowledges that the Software, any code therein, and its structure, sequence, and organization are valuable trade secrets of NEXT-SYSTEM, and User agrees not to alter, decompile, disassemble, reverse engineer, attempt to discover or reconstruct source code, or modify in any way, the entire or any portion of the Software or prepare derivative works from or of them. Notwithstanding the above, this restriction does not apply to sample programs provided in a readable format, such as source code, in this Software.

• THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER, AND NEXT-SYSTEM HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUS, ITS FUNCTIONALITY OR CAPABILITY, ACCURACY OR COMPLETENESS, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
• IN NO EVENT WILL NEXT-SYSTEM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY USER OR ANY THIRD PARTY, IN ANY TYPE OF ACTION, INCLUDING AN ACTION IN CONTRACT OR TORT, EVEN IF NEXT-SYSTEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.

NEXT-SYSTEM may but is not obligated to modify or add to the Software as part of its reasonable commercial efforts within the functionality thereof, including bug fixing. NEXT-SYSTEM reserves the right to discontinue developing, producing, licensing, or distributing the Software and to modify or replace the Software at its discretion at any time. NEXT-SYSTEM will make a reasonable commercial effort to provide technical support, maintenance, upgrades, modifications or new releases under this Agreement.

• User acknowledges that the Software and Documentation contain technical information, know-how and trade secrets of NEXT-SYSTEM (“Confidential Information”), and User shall maintain the Confidential Information in confidence and not disclose the Confidential Information to any third party without prior written consent from NEXT-SYSTEM. User shall not use the Confidential Information for any purpose other than for the purpose of use of the Software.

• Confidential Information shall not include any information which:

  • is already in possession of User prior to disclosure;
  • has been available to the public as of the time of disclosure;
  • will become available to the public without User’s breaching its obligation after disclosure;
  • obtained by User from a third party owing no confidentiality obligation; or
  • independently developed by User without use of or reference to NEXTSYSTEM’s Confidential Information.

• User agrees to comply with all export control laws, rules and regulations applicable to the Software. For specific questions regarding U.S. export regulations, please visit the Bureau of Industry and Security website at http://www.bis.doc.gov.
• The Software and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country for which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department Table of Deny Orders. By downloading or using the Software, User is agreeing to the foregoing and User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or on any such list.

• Termination upon Expiration of License Period

  Some of the licenses granted by NEXT-SYSTEM specify the license period (such as Trial License), and such licenses shall terminate upon the expiration of the license period.

• Termination in Case of Breach of Contract

  In the event of a breach of this Agreement, including but not limited to any unauthorized use, installation, activation or distribution of the Software and/or its Documentation by User, as a whole or part of it, or in the event of a breach of this Agreement that is not cured within thirty (30) days in accordance with prior notice specifying such breach to User, (a) the license granted under Section 2 (1) shall automatically terminate; (b) except for the limited use allowed in Section 8 (3) below, User shall immediately stop using the Software; (c) User shall have no further rights under this Agreement; and (d) NEXT-SYSTEM shall be entitled to recover any damages resulting from the breach by User.

• Effect of Termination

  Upon termination according to Section 8 (1) and 8 (2) of this Agreement, no residual rights will remain with User, and in no event may User use, license, sell or otherwise transfer the Software or components thereof to any third party after termination.

• Waiver

  Failure of either Party at any time to require performance by the other Party of any provision hereof shall not be deemed to be a continuing waiver of that provision, or a waiver of its rights under any other provision of this Agreement, regardless of whether such provision is of the same or a similar nature.

• Severability

  In the event that any of the provisions or part of a provision contained in this Agreement is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining contractual provisions. The Parties undertake to replace the invalid or unenforceable provisions by a new provision which comes as near as possible to the economic intention of the Parties including the ineffective provision at the time of closing this Agreement as far as legally possible.

• Survival

  Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement.

• Force Majeure

  Neither Party shall be liable to the other because of any delay or failure if and to the extent such delay or failure is caused by occurrences beyond the control of the Party including, but not limited to, acts of God; war, acts of terrorism, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; epidemic and pandemic; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of the Party. The Party shall immediately notify the other of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery.

• Governing Law

  This Agreement shall be interpreted, construed and governed by the laws of Japan.

• Dispute

  Any or all disputes, controversies or differences arising from, in relation to or in connection with this Agreement shall be settled by arbitration in Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award of the arbitrator shall be final and binding upon the Parties hereto.

• Entire Agreement

  This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements and understandings in respect thereof.