END USER LICENSE AGREEMENT

IMPORTANT. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.

The right to use the Software (as defined hereunder) is licensed by Recosoft Corporation (“Recosoft”) only on the condition that you agree to abide by terms of this End User License Agreement (“License Agreement”). INSTALLATION, USE OR LOADING of the Software indicates your acceptance of the terms of this License Agreement. Please read the terms and conditions set forth below carefully before INSTALLING, USING OR LOADING the Software. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PROMPTLY RETURN THE SOFTWARE TO THE SOURCE FROM WHICH YOU OBTAINED IT OR DESTROY ALL COPIES.

As used herein, the term “Software” means any computer programs, images, animations, electronic documentation and any other data provided herewith. Furthermore, for the avoidance of doubt, “computer programs” includes, without limitation, any software distributed as a suite or bundle, as well as any and all of the individual software programs or elements contained within such suite or bundle, as well as any and all stand-alone software programs or products, provided herewith. The Software also includes, if applicable, upgrades, updates, and any other data that Recosoft may, in its sole discretion, make available at a later date. AGREEING TO THIS LICENSE AGREEMENT DOES NOT AUTOMATICALLY MAKE YOU ELIGIBLE FOR UPGRADES, UPDATES AND/OR ANY OTHER DATA THAT RECOSOFT MAY PROVIDE LATER.

  1. SOFTWARE LICENSES

    The specific terms under which Recosoft licenses the Software to you hereunder depend upon whether you have purchased the Single User License, Volume License, or Server License, the terms of each being set forth below. In addition, if you are using the Software on a trial basis, the terms pursuant to which you are allowed to do so are set forth below as well as in the applicable “Read Me” or “User Guide” file included with the specific Software. Notwithstanding the foregoing, the other terms of this License Agreement shall be applicable regardless of the type of license you have obtained. In addition, regardless of the type of license you have obtained, the Software is being licensed to you in object code form only.

    1. SINGLE USER LICENSE

      1. In exchange for full payment by you of the applicable license fee or subscription fee (except with respect to ‘Not for Resale’ Software), Recosoft grants you a non-exclusive and non-transferable license to use the Software as a single user pursuant to the terms of this License Agreement. You may install and use one (1) copy of the Software on only a single computer which is not used as a server.
      2. You may, for backup or archival purposes only, make only a single copy of the Software.

    2. VOLUME LICENSE

      1. In exchange for full payment by you of the applicable license fee or subscription fee, Recosoft grants you a non-exclusive and non-transferable license to use the Software as a volume user pursuant to the terms of this License Agreement as well as the Volume License Certificate issued to you by Recosoft. You may install and use the Software on only the number of computers listed in the Volume License Certificate issued to you by Recosoft, none of which computers may be used as a server.
      2. You may, for backup or archival purposes only, make only a single copy of the Software.

    3. TRIAL USE LICENSE

      1. Recosoft grants you a non-exclusive and non-transferable license to temporarily use the Software on a trial basis pursuant to the terms of this License Agreement as well as the applicable “Read Me” or “User Guide” file included with the specific Software. You may install and use one (1) copy of the Software on only a single computer which is not used as a server.
      2. You may use the Software on a trial basis solely for evaluation purposes, and not for production, commercial or any other purposes.
      3. You may not create backup or archival copies of the Software for any reason.

    4. SERVER LICENSE

      1. In exchange for full payment by you of the applicable license fee or subscription fee, Recosoft grants you a non-exclusive and non-transferable license to use the Software as part of an authorized “cloud-based” OEM product available on a single, or multiple, computer server(s) in either an on-premise customer facing or internal non-customer facing environment, and as Development Software and/or Production Software as defined herein; provided that, each such computer server shall require a separate license and serial number.
      2. In connection with the server license described in this Section 4(d), each and every virtual machine shall be considered a hardware device, and if you are installing a server version of the Software on any virtual machine/hardware device, then you shall be allowed to migrate to a new virtual machine/hardware device using such Software license for a period of no more than thirty (30) days from the initial date of such migration, and you shall be allowed to run the Software on both the old and new devices during such migration period. The Software license for the old virtual machine/hardware device shall automatically and immediately terminate upon the expiration of the above thirty (30) day migration period, and thereafter, you shall have a Software license only for the new virtual machine/hardware device.
      3. For purposes of this License Agreement, “Development Software” means a version of the Software licensed by Recosoft for use in a technical environment designed to conduct development, including staging and testing, and not for use as Production Software. In connection with the server license described in this Section 4(d), you may only install and use the Development Software on the licensed development/staging virtual machines/hardware devices in your technical environment for development purposes, including staging and testing, and not for production purposes. Moreover, the Development Software must be maintained on completely separate computer servers and virtual machines than any Production Software.
      4. For purposes of this License Agreement, “Production Software” means a version of the Software licensed by Recosoft for production use and not for use as Development Software. In connection with the server license described in this Section 4(d), you may only install and use the Production Software on the licensed production virtual machines/hardware devices, and the Production Software must be maintained on completely separate computer servers and virtual machines than any Development Software. No person who accesses the Production Software via an external network may download the Software or any part of it.
      5. Except for the licenses granted pursuant to Section 4(d)(i) and Section 4(d)(ii) above, you shall not be allowed to deploy the Software in the manner of an application service provider or Software as a Service (SaaS) provider for purposes of software conversion or any other purpose prohibited by Recosoft.
      6. Those accessing the Software via an external network do not have any right to access or use the Software for their own purposes and may only access and use the Software to interface with, or to use an extended service of, their direct beneficial business purpose.
      7. The server license to the Software granted to you herein shall be valid only for so long as your relevant subscription is valid, and the relevant cloud-based services continue to be operational.
      8. You may, for disaster recovery purposes only, make only a single copy of the Software.

  2. SUBSCRIPTION FEE BASIS

    As an alternative to the one-time full payment of the license fee applicable to the Single User License and Volume License for the Software available under Section 1 hereof, Recosoft, in its sole discretion, may choose to provide such licenses to you on a subscription fee basis only. In such case, the term of the applicable license hereunder shall be for the term of the relevant subscription or until such license is otherwise terminated pursuant to the provisions hereof.

  3. Proprietary Protection

    Recosoft and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and any related materials, all copies thereof, and all modifications and enhancements thereto, including ownership of all copyrights and other intellectual property rights pertaining thereto. This Agreement does not provide you with title TO or ownership of any part of the SOFTWARE, but only a right of limited use.

  4. OTHER RIGHTS AND LIMITATIONS

    1. You may not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof in any way not expressly permitted under the terms of this License Agreement or the applicable Recosoft Software OEM License and Distribution Agreement.
    2. Neither the Software nor any part thereof may be transferred, re-licensed, leased, sold, resold, rented, or loaned by you to a third party.
    3. You may not reverse engineer, de-compile, modify nor disassemble the Software or any part of it. ADDITIONALLY, you may not REDUCE THE SOFTWARE TO source code or any other HUMAN PERCEIVABLE FORM.
    4. Recosoft retains the right to modify the Software or any part of it without any notice to you.
    5. If you violate this License Agreement, or any copyright or other laws, you hereby agree to indemnify Recosoft and its licensors for any and all damages incurred as a result thereof.
    6. In the event you use an unauthorized or hacked version of the Software, you shall automatically be in violation of this License Agreement and you shall have no license to use the Software for any purpose whatsoever. In addition, in such case, you shall be liable for copyright infringement, and Recosoft reserves the right to pursue civil actions for monetary damages and/or injunctive relief against you as well as pursue criminal prosecution in appropriate cases.
    7. With the exception of server licenses granted pursuant to Section 1(d) of this License Agreement, in the event you or any other properly licensed user of the Software pursuant to the specific license you have obtained hereunder wishes to install the Software on both a single laptop computer and single desktop computer, you or such other properly licensed user of the Software hereunder may do so, provided that: (i) such laptop computer and desktop computer are both owned and used only by you or the other properly licensed user of the Software hereunder; and (ii) the Software is not used at the same time on both the laptop and desktop computers, meaning that the laptop computer must be off or in sleep state while the Software is being used on the desktop computer, or vice versa.
    8. With the exception of server licenses granted pursuant to Section 1(d) of this License Agreement, in the event you or any other properly licensed user of the Software pursuant to the specific license you have obtained hereunder wishes to switch computer platforms from Windows to Mac, or vice versa, Recosoft will offer “Platform Protection” by providing you an additional license for the equivalent Mac/Windows version of your current Software for the new platform at no cost, provided that: (i) because not all Recosoft products will be eligible for Platform Protection, the relevant Software is clearly marked “Platform Protection” by Recosoft; (ii) you contact Recosoft in writing to request the additional Platform Protection license and provide any additional information requested by Recosoft; (iii) you immediately stop using and permanently delete the Software (as well as any copies) in connection with your previous computer platform, the Software license to which automatically and immediately terminates upon your receipt of the Software for your new computer platform; and (iv) a Mac/Windows equivalent for the relevant version of your Software exists and is being distributed by Recosoft (i.e., your Software is not obsolete).
    9. Except as expressly allowed pursuant to the server license set forth in Section 1(d) of this License Agreement, neither you nor any other party receiving a license hereunder shall have the right to: (i) deploy the Software in any manner that serves to support or enhance a service-based business model including, but not limited to, cloud-based services, electronic commerce services, web hosting, collaboration of multiple third parties, auctions, file conversion, or workflow; (ii) offer the Software or any Software-related function as a service in any manner; (iii) deploy the Software in the manner of an application service provider or Software as a Service (SaaS) provider; (iv) otherwise provide access to or use of the Software on a private or public network; (v) subcontract conversion services in any way related to the Software to any third parties and then aggregate such services without adding significant value; (vi) deploy the Software in any manner that serves to support a business model which competes with that of Recosoft; or (vii) deploy the Software in any anti-competitive manner to the detriment of Recosoft. Any violation of the foregoing, or any other provisions of this Section 4, shall be deemed a material breach of this License Agreement and shall result in Recosoft having the right to immediately terminate this License Agreement as well as any and all licenses granted hereunder.
    10. Recosoft may collect certain information related to your use of the Software which does not identify you or your users personally (“Telemetry Data”) in order to maintain, improve, or analyze the effectiveness of the Software. You acknowledge and agree that Recosoft may freely collect and use any such Telemetry Data.

  5. TERMINATION OF LICENSE AGREEMENT

    1. The licenses granted under this License Agreement shall apply only to the latest version of the Software you own and shall immediately and automatically terminate with respect to any previous versions of the Software in the event you upgrade to a new version of the Software. In such case, you must stop usage and destroy all previous versions of the Software.
    2. This License Agreement, as well as any and all licenses granted to you hereunder, shall immediately and automatically terminate in the event of any breach of this License Agreement by you or any other person covered under the specific license you obtained. Such breach shall include, without limitation, non-payment of the applicable license fees, subscription fees, or other amounts with respect to any Software.
    3. In the event that you license the Software on a subscription fee basis, this License Agreement, as well as any and all licenses granted to you hereunder, shall immediately and automatically terminate upon the expiration or termination of the applicable subscription for any reason whatsoever.
    4. You may terminate this license by destroying all copies of the Software. In this case, Recosoft is not responsible for any claims or damages arising from the termination of this license.
    5. Immediately upon termination of this License Agreement for any reason, you must immediately destroy or return to Recosoft the Software, as well as any and all copies thereof. Moreover, Recosoft shall not be responsible for any claims or damages arising from the termination of any license granted hereunder.

  6. SOFTWARE PROVIDED “AS IS”

    The Software is being PROVIDED to you “AS IS”. Recosoft makes no warranty WHATSOEVER as to use or performance OF THE SOFTWARE, nor does recosoft warrant that the Software will meet your requirements. RECOSOFT DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. RECOSOFT ALSO DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE. RECOSOFT GRANTS NO WARRANTIES EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE. NO INFORMATION OR ADVICE WHETHER WRITTEN OR ORAL GIVEN BY RECOSOFT, ITS EMPLOYEES, OR ITS SUPPLIERS SHALL CREATE A WARRANTY.

  7. LIMITATION OF LIABILITY

    In no event shall Recosoft, its employees, or its suppliers be liable for any damages whatsoever, including any loss of profits, incidental or consequential damages, arising out of your use or inability to use the Software, even if Recosoft has been advised of the possibility of such damages.

  8. THIRD PARTY SOFTWARE

    1. The Software may contain software components provided by third parties, including open source software providers. Please review the “Read Me” file or “User Guide” provided with the specific Software you have purchased from Recosoft to determine whether any such third party software is included therein.
    2. RECOSOFT DISCLAIMS ANY AND ALL WARRANTIES, RESPONSIBILITY AND/OR LIABILITY OF ANY KIND WHATSOEVER WITH RESPECT TO ANY OPEN SOURCE OR OTHER THIRD PARTY SOFTWARE INCLUDED AS PART OF ANY SOFTWARE PROVIDED BY RECOSOFT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
    3. If there are any open source, free software or third party software license terms in the Read Me file or User Guide referenced herein and included with the Software, such license terms do not apply to any Software created by Recosoft, and Recosoft retains all intellectual property ownership and other rights in and to such Software created by Recosoft. Moreover, your use of the Software is subject to those restrictions and other terms contained in this License Agreement and which relate to the specific license you receive from Recosoft hereunder.

  9. GENERAL PROVISIONS

    1. You understand and agree that your rights and obligations under this License Agreement are not transferable or delegable, and may not be assigned or delegated by you to any other individual or business entity without the prior written approval of Recosoft.
    2. This License Agreement constitutes the entire agreement between you and Recosoft with respect to the subject matters hereof. No part of this License Agreement may be modified in whole or part without the prior written consent of Recosoft.
    3. If any part of this License Agreement is found void or unenforceable by a court or arbitration panel of competent jurisdiction, such ruling will not affect the validity of the other remaining clauses or parts of this License Agreement, which shall remain valid and enforceable according to its terms.
    4. Any failure by Recosoft to enforce at any time any term or condition under this License Agreement shall not be construed as a waiver of Recosoft’s right thereafter to enforce each and every term and condition of this License Agreement.
    5. This License Agreement shall be governed and construed under and in accordance with the substantive laws of Japan without regard to choice of law principles. Any and all disputes arising out of this License Agreement (or the breach thereof), and/or the relationship between you and Recosoft, which cannot be amicably resolved, shall be settled by submission to arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. Venue for any arbitration proceedings shall be Osaka, Japan. Any judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Recosoft shall, at any time, have the right to seek equitable or injunctive relief in any court of competent jurisdiction in order to enjoin the infringement of Recosoft’s intellectual property rights or in other appropriate cases.
    6. U.S. GOVERNMENT END USERS. The Software is a “commercial item,” consisting of “commercial computer software” and “commercial computer software documentation.” The software is licensed with restricted rights. Use, duplication, or disclosure is subject to the restrictions stated in FAR clause(s) 52.227-19 and/or DFARS clause(s) 252.227-7013.