DataArmor® Software Agreement

Under these Software Terms of Use (hereinafter referred to as “Terms”), the customer (hereinafter referred to as “A”) is granted a non-exclusive license to use the software products and services provided by EAGLYS Co., Ltd. (hereinafter referred to as “B”). In doing so, by installing or using this software product, the terms of use are stipulated to be, and A is deemed to have agreed to all the contents of this agreement. In such instance, the programs, related information, manuals, etc. contained in the software product provided to A can be used as licensed. If A or their representatives do not agree to these Terms, they may not install, use, or copy this software product in any way. Furthermore, a software usage contract (hereinafter referred to as “this usage agreement”) shall be concluded prior to granting the license of use to A. This agreement supersedes all discussions, agreements, explanations, or materials provided by any party before the start of use.

Article 1 (Definition of this software product)

The software products of B that are covered by this usage agreement are as follows.
(A) DataArmor Gate DB
(B) DataArmor Gate AI

Article 2 (License Grant)

This software product is licensed A in a non-exclusive, non-transferable license under these Terms and is not sold or assigned. The customer can:
(A) Install and use this software product on computers, servers and other electronic devices based on the license scope stated in the DataArmor license certificate.
(B) Make a copy of the Software Product for installation and backup purposes.
(C) Increase the number of licenses by purchasing additional licenses.

Article 3 (contract period)

  1. The contract period of this usage agreement is based on the license period stated in the Data Armor license certificate.
  2. If the contract period expires, or if this usage contract is canceled pursuant to the provisions of the preceding paragraph, or if this usage contract is terminated, the license for this software product by A will be extinguished, and A agrees to cease to use the product as well as agrees to destroy or delete all relevant reproductions.
  3. If this usage contract is canceled at the request of A during the contract period, or if this usage contract is canceled according to the preceding paragraph, or for reasons not attributable to B this usage contract cannot be continued, the license fee, etc. will not be returned for any reason.

Article 4 (Prohibited matters)

  1. It is prohibited, and neither A nor their representatives shall do any of the following:
    (A) Install, copy, or otherwise use this software product in violation of this agreement.
    (B) Distribute a copy of this software product to any third party.
    (C) Modify, apply, translate, rent, lease, resell, or distribute the Software Product or any part thereof, and create derivative works based on the Software Product or a part thereof.
    (D) Perform tracing, debugging, decompiling, reverse engineering, disassembling, or other conversion to a human-recognizable format for this software product.
    (E) Disclose the license, key code and authentication information related to this software product to a third party.
    (F) Delete any intellectual property rights displays or trademark of this software product.
    We reserve the right to audit the status of compliance with this Agreement, subject to prior written notice to us.

Article 5 (Copyright and Intellectual Property Rights)

  1. This software product is protected by Japanese copyright law and international treaties.
  2. The copyright and all other intellectual property rights related to this software product are owned and retained by B
  3. The licensor reserves all rights relating to this Software Product that are not expressly granted in these Terms.

Article 6 (Limited Guarantee)

Software is provided as-is, and B makes no claims of warranty unless separately contracted under a support agreement. B offers however to replace or repair the offered software at its discretion only if:
(A) The software product has been installed and used in accordance with all instructions from B and the description in the manual without modification.
(B) All bug fixes, new versions, and updated versions provided by B are installed promptly.
(C) After the inconsistency with the specifications is found, B is notified in writing (including electronic method) or in a meeting within the contract period stipulated in Article 3 of this usage contract.

Article 7 (Disclaimer)

  1. In no event shall B be liable for any indirect, consequential, exemplary, incidental, or punitive damages, contractual liability, tort liability or any other legal liability in the event of consequential or indirect damages. The same shall apply either party have been advised of the possibility of such damages.
  2. Even if there is a notational or content error in this software product or accompanying documentation due to typographical errors, omissions, misalignment, etc., B will not replace, repair, or refund the license fee.
  3. Whether express or implied, except as provided in the preceding Article, B provides no implied warranties of merchantability and fitness for a particular purpose, nor are we responsible for your choice of the Software Product to achieve its intended purpose, for the installation and the use of the Software Product as well as for the results obtained from the Software Product. In no circumstance B guarantee that the functions contained in this software product will meet the specific purpose of A.

Article 8 (Release)

  1. If you violate the provisions of this agreement, B may cancel this usage contract, however non enforcement of any provisions should not be considered a release from any of the provisions.
  2. Notwithstanding the provisions of the preceding paragraph, if any of the following items are true, B may immediately cancel this usage contract without requiring any notice:
    (A) When payment is suspended, or when there is a provisional seizure, seizure, auction, bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation start petition, or similar proceedings.
    (B) When a transaction is suspended at a clearing house or a bank
    (C) When any tax and public dues are delinquent
    (D) When there has been a breach of trust
    (E) In the event of any reason equivalent with the above that makes it difficult to continue a business relationship
  3. The cancellation based on the provisions of the preceding two paragraphs shall not prevent B from claiming damages.
  4. If any of the items in Paragraph 2 are applicable, and causes B to lose revenue or incur additional costs, such obligations will be borne by A.

Article 9 (Exclusion of antisocial forces)

  1. The First Party and Second Party shall each make a firm commitment to the other party to the following items:
    (A) Neither A, nor B, nor any of its officers or any person having substantial management authority, is currently a member of a crime syndicate, a member of a crime syndicate, a person over whom five years have not passed since he/she ceased to be a member of a crime syndicate, a quasi-organized crime syndicate member, a company affiliated with a crime syndicate, a general meeting house, a person who is a target of social movements, an organized crime group, etc. – or other person equivalent to any of the foregoing categories, (collectively, “Anti-Social Forces”) (hereinafter collectively referred to as “Anti-Social Forces”).
    (B) Do not fall under any of the specified categories
    (C) The company does not have any relationship in which antisocial forces are deemed to control the management of the company.
    (D) Does not have a relationship in which antisocial forces are deemed to be substantially involved in the management of the company.
    (E) Does not have a relationship in which it is deemed that the company is unjustifiably using antisocial forces for the purpose of making unjust profits for itself or a third party, or for the purpose of inflicting damage on a third party.
    (F) Does not to have any relationship that could be deemed to involve antisocial forces, such as providing funds, etc. or benefits to antisocial forces.
    (G) No officer or person substantially involved in management has any socially reprehensible relationship with antisocial forces.
  1. If either A or B violates the preceding paragraph, the other party may immediately terminate this Service Agreement without any notice and may demand compensation for damages resulting from such violation.

Article 10 (Assignment of status, etc.)

Neither A nor B may assign, transfer, grant a security interest in, or otherwise dispose of the status of A or its rights or obligations under this Agreement to a third party without the prior written consent of the other party. 2. Notwithstanding the provisions of the preceding paragraph, in the event that a party conducts a business transfer, merger, corporate separation, or other reorganization regarding the business related to the Software Product, the counter party shall consent to the transfer of party’s position under this Service Agreement in advance.

Article 11 (modification of these terms and conditions)

  1. The provider, A, may modify this Agreement at any time in accordance with Article 548-4 of the Civil Code if any of the following items applies.
    (a) When the modification of these Terms of Use conforms to the general interest of the LICENSEE
    (b) When the modification of this Terms of Use is not contrary to the purpose for which the agreement was made and is reasonable considering the necessity of the modification, and other circumstances pertaining to the modification.
  2. After these Terms of Use have been modified, the modified Terms of Use shall apply to this Service Agreement.
  3. In the event of any modification of this Agreement, B shall specify the effective date of the modified Agreement and shall notify A of the contents of the modified Agreement and the effective date by the method prescribed by party at least two weeks prior to the effective date of the modified Agreement.
  4. Notwithstanding the provisions of the preceding two paragraphs, if A uses the SOFTWARE PRODUCT, or does not undertake the cancellation procedure within the period specified by B after the notification of the change of the Terms of Use in the preceding paragraph, A shall be deemed to have agreed to the change of the Terms of Use.

Article 12 (survival)

Regardless of the termination of this contract, Article 3 (contract period), Article 4 (prohibited matters), Article 5 (copyright and intellectual property rights), Article 7 (disclaimer), Article 8 (release) Paragraph 3, Paragraph 4, Article 9 (Exclusion of Antisocial Forces), Paragraph 2, Article 10 (assignment of status, etc.), this Article and Article 13 (other conditions) will continue to be valid.

Article 13 (Other conditions)

  1. If any provision of these Terms is found to be illegal, invalid, or infeasible, it shall not affect the validity, legality, and feasibility of any of the other provisions.
  2. If the parties do not exercise the rights or indemnities under these Terms, or if the exercise is delayed, it shall not be deemed to be a waiver of such rights or indemnities unless individually determined by the parties.
  3. This agreement shall be governed by the laws of Japan, and the Tokyo District Court shall be the exclusive agreement jurisdictional court of the first instance.
  4. In the event of any doubts regarding matters not stipulated in this Agreement or the interpretation of this Agreement, First Party and Second Party shall discuss with each other in accordance with the principle of good faith.
  5. This English translation is based on the Japanese version of the document, and the Japanese original shall supersede this document in case of any errors, omissions, or other differences.