Blue Planet-works Software License Agreement
Blue Planet-works, Inc. (“Blue Planet-works”) hereby grants a license to the Software of Blue Planet-works (to be defined below) in accordance with this Blue Planet-works Software License Agreement (“this Agreement”), subject to the customer’s compliance with all of the provisions of this Agreement.
◆ Article 1 (Execution of This Agreement)
1. The customer shall be deemed to have agreed to all the provisions of this Agreement and shall be bound by this Agreement (The date on which the customer becomes bound by this Agreement shall hereinafter be referred to as the “Execution Date.”) when the customer submits its written consent to this Agreement to Blue Planet-works, downloads, installs, or uses the Software, or electronically indicates its agreement by pressing the button on a computer screen labeled, “I consent” to this Agreement. If multiple licenses for the Software are collectively granted, the customer shall be deemed to have agreed to this Agreement when the customer first conducts any of the aforesaid actions with respect to the Software. If an individual such as an employee conducts the aforesaid actions for, and on behalf of, a corporate body or other organization, such individual shall warrant to Blue Planet-works that he/she is authorized to execute this Agreement on behalf of the organization. If the customer does not consent to the provisions of this Agreement, or if the individual is not authorized to represent the organization, the individual must not conduct the aforesaid actions.
2. This Agreement provides Blue Planet-works’ terms of use in relation to the customer for the license of the Software for both a test environment and for a production environment. The customer shall be deemed to have consented to the terms of use of the Software for both a test environment and a production environment by indicating its consent in the preceding Paragraph. When the customer uses the license of the Software for a test environment, the contents of the license for the test environment in the Confirmation Document shall apply. When the customer chooses to transfer from a license of the Software for a test environment to a license for a production environment, and thereby uses the license for a production environment, the contents of the license for the production environment in the Confirmation Document shall apply.
3. The customer may register as a user as separately provided by Blue Planet-works.
◆ Article 2 (Definition)
In this Agreement, the following terms shall have the following meanings.
(1) “Software”
The software of Blue Planet-works that is indicated in the Confirmation Document as purchased by, or licensed to, the customer , which shall include minor updated versions and modified programs provided by Blue Planet-works from time to time (excluding products that constitute Upgraded Products), and manuals and other materials that are provided together with such software, minor updated versions, and modified programs. If the customer chose to transfer from a license for a test environment to a license for a production environment for the Software, this definition shall refer to the license for the production environment.
(2) “Relevant Data”
Data created on the computer by the functions of the Software or the actions of the customer when using the Software.
(3) “Manuals”
Manual and other materials provided in Item (1).
(4) “Confirmation Document”
Documents (including documents displayed on the computer screen and other documents provided electronically) provided to customers separately from this Agreement to confirm the purchase of the software of, or a license from, Blue Planet-works.
(5) “Upgraded Products”
Products sold by Blue Planet-works as a successor to the Software.
(6) “Upgrading” (in all verb forms)
To install an Upgraded Product as a replacement to the Software.
(7) “Old Products”
The Software that is subject to Upgrading, but has not yet been Upgraded.
(8) “License Key”
The codes issued by Blue Planet-works or its designee in order to verify that the customer is the authorized licensee of the Software.
◆ Article 3 (Scope of License)
1. Blue Planet-works shall grant a license to the customer to use the Software in such number of licenses, geographical scope, scope of use and other conditions as indicated in the Confirmation Document, subject to the customer’s compliance with all of the provisions of this Agreement (the “License”). The License shall become valid by entering the License Key in the Software or by performing other verification processes specified by Blue Planet-works.
2. One (1) License provides the customer with the right to use the Software on one (1) computer on which the customer has installed a Windows Operating System (including a virtual environment). The customer may install and use the Software in another operating system after completely deleting the Software and the Relevant Data from the operating system that was last installed with the Software.
3. The License is non-exclusive. The customer must not assign, lease, provide as security, sublicense or otherwise dispose of, make copies other than as permitted by this Agreement, or distribute or transmit (including to enable transmission) to a third party the Software, the License Key, or the License.
4. The License shall include the following rights:
(1) The right of a customer to create one (1) copy of the Software for the purpose of creating a backup of data entered in the Software; provided, however, that the copy shall not be used together with the original Software in any operating system regardless of the nature of the backup data or who holds the backup data; and
(2) The right of a customer to create one (1) copy of the Software for the purpose of testing in advance as to whether a modified program or optional product of the Software could operate with the Software that is being used by the customer or the customer’s operating environment; provided, however, that the copy shall be used temporarily for testing and shall not be used permanently, and the copy of the Software and the Relevant Data shall be completely deleted promptly after the test is completed.
5. The period of the License (the “Subscription Period”) shall be the period indicated in the Confirmation Document as the period of the License. If the customer requests Blue Planet-works to extend the Subscription Period or renew this Agreement by the method separately designated by Blue Planet-works, Blue Planet-works may extend the Subscription Period or renew this Agreement at its discretion.
◆Article 4 (Automatic Renewal, Etc.)
1. Notwithstanding Paragraph 5 of the preceding Article, if the Confirmation Document indicates that the Subscription Period is renewable, the first Subscription Period shall be for a period of twelve (12) months from the commencement date indicated in the Confirmation Document or the commencement date separately provided to the customer by Blue Planet-works (This twelve (12) month period may include the period required for set-up.), and the Subscription Period shall be automatically renewed every twelve (12) months thereafter except in the following cases:
(1) If the customer gives written (including e-mail) notice to Blue Planet-works no later than thirty (30) days before commencement of the Subscription Period after renewal through its distributor or by a method separately designated by Blue Planet-works that it will not renew the Subscription Period;
(2) If Blue Planet-works gives written (including e-mail) notice to the customer through the distributor or forwards that notice to the customer’s contact address or other business contact address of the customer provided pursuant to Article 16, Paragraph 5 before commencement of the Subscription Period after renewal; or
(3) If Blue Planet-works and the customer separately agree not to automatically renew the Subscription Period.
2. Blue Planet-works may cease to provide all or part of the Software by: (i) giving notice to the customer through the distributor or by forwarding the notice to the customer’s contact address or other business contact address of the customer provided pursuant to Article 16, Paragraph 5; or (ii) making an announcement on the website used by customers in relation to the Software or through other appropriate media. If all of the provisions of the Software are terminated, this Agreement shall be automatically terminated upon the date designated by Blue Planet-works.
◆ Article 5 (Upgrading)
1. Blue Planet-works may provide Upgraded Products for the Software (which shall be provided only for a license for a production environment) for a fee or for free at its absolute discretion. If a customer Upgrades an Old Product and if Blue Planet-works approves, the license for the Old Product granted by Blue Planet-works (including the number of licenses, geographical scope, scope of use, and other conditions) shall be succeeded by a license for the Upgraded Product after the Upgrade is complete. In that case, the license for the Old Product granted by Blue Planet-works will automatically lapse after completion of the Upgrade and, thereafter, the provisions of this Agreement shall apply to the License that was granted for the Upgraded Product.
2. The customer must completely delete the Old Product and the Relevant Data from the operating system simultaneously with the Upgrade or promptly after completion of the Upgrade. The grant of the License pursuant to the preceding Paragraph is subject to compliance with this Paragraph.
3. The customer may cause the Relevant Data of the Old Product to become the Relevant Data of the Upgraded Product subject to the compliance with the preceding Paragraph.
◆Article 6 (Title and Copyright, Etc.)
1. Excluding a license that is expressly granted pursuant to this Agreement, the title, copyright, or other intellectual property rights in the Software (including the license for test environment, minor updated versions, modified program, and materials such as the Manuals as defined in Article 2, Item 1), Upgraded Products or copies thereof, the trademark right for emblems relating thereto, and any other rights whatsoever concerning the Software, Upgraded Products, or copies thereof shall vest in Blue Planet-works or its subsidiaries (hereinafter collectively referred to as “Blue Planet-works Group”).
2. The Software, Upgraded Products, and copies thereof are protected by the copyright acts and other laws of each relevant country and the treaties relating to intellectual property rights. The customer agrees to treat the Software, Upgraded Products, and copies thereof in compliance with those laws and treaties.
3. Due to the function of the Software, the customer may access contents through the Software, such as advertisements provided by Blue Planet- works or third parties. All rights in those contents vest in Blue Planet-works or such third parties, and those contents are protected as copyrighted products by the copyright acts and other laws of each relevant country and the relevant treaties relating to intellectual property rights.
◆Article 7 (Prohibitions)
In addition to the acts prohibited in other provisions of this Agreement, the customer shall not engage in the following acts:
(1) Reverse engineering, decompilation, dissemblance, modification, alteration, or creation of a translated version or derivative software of the Software (including its copy; hereinafter the same in this Article);
(2) Modification or alteration of the Manuals or creation of a translated version;
(3) Alteration of the License Key; and
(4) Use of all or part of the Software for the purpose of terrorism, cyber-attack, fraud, development of weapons for mass destruction or other unjust purposes, or in any anti-social manner.
◆Article 8 (Limitation of Warranty)
1. The Software is provided on an as-is basis, and Blue-Planet-works shall not provide any warranty, whether explicitly or implicitly, with respect to the Software, Upgraded Products, or the functions contained therein, or the related services provided pursuant to this Agreement including warranty on matters relating to the following Items. The customer agrees not to file any claim against Blue Planet-works or the developers or suppliers thereof based on breach of an explicit or implicit warranty:
(1) That they satisfy the customers’ needs;
(2) That they work properly;
(3) That they have no defects, or a defect, if any is found, could be fixed;
(4) That they do not infringe any intellectual property rights and other rights of third parties; and
(5) That they can completely protect from threats such as computer viruses or malware, or unauthorized access.
2. All explanations, advice, specifications, and other information disclosed or provided to customers, whether orally or in writing, by Blue Planet-works shall not be interpreted as establishing a new warranty or as expanding in any respect the coverage of the warranty under this Agreement.
◆ Article 9 (Limitation of Liability)
1. Blue Planet-works’ liability to compensate a customer for damages relating to non-performance of this Agreement or to an act of tort concerning this Agreement shall be limited to direct damages sustained by the computer itself in which the Software is installed and caused by a defect in the Software itself. In this case, the amount of compensatory damages shall not exceed the license fee paid by the customer for the Software that gave rise to the liability for damages.
2. Other than the liability provided in the preceding Paragraph and the guarantee regarding support services provided by Blue Planet-works pursuant to the provisions of Article 10, Blue Planet-works assumes no liability to the customer and third parties, beyond the scope provided in the preceding Paragraph, for any damage resulting from a suspension of business, loss of business opportunity, loss of business reputation, non-achievement of anticipated labor-saving, computer failure, or corruption of data, or any other direct damage, indirect damage, special damage, incidental damage, or consequential damage resulting from the Software, Upgraded Products or copies thereof, or support services.
3. The Software and Upgraded Products are designed to be used for general clerical purposes and are not intended for use in advanced medical devices, transportation facilities, or other environment in which human life or body may be seriously endangered unless safety is not absolutely assured. Notwithstanding the provisions of Paragraph 1, Blue Planet-works assumes no liability for damages resulting from the use of the Software by the customer in such an environment.
4. All explanations, advice, specifications and other information disclosed or provided to customers, whether orally or in writing, by Blue Planet- works shall not be interpreted as assuming any new liability or expanding in any respect the scope of liability under this Agreement.
◆Article 10 (Support Services)
Blue Planet-works may provide technical support services regarding the Software (which shall be provided only for the license for a production environment). The provision (or non-provision) of, or the contents, timing or other terms for, the support services are determined at the discretion of Blue Planet-works, and the continuous provision of support services is not guaranteed. If Blue Planet-works provides a policy regarding support services, the customer shall comply with that policy.
◆Article 11 (Confidentiality Obligation, Etc.)
1. The customer shall not use the contents of this Agreement or information relating to the structure and formation of the Software (including its copies; hereinafter the same in this Article), the License Key, the contents of the support services, or other information that the customer could have learned concerning the Software or Upgraded Products (collectively, the “Confidential Information”) other than for the purposes of use of the Software, and shall not disclose the same to a third party without prior written consent from Blue Planet-works.
2. The following information shall not constitute Confidential Information:
(1) Information that was publicly known at the time the information was acquired by the customer;
(2) Information that became publicly known for reasons not attributable to the customer after it acquired the information;
(3) Information that was already possessed by the customer before it acquired the information;
(4) Information that was obtained by the customer from a third party without assuming confidential obligations; and
(5) Information that was independently developed by the customer without using the information in the preceding Paragraph.
3. Notwithstanding Paragraph 1 of this Article, if the customer is obligated to disclose the Confidential Information by laws and regulations or by order of a court or governmental institution, the customer may disclose that information to the extent necessary to perform its obligation; provided, however, the customer shall promptly notify Blue Planet-works of the fact that it became obligated to disclose the Confidential Information and which information it must disclose.
4. The customer shall manage the License Key at its own responsibility. If the License Key is leaked, the customer must immediately notify Blue Planet-works. Blue Planet-works assumes no liability for damages incurred by the customer resulting from the leakage of the License Key.
◆Article 12 (Use of Personal Information)
The customer agrees that Blue Planet-works may use the customer’s personal information in compliance with the Act on the Protection of Personal Information and other relevant laws and regulations as well as with a policy separately provided by Blue Planet-works concerning protection of personal information, for the purpose of use provided in that same policy.
◆ Article 13 (Change of Specification)
Blue Planet-works may, without notice, suspend or change a function of the Software, change the specification or recommended environment for use, or suspend or change these items when conducting Upgrading. Blue Planet-works does not permanently guarantee the function of the Software, the specifications, or the recommended environment for use as of the time of execution of this Agreement.
◆Article 14 (Cease of this Agreement)
1. This Agreement shall take effect from the Execution Date.
2. This Agreement shall be effective until: (i) the Subscription Period expires; (ii) the customer chooses not to transfer from a license of the Software for a test environment to that for a production environment; or (iii) this Agreement is terminated pursuant to the following Paragraph of this Article, Article 4, Paragraph 2, or Article 15, Paragraph 3.
3. Blue Planet-works may immediately terminate this Agreement without notice if the customer breaches any provision of this Agreement, if the customer defaults on its payment obligation for the Software that was separately agreed by the customer, or if the customer ceases to bear the payment obligation. In addition, Blue Planet-works may, whether before or after the termination of this Agreement, suspend all or part of function of the Software used by the customer, or the support services provided to the customer.
4. If this Agreement is terminated for any reason, the customer shall immediately and completely delete all of the Software, the Relevant Data, and copies thereof from the operating system and other recording mediums, and shall not use these for any purpose after this Agreement is terminated.
5. Blue Planet-works assumes no liability for damages incurred by a customer or a third party arising from the unavailability of the Software and the Relevant Data due to termination of this Agreement.
◆ Article 15 (Elimination of Antisocial Forces)
1. The customer covenants that it does not constitute any of the following:
(1) Organized crime group, a member of an organized crime group, a former member of an organized crime group who disengaged with the organized crime group within the most recent five (5) years, a quasi-member of an organized crime group, a company associated with an organized crime group, a corporate racketeer, etc. (soukaiya-tou), a public racketeer (shakai-undou-tou-hyoubou-goro), or a special intelligence violent group (tokushu-chinou-bouryoku-shudan-tou) (collectively, “Organized Crime Group, etc.”);
(2) One who is deemed to be associated with an Organized Crime Group, etc. because its management is suspected of being controlled by the same;
(3) One who is deemed to be associated with an Organized Crime Group, etc. because an Organized Crime Group, etc. is suspected of being substantially involved in its management;
(4) One who is deemed to be associated with an Organized Crime Group, etc. by being suspected of unduly using the same for the purpose of gaining undue profit for himself/herself or a third party, or to cause damage to a third party;
(5) One who is deemed to be associated with an Organized Crime Group, etc. by being suspected of providing funds or favors to the same; and
(6) A company that has an officer or a person substantially involved in its management who is deemed to have socially condemned relationships with an Organized Crime Group, etc.
2. The customer covenants that it does not conduct, or cause third parties to conduct, the following acts:
(1) Making demands by using violence;
(2) Making unreasonable demands beyond its legal entitlement;
(3) Using intimidating words or actions, or otherwise using violence when conducting transactions;
(4) Undermining Blue Planet-works Group’s credibility or obstruct Blue Planet-works Group’s business by spreading false rumors, by using fraudulent means, or by using force; and
(5) Engaging in other acts similar to those in each of the preceding Items.
3. If the customer breaches the covenants in the preceding two Paragraphs of this Article, the provisions of Paragraph 3 to Paragraph 5 of the preceding Article shall be applied.
◆ Article 16 (General Provisions)
1. Assignment, Etc. of this Agreement
(1) The customer shall not assign to a third party, provide as security to a third party, or otherwise dispose of its status under this Agreement or all or part of its rights and obligations arising under this Agreement, without prior written consent from Blue Planet-works.
(2) Blue Planet-works may assign its status under this Agreement to a third party accompanying assignment of all or part of its business without customer’s consent.
2. Compliance with Applicable Laws and Regulations
The customer shall be responsible for complying with applicable laws (including laws and regulations on export and import of each relevant country) and treaties relating to the use of the Software.
3. Severability
Even if all or part of the provisions of this Agreement are determined to be illegal, invalid, or unenforceable, the remaining provisions shall remain effective to the extent permitted by laws and regulations, and other provisions of this Agreement shall continue to have full force and effect.
4. Waiver
Any waiver of rights granted to Blue Planet-works pursuant to this Agreement shall be made in writing. Even if Blue Planet-works does not exercise its rights under this Agreement, that failure to do so shall not be deemed to be a waiver of its rights. Furthermore, a waiver of rights for a certain event shall not be deemed to be a waiver of rights for other events.
5. Notification
(1) The customer’s contact address shall be the customer’s address, facsimile number, and e-mail address that were registered upon purchase of the Software or Upgrade, or upon registering itself as a user.
(2) All notices from Blue Planet-works to the customer shall be given by post, facsimile, or e-mail forwarded to the address, facsimile number, or e-mail address of the customer unless otherwise provided in this Agreement. Such notice shall be deemed to have been duly given at the time it was delivered to the customer (if notice does reach the customer, at the time that the notice would ordinarily have been delivered to the customer).
(3) The customer shall immediately notify Blue Planet-works if its contact information changes. If the customer fails to inform Blue Planet- works of a change, Blue Planet-works may send notices to the customer’s last known contact address and Blue Planet-works shall assume no responsibility for any damage to the customer that may arise from non-delivery of the notice.
(4) Notwithstanding the preceding Items, Blue Planet-works may display its notice on the computer screen of the customer through the function of the Software. In that case, the notice shall be deemed to have been duly given at the time the contents of the notice are displayed on the screen.
6. Entire Agreement
(1) This Agreement constitutes the entire and exclusive agreement regarding the provisions of this Agreement between Blue Planet-works and the customer and, unless otherwise expressly indicated by Blue Planet-works, this Agreement shall prevail over all agreements, notifications, explanations, or proposals (whether in writing, electronic, or oral), and any documents disclosed or provided to the customer relating to the Software (including electronically provided documents) made or given before execution of this Agreement.
(2) Order forms, confirmation forms, manuals, brochures, or any other documents (including electronic documents) prepared by a party other than Blue Planet-works, such as distributors, shall not have any effect to modify or change this Agreement.
7. Revision and Change
This Agreement is subject to revision or change by Blue Planet-works, and the revision or change shall take effect at the time that the revision or change is disclosed to the customer by, or is the subject of a notification to the customer from, Blue Planet-works. The customer shall acknowledge in advance that this Agreement is subject to revision or change pursuant to this Paragraph. The customer shall be deemed to have consented to this Agreement after revision or change if the customer continues to use the Software after the revision or change to this Agreement is disclosed or a notification has been received. The latest version of this Agreement will be uploaded on https://www.blueplanet- works.com/policies.
◆Article 17 (Governing Law and Jurisdiction)
1. This Agreement shall be governed by, and construed in accordance with, the laws of Japan.
2. The Tokyo District Court or the Tokyo Summary Court shall be designated as the exclusive court of first instance, depending on the amount in controversy, for any dispute that may arise in relation to this Agreement or the Software, Upgraded Products, or the Relevant Data.
LATEST UPDATE OF LICENSE AGREEMENT: December 22, 2020
株式会社 Blue Planet-works
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