日本語
English
中文

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 home-use videogame console, a personal computer running Windows or macOS, a smartphone Android or iOS, and a tablet running on any of the foregoing operating systems.
  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 

  1. 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).
  2. Licensee shall, at its own liability and cost, obtain any licenses required from the provider of such platform for the development, manufacture, sale, or provision of contents prior to engaging in such use.

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).
  5. 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 thereof (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
Last Update 10/19/2025