/****************************************************************************
 *
 * CRI Middleware SDK
 *
 * Copyright (c) CRI Middleware Co., Ltd.
 *
 * Title   : LICENSE AGREEMENT FOR CRI ADX LE
 * File    : CRI_ADX_LE_SDK_License_Agreement_en.txt
 *
 ****************************************************************************/

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LICENSE AGREEMENT FOR CRI ADX LE

  The purpose of this "LICENSE AGREEMENT FOR CRI ADX LE" is to set out the 
terms and conditions under which you (hereinafter "Licensee") may use "CRI
 ADX LE" provided by CRI Middleware Co., Ltd. (hereinafter "CRI").
  By and at the time downloading or installing the ADX LE, you are deemed to 
have understood and agreed all provisions of this Agreement. 
If you cannot all or a part of this Agreement, you do not download, install, 
and use the ADX LE.
  
1. Definitions
  For the purposes of this Agreement, the following terms have the meanings as 
defined below:

(1) "Platform" means a computer hardware platform as well as personal 
  computer running Windows or Mac OS, and a smartphone or a tablet running 
  an Android or iOS.

(2) "ADX LE" means a set of middleware developed and owned by CRI and 
  named "CRI ADX LE". It includes  software development kit (SDK) 
  (including tools, runtime library running on Platform, plug-in, 
  and sample data, which contained in) and related documents and 
  materials provided by CRI hereunder.

(3) "Contents" means  application software, video works, audio works, and 
  other contents that is developed using the ADX LE.

(4) "End user" means a third party who uses the Content developed by Licensee.
  

(5) "Distribute (or distribution) the Content" means, directly or indirectly, 
  paid or free, to deliver, e-deliver via application stores etc., publish, 
  sale and/or otherwise provide a Content regardless in Japan or abroad.

(6) "Affiliate" means an entity controlled by, controlling, or under common 
control with a party to this Agreement, where control means the power, 
directly or indirectly, to direct or cause the direction of an entity's 
management and policies, whether by voting power, contract, or otherwise.

2. License Grants
  Subject that Licensee agrees and complies with the terms and conditions of 
this Agreement, CRI grants to Licensee a non-exclusive, non-transferable, 
limited, free of charge license to:

(1) install, use, and reproduce the ADX LE SDK for the purposes of developing 
  the Contents;

(2) distribute the Content (including to reproduce and distribute runtime 
  library of the ADX LE solely in  object code form and solely as an integrated
  part of the Content); and

(3) install, use, and reproduce the ADX LE SDK for the purposes of trial and 
  evaluation for which Licensee examines whether it obtains CRI ADX license 
  (i.e. a paid middleware license).

3. Paid License Agreement
  Notwithstanding Section 2 above, Licensee needs to enter into Paid License 
Agreement for CRI ADX (i.e. paid software) separate to this Agreement if:
  
(1) an entity, of which the last annual sales exceed 10 million yens (JPY), 
  distributes the Content;

(2) an affiliate of an entity falling under Section 3 (i) above distributes the
  Content;

(3) Licensee distributes the Content via a publishers or agents; or

(4) cumulative sales amount of the Contents (including but not limited to 
  advertising revenue, in-app purchase, subscription sales in the Contents) has
  exceeded 10 million yen (JPY).

When any of previous cases applies, Licensee shall contact to CRI in written 
form or e-mail. Execution of License Agreement for CRI ADX may cause 
Licensee's obligation to pay license fee.

4. Distribution of the Contents
  When distributing the Content, Licensee shall include the following 
indicates and notices in the Contents in a manner and contents which CRI instructs on the website :

(1) copyright notice of the ADX LE by displaying Logo or text; and

(2) notice of End users for restrictions, disclaimers, Copyright, and rights 
  matters regarding the ADX LE.

5. Restrictions
1. Licensee shall not decompile, disassemble, reverse engineer, or do and 
  attempt any other analyzing act the ADX LE, in whole or in part. Except as 
  expressly permitted in Section 2 herein, Licensee shall not copy, modify, 
  reproduce, translate, or otherwise use the ADX LE, in whole or in part.

2. Licensee shall not use the ADX LE for the purpose of analyzing any data 
  included in software developed by third parties.

3. Except for the runtime library integrated in the Content, Licensee shall not 
  distribute, transfer, lent, lease, sell, electronic transfer, public 
  transmission (including but not limited to making it available for 
  transmission via P2P software, FTP, websites, bulletin boards, etc., or 
  storing it on a network accessible by an unspecified number of people) or 
  otherwise provide the ADX LE in whole or in part. 

4. Unless CRI permit in advance, Licensee shall not provide or make third 
  parties to use all or a part of the ADX LE as a part of a service operated by 
  Licensee or a third party.

5. Licensee shall not make a third party to convert any the runtime library of 
  ADX LE integrated in the Contents for development or any other purpose.

6. Licensee shall not use all or a part of the ADX LE for any illegal purpose.

6. Intellectual Property Rights
1. ADX LE is protected by Japanese copyright laws and international copyright 
  conventions and treaties, as well as other intellectual property laws and 
  treaties. ADX LE is licensed, not sold, under this Agreement. As between CRI 
  and Licensee, CRI owns all right, title, and interest, including all 
  intellectual property rights, in and to the ADX LE, any derivative works there
  of (by whomever produced), the CRI Marks, and all other materials provided by 
  CRI hereunder.

2. In the case that CRI corrects, modifies, improves, or otherwise changes ADX 
  LE upon Licensee's opinion in interchange website like BBS, CRI owns all 
  right, title, and interest, including all intellectual property rights, in and
  to such part of ADX LE.

7. Publication of Case Studies
  Licensee shall understand and agree that CRI may disclose information 
regarding the Contents as a case study of ADX LE after release of the Content 
under the following conditions:

(1) CRI may publish the following information regarding the Content on the 
  website operated by CRI without Licensee's consent: title name, Platform, 
  Distribution areas, release date, icons, and otherwise relative information.

(2) When publishing the detailed information or other information such as 
  interview regarding the Contents, CRI shall obtain Licensee's prior consent.

8. DISCLAIMERS; LIMITED LIABILITY ETC.
1.LICENSEE EXPRESSLY AGREES THAT ITS USE OF THE ADX LE SDK AND 
  ALL MATERIALS AND INFORMATION PROVIDED HEREUNDER IS AT LICENSEE'S 
  SOLE RISK. THE ADX LE SDK AND ALL MATERIALS AND INFORMATION PROVIDED 
  HEREUNDER BY CRI ARE PROVIDED "AS IS" WITHOUT WARRANTY OF 
  ANY KIND (INCLUDING BUT NOT LIMITED TO THE MATTER MENTIONED 8.2 HEREIN, 
  MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE). TO THE MAXIMUM EXTENT 
  PERMITTED BY LAW, CRI DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER 
  EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT WITH 
  REGARD TO THE CRIWARE SDK AND ALL MATERIALS OR INFORMATION PROVIDED 
  HEREUNDER BY CRI.

2. CRI DOES NOT WARRANT: 
(1) THAT ADX LE AND ALL RELATED MATERIALS OR INFORMATION PROVIDED HEREUNDER 
  BY CRI DOES NOT INFRINGE ANY THIRD PARTY'S PATENTS, UTILITY MODEL RIGHTS, 
  COPYRIGHTS AND OTHERWISE INTELLECTUAL PROPERTY RIGHTS; AND
(2) THAT USE OF ADX LE OUTSIDE OF JAPAN IS LEGAL UNDER LOCAL LAWS AND 
  REGULATIONS. 

3. If Licensee violate any of provisions herein, Licensee shall indemnify CRI 
  from any and all damage that CRI suffered from such violation. In that 
  case, Licensee shall promptly suspend its use of ADX LE and distribution
  its Contents and discard ADX LE and all copies and components of it 
  according to CRI's demand. After that, this Agreement is automatically 
  terminated.

4. When having distributed the Content, Licensee shall be sole responsible for 
  receipt and handling with any and all inquiries, claims from End users, 
  distribution stores or other third parties.

5. CRI is not responsible to defend, indemnify, or hold harmless the Licensee 
  from any claim, lawsuits and damages caused by use of the ADX LE. Licensee 
  shall be sole responsible for handling to that claim etc. described in 
  Section 8.4 above and shall release and hold harmless CRI from such claim.

6. Licensee will comply with all applicable laws and regulations (including but
  not limited to the export and import control laws and regulations) in its use 
  of ADX LE SDK. Licensee will defend, indemnify, and hold harmless CRI from and
  against all fines, penalties, liabilities, damages, costs, and expenses 
  incurred by CRI as a result of any violation of such laws or regulations by 
  Licensee or any of its agents or employees.

7. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CRI BE LIABLE TO 
  THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY 
  OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, PROCUREMENT OF 
  SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS 
  INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND 
  ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, 
  OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE). THE FACT THAT CRI HAS BEEN 
  ADVISED, OR SHOULD REASONABLY HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH 
  DAMAGES SHALL NOT DEEMED TO NEGATE AFOREMENTIONED LIMITATION OF LIABILITY.
  
9. Spreading 
  The provision of Section 5, 6, and 8 shall extend to an End user. Licensee 
shall inform that to the End user according to Section 4.

10. Consultation, Governing Law, and Jurisdiction
1. In the event of a matter not stipulated or difference or controversy 
  regarding interpretation herein, Licensee and Licensor shall effort 
  to resolve such matters by discussing between both parties in good faith. 
  In the unlikely event of legal dispute, any dispute arising from or 
  relating to this Agreement shall be brought in the Tokyo district court in Japan. 
  
2. This Agreement is governed by and construed in accordance with the laws 
  of Japan. The application of United Nations Convention on Contracts for the 
  International Sales of Goods (1980) to this Agreement is excluded.
3. This Agreement shall be made and entered in Japanese language. In the event 
  of any inconsistency in the interpretation of a provision between the Japanese 
  version and the other language version, the Japanese version shall supersede 
  any other language version. Without inconsistency with the above, 
  the provision that it exists only in the English version shall validly has 
  force and effect for the English version of this Agreement.
  
11. Survivals
  Section 1, 5, 6, 8, 9, 10 and 11 shall survive even after the termination 
of this Agreement.

12. Amendment of Provisions
  Licensee understands and agrees that CRI may, solely and on its discretion, amend 
a provision herein as needed at any time. When amendment, CRI shall announce 
such changes on website etc. and Licensee receipt it.

Enactment Date  July 1, 2024

/*--< end of file>---------------------------------------------------------*/
