Software License Agreement

This Software License Agreement (hereinafter called this "Agreement") is entered into by any customer who uses the Robotic Process Automation Software- "WinActor" related products, software with the expiration date for use (hereinafter called the "Software"), of NTT Advanced Technology Corporation (hereinafter called "NTT-AT") shown in the Appendix (hereinafter called "Customer"), and NTT-AT. If Customer starts to use the Software upon receipt of the license certificate to which this Agreement belongs, or upon confirmation of the terms and conditions of this Agreement when installing the Software, such Customer is considered to have consented to be bound by the provisions hereof at the time of the purchase of the Software license or of the application for the Evaluation License. Therefore, no return or refund shall be accepted thereafter. The Software is protected under the Copyright Act, conventions regarding copyright, and other laws and conventions regarding intellectual property rights. Any copyright and other intellectual property right to the Software belongs to Nippon Telegraph and Telephone Corporation (hereinafter called "NTT") and NTT-AT. The Software shall be allowed to be used only for the object code and shall not distribute or assign any source code pertaining to the Software or any intellectual property right to a source code.
For the sake of clarity, the Software contains any program of a third party to which copyright is not owned by NTT and NTT-AT. Customer may not use such program alone separately from the Software, and this Agreement shall not grant Customer a license to use the same alone.

1. Definitions
(1) "Computer" means the hardware system (physical or hypothetical system) which is capable of implementing the Software. If Customer creates one (1) or more virtual Computers on a physical Computer and uses the Software, each of the virtual Computers and the physical Computer are considered to be separate Computers for the purpose of this Agreement. Whether a physical or a virtual Computer, Customer is granted a license to use only one (1) set of the Software on the Computer. Whether physical or virtual, in the event of use of the Software on multiple Computers, Customer must introduce the Software at least in response to the number of Computers which operate simultaneously.
(2) "License" means the right to use the Software to the extent permitted under this Agreement, that is the "License to Use" the Software.
(3) "License Key" means the random alphanumeric code or others given to the Software if the License id granted. Registration of the License Key in the Software enables the use of the Software. One (1) License Key is granted to each License; provided, however, if the License for modifying or adding any terms and conditions granted hereunder is obtained, such modified or added License is considered to be integrated with the License granted initially to the Software. For the sake of clarity, whether the Computer is identical or not, the Software may not be used simultaneously in excess of the number of Licenses granted by the Company by means of the reproduction or duplication of one (1) License Key.
(4) "Evaluation License" means the License to Use the Software granted to Customer with a certain evaluation period as an upper limit for the purpose of the study of purchase of the Software license. For the sake of clarity, the provisions of this Agreement shall apply to the Evaluation License. However, the provisions of (2), (3), (4) and (6) of "3. Other Terms and Conditions" shall be exempted therefrom.

2. Terms and Conditions of Use
(1) In the event of installation of any software other than that designated by NTT-AT, the Software may not operate properly.
(2) If, other than matters designated by the manual or NTT-AT, Customer changes the settings relating to the OS of the Computer on which the Software is installed or the settings of the start-stop of a variety of services, the Software may not operate properly.
(3) No representation in the Software of the intellectual property rights of NTT-AT or its licensor and supplier may be deleted, altered or covered.
(4) Customer may not establish, assign, lend, or transfer the possession of, a sublicense to a third party with respect to the Software; provided, however, Customer may, on its own responsibility, allow a third party to use the Software for the sole purpose of operating or maintaining the Computer on which the Software is installed. In this case, Customer shall allow such third party to use the same on the same terms and conditions as this Agreement. If such third party causes any damage to NTT-AT in breach of the terms and conditions of use of the Software, Customer shall be liable to compensate for such damage.
(5) Customer may not use the Software for the purpose of arms or relating to arms production, and shall exempt NTT and NTT-AT from liability for any problem arising from such breach.

3. Other Terms and Conditions
(1) Customer may reproduce only one (1) set of the Software for the sole purpose of backups of any data input by Customer; provided, however, whether possessed by Customer or a third party, no reproduction for the purpose of backups shall be used concurrently on any Computer, except in the event of restoration of the backed-up data.
(2) Customer may request the re-issue of the License Key through the distributor where Customer purchased the Software License to transfer control of the Software from the Computer on which Customer installed the Software to any other Computer. In the event of such transfer of control, Customer must delete the Software entirely from the Computer prior to such transfer of control.
(3) The re-issue of the License Key in association with the transfer of control of the Software set forth in 3. (2) shall be allowed up to three (3) times within a one (1)-year time limit in the event of Customer who uses the annual license. Moreover, in the event of Customer who uses the monthly license designating a time limit of thirteen (13) months or more, the License Key shall be issuable additionally once every four months with respect to the expiration date for use exceeding twelve (12) months (e.g. issuable up to four (4) times in the event of the expiration date for use of sixteen (16) months, and up to five (5) times in the event of twenty (20) months). For the sake of clarity, such re-issue shall be free of charge for the prescribed number of times within the expiration date for use of the Software. However, such re-issue shall be for a fee in excess of the prescribed number of times, whether due to Computer failure or otherwise for any reason whatsoever. In addition, the number of times that the License Key is re-usable shall be cleared upon renewal of the expiration date for use and may not be carried over to the expiration date for use on and after renewal.
(4) If Customer uses the Software as an upgrade from the old versions of the Software (hereinafter called the "Old Versions") or as a competitive upgrade from a substitute product, Customer is considered to have duly obtained the License for the product designated by NTT-AT as the product subject to upgrade of, or to competitive upgrade from a substitute for, the Software. For the sake of clarity, unless it is necessary to convert any data in the Old Versions, the Software is installed after the Old Versions are destroyed (uninstalled), and then the Software may be used only to the extent permitted in this Agreement. If the Software is used as an upgrade, the License for the Old Versions shall automatically be extinguished. Therefore, in the event of conversion of the data in the Old Versions, the data shall be promptly converted after installation of the Software, and the Old Versions shall be destroyed (uninstalled) promptly after completion of the conversion.
(5) This Agreement shall not grant Customer a license to use the trademark, trade name or service mark of NTT-AT or other related rights. Any right not specified in this Agreement shall be reserved by NTT-AT. Customer may, in person, create or use a library or scenario file with reference to the sample library provided with the Software. In the event of assignment, lending, distribution, sale, licensing, display or public transmission thereof, or otherwise transfer of possession thereof to a third party in whatever form, or of allowing a third party to use the same, Customer shall obtain prior permission from NTT-AT.
(6) The Software support services shall be supplied by the Software License supplier to Customer until the expiration date for use of the Software subject to the "Terms of Robotic Process Automation Software "WinActor" Support Services" stipulated separately. Customer may thereafter continue to use the Software support services by purchasing the License containing the new expiration date for use. For the sake of clarity, NTT shall not be obligated hereunder to supply Customer with Software support services.
(7) The Software License granted to Customer shall be based on the right to sublicense granted by NTT to NTT-AT. Upon termination of the Agreement between NTT and NTT-AT, all the rights of NTT-AT hereunder shall be transferred to NTT subject to Customer continuing to assume the obligations set forth in this Agreement.

4. Termination of Agreement
(1) If Customer breaches any of the terms and conditions of this Agreement, NTT-AT may promptly terminate this Agreement without any notice.
(2) In the event of termination of this Agreement, Customer shall destroy and completely delete from the storage media of the Computer the Software, component parts, documents, and all the reproductions thereof and may not continue to use the same.
(3) Neither NTT nor NTT-AT shall assume any liability for any damage and loss suffered by Customer and a third party due to unavailability of the Software, in whole or in part, upon termination of this Agreement.

5. Limitation of Warranty
(1) Neither NTT nor NTT-AT warrants Customer and its customers, whether express or implied, that the functions contained in the Software shall meet the requirements of Customer, that the Software shall operate normally, that the Software shall be implemented properly in the combination selected by Customer, the results of use of the Software, or any other matter, or that any defect (including the so-called bugs and structural and other problems) in the Software shall be corrected.
(2) NTT-AT may change or discontinue any function of, and any service incidental to the Software, without the prior permission of Customer. NTT-AT shall not permanently warrant the usage environment equivalent to that of the Software at the time of the execution of this Agreement.
(3) No information or advice, oral or written, by NTT-AT shall make any new warranty or otherwise expand the scope of the warranty in any sense.
(4) If any physical defect is found in the distribution media (recording media, License certificate or other descriptive pamphlet or leaflet) of the Software, NTT-AT shall address the same by making replacement. If Customer returns the same to NTT-AT within five (5) business days from the delivery date, NTT-AT shall replace the same with a new one free of charge, unless such defect is due to abuse or misuse by Customer. In this case, the substitute product supplied shall be selected by NTT-AT, who shall not warrant the same content as the one prior to replacement. In this case, Customer shall return both the Software and any proof of the purchase thereof to NTT-AT. In addition, if such defect is due to willful misconduct or negligence of Customer or a third party, NTT-AT shall not be liable for warranty.
NTT-AT's liability for damages with respect to the Software shall be limited to the amount of fees paid by Customer for the Software for one (1) year prior to the time when such damage occurred, whether in contract, tort, or otherwise regardless of the legal reason for the claim; provided, however, in no event shall NTT-AT be liable to compensate for any loss of data, damage from non-use, lost profit, and incidental, consequential or punitive damage. This warranty provides all warranty of NTT-AT including legal warranty against defects, responsibility for default, and unlawful responsibility.

6. Export Control
(1) Even in the event of temporary export by Customer for its own use, no export shall be allowed to the countries listed in Appended Tables 4 and 3-2 of the Export Order of Japan, without the prior written permission of NTT-AT.
(2) Even if Customer obtains permission from NTT-AT pursuant to 6 (1), Customer must comply with the Foreign Exchange and Foreign Trade Act and all other laws and regulations relating to export both at home and abroad when implementing the export.
(3) Customer must deal with any problems arising from violating this provision at the Customer's own risk and expense, so that NTT and NTT-AT will not be responsible. In addition, Customer must compensate for the damage caused to NTT and NTT-AT due to said violation.

7. Limitation of Liability
(1) Customer hereby confirms and agrees that only Customer shall be liable for all direct and indirect damage (loss of data, Computer system failure, business interruption, and claims or complaints from a third party) and risks incurred based on the use of the Software and of services incidental to the Software. For the sake of clarity, the use of the Software and of services incidental to the Software shall include non-supply by NTT-AT of modification programs for correcting any defect in the Software, or if supplied, non-application or application by Customer of such programs, and non-supply by NTT-AT of services, or if supplied, non-use or use thereof by Customer.
(2) Whether in tort or contract, or otherwise irrespective of the legal basis, in no event shall NTT, NTT-AT, the Software supplier, reseller, or each information content provider be liable to Customer and any other third party for all direct, indirect, special, incidental or consequential losses or damage including, without limitation, the loss of business value, discontinuation of business, damage due to Computer failure, and all other commercial damage and losses. In addition, neither NTT nor NTT-AT shall be liable for any claim or complaint of a third party.
 
8. Confidentiality and Prohibition of Unauthorized Use of Information
Whether intentionally or negligently, or whether before or after the termination of this Agreement, in no event shall Customer disclose or divulge to a third party any information concerning the Software and the License Key made available in this Agreement. In addition, Customer may neither in person nor allow a third party to:
(1) reproduce the Software, in whole or in part, on any terms and conditions other than provided for herein;
(2) alter or adapt the Software or any manual, release note, other document or instrument, in whole or in part, concerning the Software;
(3) perform any act including, without limitation, disassembling, decompiling or reverse-engineering of the Software or obtain the source code of the Software through such act;
(4) install the Software, in whole or in part, in any other software without the prior written permission of NTT-AT;
(5) delete or alter any representation concerning the intellectual property rights to the Software;
(6) make unauthorized use of the License Key; or
(7) otherwise use the Software beyond the extent permitted by NTT-AT.

9. Copyright and Other Rights
(1) Copyright and all other intellectual property rights to the Software (all including HTML and GUI program portions and each screen-displayed portions), and to sample libraries, manuals, release notes, papers, drawings, documents and instruments concerning the Software (hereinafter called the "Intellectual Property Rights") shall belong to NTT, NTT-AT and any third party who reserves such rights.
(2) The Intellectual Property Rights shall be protected by the Copyright Act and other laws and conventions concerning intellectual property rights. Therefore, Customer must manage the Software and related papers, drawings, documents and instruments with due care of a prudent manager and handle the same as is the case with any other work possessed and managed by Customer.
(3) Any intellectual property right to each content accessed from, and represented and used through, the Software shall be the property of each information content provider and protected by the Copyright Act and other laws and conventions regarding intellectual property rights.

10. Handling of Personal Information
NTT-AT shall handle personal information subject to the following regulations:
http://www.ntt-at.com/guide/personal.html

11. Governing Law and Miscellaneous Provisions
(1) This Agreement shall be governed by the laws of Japan without regard to the principles of conflict of laws.
(2) All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The arbitration shall be conducted in English language and the parties agree that decision of the arbitrator(s) shall be final and binding.

12. Other
If a License Agreement containing provisions different from those of this Agreement, and terms and conditions, are attached to the Software obtained by Customer, this License Agreement shall prevail with respect to the use of the Software by Customer, except as otherwise specified by NTT-AT to be caused to be different from this Agreement. This Agreement constitutes the entire and only agreement between the parties with respect to the license and may be modified only in writing signed or sealed by the parties. In addition, no terms and conditions contained in the purchase order prepared by any distributor of the Software for Customer shall be in effect against this Agreement or exert any influence on the terms and conditions hereof.

13. Operating Precautions
In the event of use of the Software, Customer is requested to take care of the following items:
(1) The Software has the functions of recording and saving the operation of users by its nature. Therefore, according to the operation recorded, it is possible to record and save personal and other information. Please handle the same with enough care.
(2)The Software has the function of automatically implementing terminal operation. Customer is requested not to use the same for any act that runs counter to a public policy including, without limitation, a behavior that automatically disturbs a third party.
(3) If the Software is in operation differently from in recorded operation during its automatic execution, Customer is requested to immediately suspend the Software.
*In the event of an application containing a tab or an application of which number and position of control dynamically change, the Software is likely to fail to operate properly.
(4) If a user works a keyboard or manipulates a mouse during the automatic Software execution, operation by the Software and by the user shall be input into the system simultaneously. Take enough care since unexpected operation and results of processing are likely to be caused as a result.
(5) The Software is likely to input and output data in and from the system subject to automatic operation at a speed beyond expectation. In such a case, a great burden is likely to be placed on the system subject to automatic operation. During the creation and implementation of an automatic operational scenario, please use the system within the scope of the performance of the network, program and hardware.
(6) (i)When the management Software licensed or licensed for sale by NTT-AT for the Software is operated, the Software will collect the following information.
     A)The product ID and version of the Software
     B)The installation path of the Software
     C)The status of the Software (during scenario execution, record, termination, etc.)
     D)The IP address of the computer on which the Software runs
     E)The account name logged in the computer on which the Software runs
     F)The PC name of the computer operating the Software
     G)The locale and time zone of the computer on which the Software runs
     H)The Windows edition of the computer on which the Software runs
     I)The resolution of the appearance of the computer display on which the Software runs
   (ii) In addition to the information described in above item (i), the Software will also collect the following information according to the settings of the management software. Although it is possible to operate the Software without this collection, some functions of the Software may be unusable.
     A)Images of screen capture at times of execution errors (of the computer on which the Software runs). Please note that the images may contain information of other kinds of software running on the computer.
     B)The scenario file name executed and its hash values.
     C)The setting information for the Software which the customer has set.
     D)The list of nodes of the scenario executed with the Software.

[Supplementary Provisions]
Established in 1st January, 2019

[Appendix]
A list of Products Subject to Software

Robotic Process Automation Software "WinActor" Professional Edition
Robotic Process Automation Software "WinActor" Agent Option
Robotic Process Automation Software "WinActor" Agent Option for Manager
Robotic Process Automation Software "WinActor" Trial version

*including the upgrade and update versions of the above products