Operation Manual

<1. Introduction>
1-5
IM 01C25R51-01E
(4) LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD LICENSOR AND SUPPLIERS
FROM ANY CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS OR
SETTLEMENTS, INCLUDING ALL REASONABLE COSTS AND EXPENSES RELATED
THERETO INCLUDING ATTORNEY’S FEES, DIRECTLY OR INDIRECTLY RESULTING
FROM ANY CLAIM MADE OR POTENTIAL CLAIM BY A THIRD PARTY AGAINST
LICENSOR OR SUPPLIERS ARISING OUT OF ANY ACT OR USE OF LICENSED
SOFTWARE BY LICENSEE.
1.2.5 Term and Termination
(1) This Agreement shall become effective when the Licensee installs, copies or otherwise
commences to use the Licensed Software and remain in full force until and terminate when
(a) Licensor terminates this Agreement according to paragraph 1.2.5 (2); or (b) the Licensee
ceases to use the Licensed Software, whichever comes earlier.
(
2) Licensor shall have the right to immediately terminate this Agreement without any notice to
Licensee, if Licensee breaches any of the terms and conditions hereof.
(
3) Upon termination of this Agreement, Licensee shall immediately, in accordance with
instructions by Licensor, return all copies of the Licensed Software in its possession to
Licensor or its designee and erase all copies of the Licensed Software installed in any
computer hereunder.
(
4) The license fee paid by the Licensee to the Licensor in consideration of the use of the
Licensed Software hereunder shall be non-refundable unless otherwise expressly provided
herein.
(
5) The provisions of the paragraphs 1.2.3, 1.2.4, 1.2.5 and 1.2.6 shall survive any expiration or
termination of this Agreement.
1.2.6 General Provisions
(1) This Agreement shall be governed by and construed in accordance with the laws of Japan.
All disputes, controversies or differences which may arise between the parties hereto, out
o
forinrelationtoorinconnectionwiththisAgreementshallbenallysettledbyarbitration
in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan
C
ommercialArbitrationAssociation.Theawardrenderedbythearbitrator(s)shallbenal
and binding upon the parties hereto.
(
2) This Agreement shall supersede any prior representations, discussions, undertakings,
communications or advertising with respect to the Licensed Software to the extent such
representations, discussions, undertakings, communications or advertising should be
discrepant or inconsistent with this Agreement.
(
3) If any part of this Agreement is found void or unenforceable under any laws or regulations
and Licensor deems it is not reasonable to license without such void or unenforceable part,
Licensor is entitled to modify the terms of this Agreement or terminate this Agreement at its
option without owing any liability to Licensee.
(
4) Licensee agrees that the Licensed Software shall not be shipped, transferred or exported to
any country or used in any manner prohibited by any export administration laws, restrictions
or regulations of Japan, the United States and other countries that may be applicable to the
Licenced Software.