The License Agreement

This English version is intended for the translation purpose only and the Japanese original version shall control over any inconsistency or discrepancy between these two versions.

This License Agreement (this "Agreement") is entered into by and between SCSK Corporation ("SCSK") and the person or entity ("Licensee") to downloading, installing and/or using the software and any other materials included in this distribution, which consists of the CurlTM Language, CurlTM RTE, Curl Pro/Development LicenseTM, Curl Deployment LicenseTM (Free Edition), Curl Pro/IDETM, Curl IDETM (Free Edition), CurlTM Development Tools for Eclipse (Beta Edition) and Caede®, Caede® (Preview and Beta Edition) (collectively "Products").

1. DEFINITIONS. As used in this Agreement:
  1. "Application" means a collection of programs, files, scripts, images, graphics, video, sound, text, data, or other content, written in the CurlTM Language or processed by the RTE, that Licensee has expressed intent to implement on a Platform.
  2. "Curl Information" means any information supplied by SCSK in oral, paper,or machine-readable form.
  3. "Derivative Work" means works based in whole or in part on Products, or works incorporating in whole or in part Products, which in the absence of SCSK's permission would violate SCSK's intellectual property rights in Products, such as mechanical or electronic reproductions, translations, revisions, modifications, or adaptations. Applications created using Products through an approved process are not "Derivative Works".
  4. "License Key" means a key created and provided by SCSK that allows Licensee to implement Applications on a Platform.
  5. "Documentation" means any reference documentation, course documentation, training software, student guides, or other training materials, provided to Licensee by SCSK for training, consulting, or other services.
  6. "Platform" means the particular platform on which Licensee can express intent to implement Applications as designated by the License Key registration process. The "Platform" is an intranet, extranet, or site on the internet that is owned by, administered by, or operated by Licensee or Licensee's customers.
  7. "Products" means CurlTM products developed by SCSK, or owned by SCSK, to which SCSK holds the right of sale, and to which SCSK may grant licenses. This includes CurlTM products such as exist as of the date of execution of Agreement, as well as other software or intellectual property.
  8. "RTE" means the runtime environment taking the name of the CurlTM RTE that enables end users to use Applications on Platforms.
  9. "IDE" and "Caede" and means the development environment that enables CurlTM Application development. The IDE by the name of CurlTM Development
    Tools for EclipseTM includes Eclipse Code. The Caede includes jQuery, jQuery Mobile and RequireJS of the open source software.
  10. "Service" means training or other activities, falling under the general term of consulting services, provided by SCSK or SCSK-designed third parties to Licensee.
  11. "Source Code" means code in a form readable by humans.
  12. "Object Code" means programs in a language decipherable by computers.
  13. "License Fee" means initial fees or annual usage fees.
2. LIMITED LICENSE

Subject to the terms of this Agreement, SCSK grants to Licensee a non-exclusive, non-transferrable license to install and use Products, for the term of validity of the license (subject to the exceptions of Section 9). However, among Products are those controlled by separate license fees, license requirements, and license periods of validity. Evaluation licenses are valid for a period of 60 days from the date of download.
Furthermore, Preview and Beta Editions may have significant differences from regular editions. Functionality may change to an unlimited extent between a preview and subsequent regular edition release, and the release of a Preview and Beta Edition is no guarantee that a regular edition of the same product will be released.
Licensee must not put Curl Deployment LicenseTM (Free Edition), Curl IDETM(Free Edition), Caede (Preview and Beta Edition), or CurlTM Development Tool for
EclipseTM (Beta Edition) to commercial use. For these purposes, commercial use is defined as: use of Products within a corporation purpose of doing business, or the use of Products with other corporations or individuals for the pursuit of revenue, whether directly or indirectly. However, these restrictions do not apply to Applications developed for deployment to be the public internet, to be accessed by third parties using the Curl Deployment LicenseTM (Free Edition) or Curl IDETM (Free Edition), so long as such Applications do not involve charges or billing and do not make use of HTTPS or similar secure transmission protocols.
Licensee may develop Applications on Platforms and make them available to the end users on those Platforms. If a part of Products may be deployed as Source Code, SCSK grants, for Product Source Code, Product Object Code, and Derivative Works as Source Code, that copies of such code may be used, modified, improved, updated, compiled, and distributed. However, the following restrictions apply: (a) for Source Code or Derivative Works as described above, Licensee will include verbatim all declarations as to SCSK's ownership rights, (b) for Source Code or Derivative Works as described above, Licensee will refrain from making and remove any and all declarations as to SCSK's warranties or liabilities, (c) for any altered Source Code, Licensee will incorporate express notice that changes were made.
Licensee will not attempt to make unauthorized changes to the License Key or RTE, or otherwise attempt to evade the terms of legitimate use as granted by this Agreement. Licensee will not attempt to reverse compile, reverse assemble, or reverse engineer Products.
Licensee may make a reasonable number of copies of Products for backup purposes.
Licensees may not copy Documentation. Copies of Products, Derivative Works, and Curl Information must all include explicit notice as to the rights belonging to SCSK.
Licensee may not transfer or assign this Agreement to other corporations or individuals.

3. FEEDBACK

Licensee acknowledges that, should Licensee provide any feedback regarding Products to SCSK, without regard to the means or purpose of communication,
Licensee grants SCSK free and unlimited rights to use, commercialize,and otherwise incorporate into products and services that feedback.
Licensee will avoid providing feedback to SCSK in such cases where incorporating the feedback into Products or Documentation would require SCSK to acquire a license from third parties.

4. OWNERSHIP
Licensee acknowledges that SCSK retains all rights to Products, Documentation, Derivative Works, and Curl Information, whether obtained from SCSK or from third parties, including patent, copyright, trade secret, and other intellectual property rights. Licensee agrees not to contest or act contrary to the above rights. Products are protected under the laws of Japan, the laws of other nations, and the provisions of international treaties.
All rights not explicitly granted by the terms of this Agreement are reserved by SCSK.
5. LICENSE FEES

Licensee may request a license to CurlTM products, subject to an order agreement with SCSK or SCSK-designated third parties.
Subject to approval and the payment of License Fees (initial fees and annual usage fees), Licensee may be granted use of CurlTM products.
The term of validity of such a license grant is 1 year, counted from the first of the month following the date of execution of the order agreement. It is possible to extend that term of validity by continuing to pay an annual usage fee. The date of execution is the date Licensee expresses intent to license CurlTM products by submitting an order form, or similar.

In the event that Licensee terminates use of the license during the term of validity, Licensee accepts that License Fees already paid will not be returned.

6. CONFIDENTIALITY

Licensee will not use Curl Information without permission, and will make reasonable efforts to avoid the disclosure of Curl Information. In the event that this duty of confidentiality is breached, or upon recognition that such a breach is likely, Licensee will notify SCSK and cooperate with SCSK's exercise of its rights.

7. SUPPORT SERVICES
  1. SCSK provides for Licensee limited help desk services, as well as the provision of free patches, updates, upgrades, License Key changes (collectively "Support Services"). Licensee may request the provision of Support Services by contacting SCSK through procedures defined by SCSK.
    However, Support Services are not available to Licensees using free, preview and beta CurlTM products. Furthermore, SCSK may, at its sole discretion, and at any time, end or alter Support Services.
    Upgrades from Curl Ver4.0.X or previous to new versions (Ver5.0.0 or later) require a special annual usage fee.
  2. If Licensee desires support outside the bounds specified in the preceding paragraph, Licensee may request additional support from SCSK, provided at the discretion of SCSK, in accordance with SCSK's procedures and for the payment of specified support fees.
8. OTHER LIMITATIONS

Licensee agrees that, without the consent of SCSK, except as specified in the preceding articles, Licensee will not rent nor lease, nor grant licenses or sublicenses, nor distribute, Products to third parties.

9. CONTRACT CANCELLATION PERIOD

Without renouncing SCSK's rights under this Agreement and applicable laws, if Licensee violates the terms of this Agreement, this Agreement is terminated.
On termination of this Agreement or of the license to Products, all rights granted in regards to Products, Derivative Works, Documentation, and Curl Information are immediately revoked. Licensee will return all Products, Derivative Works, Documentation, and Curl Information to SCSK, or immediately dispose of the same and certify to SCSK that disposal took place. Articles 2 (b, d, e, f), 3, 4, 6, 8 through 17, and 18, as well as definitions, shall survive any termination of this agreement.

10. LIMITED WARRANTY

SCSK makes no make warranties or guarantees, express or implied, as to the use or distribution of Products, Applications, Derivative Works, Documentation, Service, or Curl Information, including but not limited to merchantability, fitness for a particular purpose, title or non-infringement. SCSK makes no make warranties that use of Products will be free from interruption or error.

11. LIMITED LIABILITY

In no event shall SCSK be liable for damages resulting from the use, production, supplying, or failure or delay in supplying, of Products or related services, whether based on warranty, contract, tort, strict liability, or other theory of liability, including without limitation special, incidental, consequential, punitive or other indirect damages, loss of profit, loss of data or loss of use damages, even if SCSK has been advised of or is aware of the possibility for such damages. In any event, SCSK's liability to Licensee shall not exceed the fees paid to SCSK by Licensee for Products. SCSK shall not be liable for damages resulting from the use by Licensee or by third parties of Applications. Licensee recognizes as legitimate the assignment of risks set forth in provisions of articles 11 and 13, and under the terms of this Agreement accepts that assignment of risk in exchange for such rights as are granted.

SCSK shall not be liable for damages resulting from the use with Products of software in which third parties have rights (free software or open source software included) (below "Third Party Software"). In the event that the use of Third Party Software by Licensee results in a claim or similar action against SCSK or damages to SCSK, Licensee agrees to defend SCSK or makes reparations for such damages. In the event that open source software is included, use by the Licensee comes under the license terms provided with that software.

12. ECLIPSE CODE
CurlTM products may in some cases include Eclipse code provided by the Eclipse Foundation (below "Eclipse Code"). SCSK denies ownership rights and warranty of non-infringement in Eclipse Code and derived works, and also denies any
express warranty as to merchantability or fitness as to particular purpose, or liability for damages, including direct, indirect, special, consequential, or other damages. SCSK licenses Eclipse Code, but the terms of this license Agreement are different from the Eclipse Open License, and the terms of this Agreement are particular to SCSK. The Source Code to the Eclipse Code included
in Products supplied to Licensee can be obtained from the SCSK web site. SCSK makes no warranties or similar claims as to the Eclipse Code, and supplies it on an as-in basis.
13. INDEMNIFICATION

In the event that Licensee, or one of Licensee's customers, through use, production, transmission, or distribution of Applications, causes a claim to be filed against SCSK, or causes the risk of such a claim or demand, litigation, or other legal procedure, Licensee agrees to defend, indemnify, and hold harmless of any and all obligations SCSK and its directors, officers, employees, and agents. The above excludes claims by third parties in Japan against Products alleging patent, copyright, trade secrets, or trademark violations or illegal usage (below "Third Party Claim").
The above exemption for Third Party Claims will apply only in such cases where all of the following requirements are satisfied.
Licensee notifies SCSK of the details of the claim within five business days of claim service or demand.

Licensee allows SCSK to substantially participate in and control the execution of any negotiations with relevant third parties and any resulting legal actions.

14. HIGH RISK SUITABILITY
Products are not highly fault tolerant products, and are not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct or indirect life support systems, or weapon systems (collectively "High Risk Activities"), in which failure of Products could lead directly or indirectly to death, personal injury, or serious physical or environmental damage. Accordingly, SCSK specifically disclaims any express or implied warranty of fitness for High Rick Activities. Licensee agrees that SCSK will not be liable for any claims or damages arising from the use of Products in such applications.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between SCSK and Licensee.
16. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written construed, and enforced as so limited.
17. NO WAIVER
No failure to exercise any provision of this Agreement shall indicate that any other provision or provisions of this Agreement have been waived.
18. IMPORT/EXPORT REGULATORY COMPLIANCE
Licensee agree to conform with the laws of Japan and the United States regarding the export of Products, Curl Information, Documentation, and other development information covered by this Agreement, and also agrees that all necessary procedures for export of the same are the responsibility of Licensee.
Licensee agrees that SCSK bears no responsibility for matters regarding export.
19. GOVERNING LAW
This Agreement is governed by the laws of Japan. In all disputes arising from the fulfillment of this Agreement, the court with responsibility for SCSK's head office will have original jurisdiction.