User License Agreement - Cybozu,Inc.
User License Agreement - Cybozu,Inc.
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Cybozu (R) Share360 (R) Cybozu (R) Share360 (R) Sync for Palm OS (R)
and Share360 (R) Sync for Pocket PC
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Please read this User License Agreement carefully before using the
Share360(TM) Cybozu Software.
By using the Cybozu Software, you are agreeing to be bound by the
terms of this Agreement. If you do not agree to the terms set forth
below, you are not authorized to use the Cybozu Software.
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SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made between
Cybozu, Inc., 1-4-14 Koraku Mori Bldg, Koraku, Bunkyo-ku Tokyo Japan,
("Company") and any person ("User") who completes
the registration process and downloads Company's Software.
BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR
INSTALLING ANY PART OF THE SOFTWARE, USER EXPRESSLY AGREES TO
AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT,
THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, COMPANY
WILL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS,
USE OR INSTALL ANY PART OF THE SOFTWARE.
| 1. Definitions | ||
| 1.1 | Software. The term "Software" shall mean one copy of any Cybozu computer program such as Cybozu Share360 version 2 or any of the individual modules sold by Company, including Cybozu Web server, user manuals and any fixes, enhancements, updates, or modifications to that computer program. | |
| 1.2 | Registered Users. The term "Registered Users" shall mean employees, contractors, or agents directly working for User on User's behalf and being registered in Cybozu Software. | |
| 1.3 | Non-Registered Users. The term "Non-Registered Users" shall mean employees, contractors, or agents directly working for User on User's behalf and not being registered in Cybozu Software. | |
| 1.4 | Server Computer(s). The term "Server Computer(s)" shall mean computer(s) where Cybozu Software will be installed and will be operated. | |
| 2. License and limitations | ||
| 2.1 | Grant of License. In exchange for User's payment to Company of an agreed fee, Company grants User, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. | |
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2.2 |
Restrictions on Use. User agrees to use the Software only for User's own business by User's Registered Users with limited access permissions, as set forth in Cybozu Software. User shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Software without Company's prior, written consent. | |
| 2.3 | Copies. (Software excluding Share360 (R) Sync for Palm OS (R) and Share360 (R) Sync for Pocket PC) A separate license must be purchased for each server computer that will run the Software. User, solely to enable it to use the Software, may make one archival copy of the Software, provided that the copy shall include Company's copyright and any other proprietary notices. The Software delivered by Company to User and the archival copy shall be stored at User's designated Site. User shall have no other right to copy the Software, in whole or in part, except one (1) copy for the backup purpose only. The backup copy shall not be installed nor used on any Server Computer while the primary copy of the Software is being used. The Software may be moved from one Server Computer to another as long as the Software is first uninstalled from the former Server Computer. When an upgraded/updated software is installed, the older version must first be uninstalled from the Server Computer. Any copy of the Software made by User is the exclusive property of Company. |
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| 2.4 | Copies. (For Share360 (R) Sync for Palm OS (R) and Share360 (R) Sync for Pocket PC Software) A separate license must be purchased for each User that will run the Software. User, solely to enable it to use the Software, may make one archival copy of the Software, provided that the copy shall include Company's copyright and any other proprietary notices. User shall have no other right to copy the Software, in whole or in part, except one (1) copy for the backup purpose only. The backup copy shall not be installed nor used on any computer while the primary copy of the Software is being used. The Software may be moved from one computer to another as long as the Software is first uninstalled from the former computer. When an upgraded/updated software is installed, the older version must first be uninstalled from the computer. Any copy of the Software made by User is the exclusive property of Company. |
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| 2.5 | Modifications, Reverse Engineering, Derivative works. User agrees that only Company shall have the right to alter, maintain, enhance or otherwise modify the Software. User shall not translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or related documentation. | |
| 2.6 | Title. User and Company agree that Company owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other odifications, including custom modifications, to the Software or to Software documentation, whether made by Company or any third party. | |
| 2.7 | Transfers. Under no circumstances shall User sell, license, publish, display, distribute, or otherwise transfer to a third party the Software, Software documentation, or any copy thereof, in whole or in part, without Company's prior written consent. | |
| 2.8 | Material Terms and Conditions. User specifically agrees that each of the terms and conditions of this Section 2 are material and that failure of User to comply with these terms and conditions shall constitute sufficient cause for Company to terminate this Agreement. The presence of this Subsection 2.7 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party. |
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| 2.9 | Equipment. User shall be solely responsible for providing, maintaining and ensuring compatibility with the Software, all hardware, software, electrical and other physical requirements for User's use of the Software, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Software. | |
| 2.10 | Security. User shall be solely responsible for the security, confidentiality and integrity of the content that User receives, transmits through or stores with the Software. User shall be solely responsible for any authorized or unauthorized access to User's software by any person. User agrees to bear all responsibility for the confidentiality of User's passwords and all unauthorized access to Software with User's passwords. | |
3. User Representations |
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| User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Company is truthful, accurate and complete; (c) User is the authorized signatory of the credit or charge card provided to Company to pay for the Software License; (d) User shall comply with all terms and conditions of this Agreement, (e) User has provided and will provide accurate and complete registration information, including, without limitation, User's legal name, address and telephone number. | ||
4. Confidential Information |
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| User agrees that the Software and Software documentation contain proprietary information, including trade secrets, know-how and confidential information, that is the exclusive property of Company. During the period this Agreement is in effect and at all times after its termination, User and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by this Agreement. User shall not disclose any such proprietary information concerning or relating to the Software, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee of user without the prior written consent of Company. |
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| 5. Disclaimer of Warranties | ||
| THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER'S SOLE RISK. COMPANY DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SOFTWARE. | ||
| 6. Limitation of Liability | ||
| UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, OR THE SOFTWARE GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE SOFTWARE, ANY CHANGES TO OR INACCESSIBILITY OF THE SOFTWARE, COMPUTER DELAYS, COMPUTER FAILURE, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COMPANY. IF USER IS IN ANY WAY DISSATISFIED WITH THE SOFTWARE USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6. | ||
| 7. Termination | ||
| This Agreement and the license granted hereunder automatically terminates upon User's breach of any provision or condition of this Agreement. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to terminate this Agreement and the license granted hereunder. Upon termination, User must uninstall and destroy the Software and any copies thereof, and destroy any Software documentation and any copies thereof. | ||
| 8. Governing law, forum, and form of proceedings | ||
| 8.1 | Law.This Agreement is made in and shall be governed by the laws of Japan without reference to conflicts of laws. | |
| 8.2 | Jurisdiction and Venue. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the Tokyo District Court of Japan. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the Tokyo District Court of Japan. | |
| 8.3 | Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the Tokyo District Court of Japan. | |
| 8.4 | Attorney's Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. | |
9. General Provisions |
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| 9.1 | Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. | |
| 9.2 | Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties. | |
| 9.3 | Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. | |
| 9.4 | Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. | |
| 9.5 | Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. | |
USER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS & CONDITIONS OF THIS AGREEMENT.
SOFTWARE LICENSE AGREEMENT