CRITIR Software License Agreement

Article 1 (Purpose)

The purpose of this Agreement is to define the rights and obligations between the Licensor and the Licensee with respect to the Software licensed by the Licensor to the Licensee.

Article 2 (Consent and Grant of License)

Subject to this Agreement, the Licensor grants the Licensee a non-exclusive and non-transferable right to use the Software in Japan and abroad.

Article 3 (Scope of License)

The Licensee may use the Software in accordance with the following:

1. The Licensee may use the Software solely for its own business purposes.

2. For each unit of license to the Software that the Licensee purchases, one account is assigned, and one account may use the Software simultaneously on one operating system within one device. To use the Software simultaneously on multiple operating systems on multiple devices, the Licensee shall obtain additional licenses from the Licensor corresponding to the number of operating systems.

3. The Licensee shall not duplicate, copy, modify, supplement, or otherwise alter all or any part of the Software or its related documentation.

4. The Licensee shall not reverse engineer, disassemble, decompile, or otherwise analyze the source code of the Software.

5. The Licensee is responsible for informing its users of the provisions of this Article and for ensuring their compliance.

Article 4 (No Transfer)

The Licensee shall not, without the Licensor's prior written consent, transfer or otherwise allow any third party to exercise the right of use granted under the preceding Article.

Article 5 (Rights in the Software)

1. Title and all copyrights and other intellectual property rights in and to the Software (including copies thereof) shall belong to the Licensor, and the Licensee shall have no rights with respect to the Software or its related documentation other than the right of use granted under this Agreement.

2. Copyrights and all other intellectual property rights arising from any customization of the Software performed by the Licensor at the Licensee's request (including but not limited to fit-and-gap analysis, requirements definition, high-level design, detailed design, coding, and testing) shall also belong to the Licensor in the same manner as in the preceding paragraph.

3. The Licensee may not sublicense the Software to any third party.

Article 6 (Disclaimer)

1. The Licensor shall not be liable to the Licensee or any third party for any damage arising out of or in connection with the use of, or inability to use, the Software, the provision of, or inability to provide, support services or a maintenance contract, on any cause of action — whether based on breach of contract, tort, strict liability, breach of duty of good faith or reasonable care, non-conformity, breach of warranty, or otherwise — except where the Licensor is found to have acted intentionally or with gross negligence. In addition, the Licensor shall not be liable in any case for any special, incidental, indirect, or consequential damages or for lost profits.

2. Where the Licensor is found legally liable, the Licensor's liability shall be limited to an amount equivalent to one (1) month of the Software License Fee for the month in which the cause of liability arose.

Article 7 (Warranty)

The Licensor makes no warranty whatsoever as to the quality or functionality of the Software, whether used alone or in combination with other software, including without limitation that it is free from defects, will not stop, that the manuals are free from errors, that it meets the Licensee's requirements or purposes, or that it operates properly in the Licensee's device environment.

Article 8 (Liability to Third Parties)

Any dispute with a third party arising from the Licensee's use of the Software due to infringement of copyrights, patents, or other intangible property rights or any other reason shall be resolved by the Licensee at its own cost and responsibility, unless the cause of the dispute lies in software created by the Licensor.

Article 9 (Confidentiality)

Each of the Licensee and the Licensor shall maintain in confidence the contents of the Software, its related documentation, and this Agreement, to the extent not publicly known, and shall not disclose or leak such information to any third party without the other party's prior written consent.

Article 10 (Use of Information)

1. The Licensor may collect information including the name of the device on which the Licensee installs the Software, the type and version of the operating system, the type and version of the browser, the type and version of the database to which the Software connects, the Internet connection status, and information registered by the Licensee in connection with the use of the Software. The Licensee agrees to the operation of this function.

2. The Licensor collects the foregoing information for purposes of notifying the Licensee about the Software, providing paid or free support services, providing online update services, and otherwise properly operating or improving the Software. The Licensor shall not use the collected information for any other purpose without the Licensee's consent. Personal information of the Licensee shall be handled in accordance with the separately established Privacy Policy.

Article 11 (License Fees)

1. The Licensee shall pay the license fee separately set by the Licensor for the Software (the "Software License Fee").

2. The payment due date and method for the Software License Fee shall be as designated by the Licensor. The Licensee shall bear consumption tax and local consumption tax at the rates in effect at the time of calculation.

3. Bank transfer fees and other costs of payment shall be borne by the Licensee, unless a separate agreement regarding payment method has been entered into with the Licensor, in which case the terms of such agreement shall apply.

4. If the license to the Software ceases to be effective (including where the license is terminated under Article 13, or where use of the Software is discontinued at the Licensee's convenience), or in any other case, the Licensee may not request a refund of all or any part of the Software License Fees paid to the Licensor.

Article 12 (Suspension of License)

1. If the Licensee, having purchased a license, fails to pay the Software License Fee by the due date or otherwise breaches any provision of this Agreement, the Licensor may suspend the use of the Software without the Licensee's prior consent ("License Suspension").

2. Following License Suspension, the Licensee may not use the Software without the Licensor's consent. The Licensor shall not be liable for any damage incurred by the Licensee or any third party as a result of License Suspension.

Article 13 (Termination of License)

1. If any of the following occurs, the Licensor may terminate the license to the Software in whole or in part without prior notice or demand to the Licensee. If terminated under this Article, the Licensee shall lose the benefit of time for all obligations arising from use of the Software and shall immediately pay the full amount thereof to the Licensor in lump sum.

1-1. Using account information in an unauthorized manner.

1-2. Using the Software for any purpose other than the Licensee's business.

1-3. Causing damage to the Licensor or any third party.

1-4. Infringing the property rights, copyrights, patents, or other intellectual property rights or other legally protected interests of the Licensor or any party from whom the Licensor has lawfully obtained rights.

1-5. Interfering with the Licensor's operations relating to the Software.

1-6. Breaching any provision of this Agreement.

1-7. Any other case that the Licensor deems inappropriate.

2. If the Licensee breaches any of the foregoing items, the Licensee shall, in addition to compensation for damages caused by the breach, pay to the Licensor a liquidated penalty equal to three (3) months of the monthly Software License Fee.

Article 14 (Representations Regarding Exclusion of Antisocial Forces)

1. At the time of this Agreement, each of the Licensee and the Licensor represents and warrants that they are not, and will not be, a member of an organized crime group, a former member within the past five (5) years, an associate member, a related enterprise, a quasi-member of a similar group, a corporate racketeer, an entity claiming social-movement-style activity for racketeering, a specialized intellectual-violence group, or any party similar to the foregoing (collectively, "Antisocial Forces"). If the Licensee is a corporation, this representation also extends to its representative, officers, and any party effectively controlling its management.

2. If either party determines that an investigation is needed to assess compliance with the preceding paragraph, the other party shall cooperate with such investigation and submit the materials reasonably necessary therefor.

3. If the other party is found to be an Antisocial Force, the Licensee or the Licensor (as applicable) may immediately terminate this Agreement without notice or any other formal procedure.

4. Neither party shall be liable for any damage incurred by the other party as a result of termination under the preceding paragraph.

Article 15 (Standard Terms)

1. The Licensee and the Licensor agree that, in addition to the provisions of this Agreement, the CRITIR Software License Standard Terms (the "Standard Terms") published on the Licensor's website (https://critir.jp/terms) shall apply to this Agreement.

2. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Standard Terms, the provisions of this Agreement shall prevail.

3. The Licensor may, in accordance with Article 548-4 of the Civil Code of Japan, amend the Standard Terms from time to time. From and after the effective date of the amended Standard Terms, the amended Standard Terms shall apply to this Agreement.

Article 16 (Amendment of this Agreement)

The Licensor may amend this Agreement with prior notice of at least thirty (30) days before the effective date of the amendment. In such case, the Licensee's use of the Software on or after the effective date of the amendment shall be deemed acceptance of the amendment, and the amended Agreement shall thereafter apply to the Licensee.

Article 17 (Consultation)

Matters not provided for in this Agreement or any doubt as to its interpretation shall be resolved by good-faith consultation between the Licensee and the Licensor.

Article 18 (Exclusive Jurisdiction)

Any litigation arising from this Agreement shall be subject to the exclusive jurisdiction in the first instance of the district court having jurisdiction over the location of the Licensor's head office.

Article 19 (Governing Law)

This Agreement shall be governed by and construed in accordance with the laws of Japan.

Article 20 (Effect of Special Provisions)

Where the Licensee and the Licensor have agreed on terms different from those of this Agreement, such terms shall prevail over the corresponding provisions of this Agreement.

Article 21 (Surviving Provisions)

Even after the termination of the license to the Software under this Agreement, the provisions of Article 1 (Purpose), Article 4 (No Transfer), Article 5 (Rights in the Software), Article 6 (Disclaimer), Article 7 (Warranty), Article 8 (Liability to Third Parties), Article 9 (Confidentiality), Article 11 (Software License Fees), Article 18 (Exclusive Jurisdiction), Article 19 (Governing Law), Article 20 (Effect of Special Provisions), and this Article shall remain in effect.

Governing Language

This English version is provided for the convenience of non-Japanese readers. In the event of any inconsistency between this English version and the Japanese version, the Japanese version shall prevail.