Article 1 （Definitions）
The definitions of terms used in this Agreement are as follows:
1. “Evaluation Software” means Matchlock Corporation (referred to below as “ML”) software products provided by ML to Customer in order for Customer to evaluate ML software （referred to below as ”Software”）.
2. “Purpose” means an evaluation to consider whether or not to officially implement Software at Customer.
3. “License” means storing or transferring Evaluation Software, whole or in part, to a computer, using Evaluation Software on a computer, and the rights to using Documentation.
4. “Documentation” means materials in written form and/or other information regardless of form provided by ML to Customer regarding Evaluation Software that indicate its methods of operation and uses.
5. “Evaluation Period” means the period of time stipulated in Article 4, that Customer is authorized to use Evaluation Software License in accordance with this Agreement.
6. “Designated Location” means the place where Customer may use Evaluation Software and Documentation （referred to below as “Evaluation Software and Documentation”). If Customer designates a third party to evaluate Evaluation Software, Customer shall also mean such third party. Moreover, Customer shall be jointly liable for the actions of such third party and indemnify and hold harmless ML with respect to the actions of such third party.
7. “Management Representative” means the person responsible for managing the use of Evaluation Software in accordance with this Agreement at the Designated Location.

 

Article 2 （License）
ML hereby provides Customer with a non-transferable, non-exclusive, unable to be relicensed License at no cost for the Purpose of using Evaluation Software and Documentation.

 

Article 3 （Limitations of Use）
1. Customer may use Evaluation Software and Documentation in accordance with the Purpose, at the Designated Location, and during the Evaluation Period.
2. Customer shall not transfer, sell, sublease, or otherwise provide Evaluation Software and Documentation, or copies thereof, to any third party without the express prior written consent （not including E-mail or other electronic means） of ML.
3. Customer shall not disclose, transfer, sell, or sublease work product created by using Evaluation Software without the prior written consent of ML. Moreover, when the Evaluation Period ends, Customer shall dispose of all such work product.
4. Customer shall not transfer, modify, reverse engineer, decompile, or disassemble Evaluation Software or otherwise attempt to decipher the source code of Evaluation Software without the express prior written consent of ML. This paragraph also applies to acts conducted through third parties.

 

Article 4 （Evaluation Period）
1. In accordance with this Agreement, the Evaluation Period shall be 1 month from the day Customer consents to this Agreement. However, if Customer breaches this Agreement in any way, ML may, in accordance with this Agreement, immediately discontinue the License of Evaluation Software and terminate this Agreement.
2. When the Evaluation Period ends, Customer shall immediately inform ML of the evaluation results in a form stipulated by ML （including E-mail or other electronic means）. Evaluation Software and Document copyrights, industrial property rights, and interests are the exclusive rights of ML.

 

Article 5 （Support）
ML shall not provide any customer support and/or maintenance services with respect to Evaluation Software （including fixes for bugs and defects）.

 

Article 6 （Warranty）
1. Customer hereby warrants that it consents to this Agreement for a legitimate purpose and objective.
2. Evaluation Software and Documentation are provided as-is. ML makes no representations regarding Evaluation Software and Documentation’s fitness for a particular use, existence of defects, provides no warranty, either express or implied, and shall be indemnified and held harmless from all liability including legal defect liability.

 

Article 7 （Discontinuation of Use）
With respect to disputes or potential disputes arising from infringement rights claims between any third party and ML regarding Evaluation Software and Documentation, ML shall immediately inform Customer to cease and desist using Software and Documentation, and Customer shall unconditionally discontinue using Software and Documentation.

 

Article 8 （Confidentiality）
1. Customer recognizes Evaluation Software and Documentation constitute ML trade secrets that require confidential protection and shall strictly protect these trade secrets. For this purpose, Customer shall take appropriate measures.
2. ML recognizes Customer technical information or business information it obtains due to this Agreement constitute confidential information that requires confidential protection and shall not disclose or divulge to any third party, or use for any other reason other than the Purpose.
3. The obligations described in paragraph 2 of this Article shall not apply to Customer or ML with respect to any of the following information:
(1) The information was already in possession at the time of disclosure.
(2) The information had already reached the public domain.
(3) The information was already public knowledge when disclosed through no fault of the parties.
(4) The information legally disclosed by and received from a third party
(5) The information for which the disclosing party provides prior written consent to exclude it from confidential protection.
(6) The information disclosed was requested by a government body or compelled to be disclosed in accordance with law or regulation. In such cases, the relevant disclosures shall be kept to a minimum and the disclosing party shall notify the non-disclosing party in advance.

 

Article 9 （Indemnification）
If Customer or ML breaches this Agreement, and the non-breaching party incurs damages, the breaching party shall be liable for the damages of the non-breaching party.

 

Article 10 （Return or Disposal）
Regardless of the reason, when License ends in accordance with this Agreement, Customer shall immediately return to ML or dispose of Evaluation Software and Documentation and any copies thereof in a manner indicated by ML and inform ML in writing （including E-mail or other electronic means）.

 

Article 11 （Assignment）
Customer may not assign or transfer its rights or obligations under this Agreement to any third party without the express written consent （not including E-mail or other electronic means） of ML.

 

Article 12 （Cooperation and Jurisdiction）
1. Regarding items not set forth in this Agreement or disagreements arising between the parties, both parties shall in good faith consult with each other to bring the disagreement to an acceptable resolution.
2. Irrespective of the previous paragraph, any dispute arising from this Agreement shall fall under the exclusive jurisdiction of the Tokyo District Court of Japan as the court of first instance.

 

Article 13 （Survival Clause）
Regardless of the reason whatsoever, all the terms and conditions of Article 4, Article 8 through Article 12, and this Article shall survive the term of this Agreement.

 

I hereby consent to the foregoing Evaluation Software License Agreement and all its provisions and agree to use Evaluation Software in accordance with this Agreement.