IMPORTANT: CAREFULLY READ THIS AGREEMENT BEFORE USING THE SOFTWARE "Unicage" ("SOFTWARE") PROVIDED BY UNIVERSAL SHELL PROGRAMMING LABORATORY LTD. ("USP"). IF YOU UNDERSTAND AND AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, YOU MAY USE THE SOFTWARE. USING THE SOFTWARE INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, USP IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT USE THE SOFTWARE. SOFTWARE END USER LICENSE AGREEMENT ATTENTION: THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND USP. THIS IS A LICENSE TO USE THE SOFTWARE, NOT A SALE OF THE SOFTWARE. THIS AGREEMENT CONTAINS LIMITATIONS ON WARRANTIES AND LEGAL REMEDIES. AND YOU MAY FURTHER AGREE AND ACKNOWLEDGED THAT INDIVIDUAL AGREEMENTS OR SEPARATE PROVISIONS OR AGREEMENTS REGARDING TO THE SOFTWARE DEGINATED OR SPECIFIED BY USP OR ANY THIRD PARTY MAY FORM PARTS OF THIS AGREEMENT. 1. OWNERSHIP. The Software and documentation provided by USP (collectively "Software") are proprietary to USP. You acknowledge and agree that: (a) the Software is protected under copyright and other laws and international treaty provisions; (b) USP and its licensors retain all copyrights and other intellectual property rights in the Software; (c) there are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by USP; and (d) you acquire no ownership or other interest (other than your license rights explicitly stated in this Agreement) in or to the Software. You agree that you will not, at any time, contest anywhere in the world USP's ownership of the Software, nor will you challenge the validity of USP's rights in the Software. You have no rights hereunder to use any trademark or service mark belonging to USP. 2. LICENSE: The Software is designed and developed for particular services provided by Amazon Web Services, Inc. or its affiliates. USP hereby grants you a non-exclusive, non-transferable limited license to install and use the Software up to the number of licenses you obtain with particular services specified by USP in accordance with the terms and conditions of this Agreement. As otherwise specified the terms and conditions separately, any supplemental software and materials provided to you provided by USP for the Software shall be considered part of the Software and subject to the terms and conditions of this Agreement. The copyright and all other rights to the Software shall remain with USP. 3. UNDER THIS AGREEMENT: 3.1 YOU MAY NOT (a) install and use the Software with the services other than the services specified by USP; (b) make digital copies of the Software except as permitted in this Agreement and make physical copies of the Software; (c) translate, reverse engineer, decompile, or disassemble the Software; (d) modify, adapt, alter, translate, or create derivative works of the Software; (e) rent, lease, assign or transfer the Software; (f) distribute, license, sublicense the Software to any third party; (g) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of USP on the Software; (h) allow third parties to access or use the Software as part of a commercial or non-commercial service or otherwise for the use or benefit of third parties; (i) modify, defeat or circumvent any of the functions or protections of the Software, and notify or distribute information regarding to such modification, defeat or circumvention; or (j) develop computer programs to diminish or decrease the value of the Software to use technical now-how or information of the Software. 3.2 USP may provide the update version Software from time to time at USP's sole discretion. Such update version Software is designed only for use with replacing the original version Software and is subject to the terms and conditions of this Agreement. If you install such update version Software, you may uninstall the original version of the Software and destroy all copies of it. By installing such update version Software, you may maintain continually the most current and active applicable licenses of the original version Software. 4. HIGH RISK ACTIVITIES: The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). USP and/or USP's licensors specifically disclaim any express or implied warranty of fitness for such High Risk Activities. 5. THIRD PARTY SOFTWARE: The Software contains a computer program, computer software, including its code, objects including any images, photographs, templates, animations, video, audio, music, extensions, text and software incorporated into the Software, and electronic documentation developed, distributed and/or licensed by third parties. The terms and conditions associated with such software are expressly stated in the Software, and you must use such software under such terms and conditions. Such terms and conditions are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting such terms and conditions. 6. DISCLAIMER OF WARRANTY: THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. USP, ITS LICENSORS AND PARTNERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USP, ITS LICENSORS AND PARTNERS MAKE NO WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, NOR WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE MAY HAVE LIMITED FUNCTIONALITY, CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE COMPUTER SOFTWARE, HARDWARE, AND SYSTEM FAILURES OR LOSS OF DATA. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. 7. LIMITATION OF LIABILITY: USP'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH USP INCLUDING WITHOUT LIMITATION YOUR USE OF THE SODTWARE IS TO DISCONTINUE YOUR USE OF THE SOFTWARE. UNDER NO CIRCUMSTANCES WILL USP, ITS LICENSORS AND PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE. THESE EXCLUSIONS FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, USP'S, ITS LICENSORS' AND PARTNERS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 8. EXPORT REGULATIONS: You acknowledge and agree that you shall not export, or re-export directly or indirectly, the Software, to any country or person in violation of the laws and regulations of any applicable jurisdiction. 9. TERM AND TERMINATION: 9.1 You may terminate this Agreement for any reason, or for no reason. 9.2 USP may terminate this Agreement if you breach any term of this Agreement. USP will effect such termination by giving you notice of termination, specifying therein the alleged breach. 9.3 Upon the termination of this Agreement, all rights granted under this Agreement will immediately terminate and you must stop all use of the Software. 10. ASSIGNMENT: 10.1 You may not assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets or consolidation). 10.2 USP may assign some or all of USP's rights and obligations under this Agreement without notice to you and this Agreement shall be binding on such assignees, heirs, and/or successors. Any attempted assignment in violation of this Section will be void. 11. GOVERNING LAW AND JURISDICTION: This Agreement will be governed by and construed in accordance with the laws of Japan, except for its conflict of laws principles. In such case, you and USP also agree that the Tokyo Direct Court shall have the exclusive jurisdiction for the first instance over any lawsuit and any other disputes involving you and USP in connection with this Agreement. 12. GENERAL: 12.1 If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 12.2 This Agreement is the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous agreements regarding its subject matter. 12.3 Any amendments of or waivers with respect to this Agreement shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.