IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND CHIeru. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SOFTWARE.

1. Definitions
"CHIeru" means CHIeru Company Limited, a Japanese corporation having its registered office at 2-2-24, Higashi-shinagawa, Shinagawa-ku, Tokyo, 140-0002, Japan and its suppliers and licensors, if any.
"Software" means the software program contained in the files, disks, CD-ROMS, or other media with which this Agreement is provided, together with all documentation, associated media, printed materials, and online and electronic documentation supplied by CHIeru which is associated with the use or operation of the software program.

2. Grant of License
CHIeru grants you a perpetual, worldwide, non-exclusive, non-transferable, non-sub licensable License to use of the software, limited to the defined number of instances, limited to the number of Authorized Users and the total number of installed computers, as designated in the License Certificate issued by CHIeru. Upon payment of the license fee for a License to use the software, CHIeru will provide you with a License Certificate which has to be applied to all installations of the Software on the computer to activate the license. You agree to implement reasonable controls to ensure that your use of the Software is fully compliant with the terms and conditions of the License Certificate. You agree that CHIeru may audit your use of the Software for compliance with the EULA and License Certificate at any time, upon reasonable notice.

3. Ownership Rights and Intellectual Property Rights
The foregoing license gives you a non-exclusive and non-transferable right and limited license to use the Software. CHIeru and its suppliers retain all right, title and interest, including all copyrights, in and to the Software and all copies thereof. CHIeru and its suppliers reserve all rights not specifically granted in this EULA. All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), and any copies of the Software are owned by CHIeru or its suppliers and are protected by national and international copyright laws. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If the Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software.

4. License Restrictions
You shall undertake any necessary steps to protect License Certificates against unauthorized use. You may not alter, merge, modify, adapt or translate the Software Product, or decompile, reverse engineer, disassemble, or otherwise reduce the Software Product to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not sell, rent, lease, sub license, transfer, resell for profit or otherwise distribute the Software Product or any part thereof. You may not modify the Software Product or create derivative works based upon the Software Product. You may not remove or obscure any copyright and trademark notices relating to the Software Product.

5. Collection of System and Personal Information
In order to provide customer service and to manage the License for use of the software, you agree that CHIeru may collect your name, title, contact information including email address, demographic information such as a postal code, preferences and interests from other information relevant to customer surveys and/or offers, hardware and software information that you are using with the Software.

6. Warranty and Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND CHIERU MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, CHIERU AND ITS SUPPLIERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, CHIERU MAKES NO WARRANTY THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS OR BE ERROR-FREE OR FREE FROM TERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.

7. Limitation Of Liability
NEITHER CHIERU NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS, INTERRUPTION OR THE LIKE), OR ANY LOSS OF PROFIT ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THIS EULA BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL CHIERU, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID FOR THE SOFTWARE, IF ANY, EVEN IF CHIERU, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Term and Termination
The term of the licenses granted to you under this EULA is set forth in your License Certificate issued by CHIeru. This EULA shall automatically expire upon the expiration of such term. In the event that you fail to comply with any of the terms or conditions of this EULA and/or the License Certificate and you violate any laws such as patent law, copyright law, trade secret law, trademark law, unfair competition law, CHIeru may immediately terminate this EULA with or without notice. In the event of termination, you must destroy all copies of the Software and the License Certificate. In addition, you must remove all copies of the Software, including all backup copies, from the Server and all computers and terminals on which it is installed. CHIeru will not be liable for any damages and will not refund any amount of money to you if this EULA and your rights to use the Software are terminated due to your failure to comply with any terms of this EULA. Sections 3, 6, 7, 8, 10, 11 shall survive the termination of this EULA.

9. Export Regulations.
Unless otherwise expressly provided for by applicable laws, you may not export or re-export the Software or any copy or adaptation thereof under the terms of the licence. You may not export or re-export the Software without prior written permission from CHIeru.

10. Entire Agreement
This EULA sets forth the entire understanding and agreement between the parties as to the matters covered herein, and supersedes and replace any prior undertaking, statement of intent or memorandum of understanding, in each case, written or oral.

11. General Provisions
This EULA shall be governed in all respects by the laws of Japan without giving effect to principles of conflict of laws. The parties agree that the Tokyo District Court shall have exclusive jurisdiction over any dispute arising out of or in connection with this EULA. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. If any part of this Agreement is found to be invalid and unenforceable, it will not affect the validity of the rest of the agreement, which shall remain valid and enforceable.