KOMA End User License Agreement

Article 1 (Purpose)

This End User License Agreement (this "Agreement") sets forth the terms and conditions under which Kotetsu Inc. (the "Company") licenses to users the right to use the software "KOMA" (the "Software") provided by the Company.

By installing the Software on a device used by the user or by using the Software, the user is deemed to have accepted the terms of, and entered into, this Agreement.

Article 2 (Definitions)

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Software" means the software "KOMA" provided by the Company, including the plug-ins and the accompanying application, together with any Updates, manuals, and other related materials provided by the Company.
"User" means any individual or legal entity that enters into this Agreement and uses the Software in accordance with this Agreement.
"License" means the non-exclusive and non-transferable right to use the Software granted by the Company to the User in accordance with the terms and conditions of this Agreement.
"Free License" means a License granted by the Company to use the free version of the Software.
"Paid License" means a License granted by the Company to use the paid version of the Software.
"Host Application" means a video editing application or other application provided by a third party that loads and runs those parts of the Software provided as plug-ins.
"Update" means any program provided by the Company for the Software that implements additions or modifications to features, bug fixes, security measures, or other changes.

Article 3 (License Grant)

The Company grants the User a License subject to the terms and conditions of this Agreement.
If the User holds a Paid License, the User may install the Software on up to two (2) computers used by the User for each Paid License. The User may, by the means provided by the Company, deactivate the license on a computer on which it has been activated and move the activation to another computer.

Article 4 (Ownership of Rights)

All copyrights and other intellectual property rights relating to the Software (collectively, "Intellectual Property Rights") are owned by the Company. This Agreement grants the User only the right to use the Software and does not transfer any Intellectual Property Rights in the Software from the Company to the User.

Article 5 (Prohibited Conduct)

The User shall not engage in any of the following conduct in connection with the use of the Software (collectively, the "Prohibited Conduct"):

transferring, lending, sublicensing, or otherwise allowing any third party to use the Software or the License;
sharing with any third party, lending, transferring, reselling, or publicly disclosing any license key or other information required for license authentication;
except to the extent permitted by applicable law, reverse engineering, decompiling, disassembling, or otherwise analyzing or attempting to analyze the source code, structure, or operating principles of the Software;
circumventing or disabling, or attempting to circumvent or disable, any license authentication mechanism or other technological protection measure implemented in the Software, including the Watermark described in Article 6.2;
circumventing or attempting to circumvent the number of Licenses, the number of devices on which the Software may be used, or any other conditions of use specified by the Company;
using the Software for any activity that violates applicable laws or public policy, or that infringes or is likely to infringe the rights or interests of the Company or any third party; or
engaging in any other activity relating to the Software that the Company reasonably determines to be inappropriate.

If the Company becomes aware that the User has engaged in any Prohibited Conduct, the Company may, without prior notice or demand, terminate this Agreement and suspend the User's use of the Software. The Company shall not be liable for any damages incurred by the User as a result of such termination or suspension.

Article 6 (Specifications of the Software)

The Software consists of plug-ins that run within Host Applications and an accompanying application. The Software alters the appearance of images and does not delete, overwrite, or modify the User's source material.
Where the Software is used under a Free License, an identifying mark (the "Watermark") is superimposed on the images the Software outputs. Where a Paid License has been activated, no Watermark is superimposed.
Where a Paid License has a defined term and that term expires, the Software continues to operate, but the images it outputs carry the Watermark. Expiry of the term does not restrict the use of any work already produced with the Software before that expiry.
The operation of the Software is affected by the specifications, version, and settings of the Host Application, and by the User's operating environment, including the GPU, GPU driver, operating system, and other third-party software. The Company shall not be liable where all or part of the Software ceases to operate as a result of changes to, or discontinuation of, a Host Application, or any other cause beyond the Company's control.
The Company makes no warranty whatsoever regarding operation within any Host Application other than those for which the Company has stated support.

Article 7 (Disclaimer of Warranties)

To the maximum extent permitted by applicable law, the Company makes no warranties with respect to the Software, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, usefulness, accuracy, completeness, continuity, security, or otherwise.
The Company does not warrant that the Software will be free from errors, bugs, or other defects, that the Software will operate without interruption, or that the Software will operate properly in all operating environments.
If any defect or other issue is discovered in the Software, the Company will endeavor to correct or improve it, but shall have no obligation to do so.
The User acknowledges that the Software may be affected by the User's operating environment, devices, Host Applications, operating system, or other third-party software.

Article 8 (Updates)

The Company may, at its sole discretion, provide Updates for the purpose of adding or improving features, correcting defects, implementing security measures, or making other changes to the Software.
Except to the extent required by applicable law, the Company shall have no obligation to provide any Updates and does not warrant that it will correct any particular defect, add or improve any particular feature, or support any particular operating environment.
The Company shall not be liable for any defect or other damage arising from the User's failure to apply an Update, except where such defect or damage is caused by the Company's willful misconduct or gross negligence.

Article 9 (Support)

If the User discovers any defect, bug, or other issue with the Software, the User may notify the Company in the manner specified by the Company.
Upon receiving a notice under the preceding paragraph, the Company will review the reported issue and, as necessary, endeavor to address it by providing a corrected version or an Update, or by any other method the Company deems appropriate ("Support").
In order to receive Support, the User shall, if requested by the Company, provide the name and version of the Host Application in use, details of the operating environment, and any other information specified by the Company. If the User fails to provide such information, the Company may be unable to provide all or part of the Support.
In providing Support, the Company may require the User to use the Software with the latest Update applied.
The Company may, at its sole discretion, determine the nature, method, and timing of the responses set forth in the preceding paragraphs and the manner in which Support is provided.

Article 10 (Limitation of Liability)

Except in cases of the Company's willful misconduct or gross negligence, the Company shall not be liable for any damages incurred by the User arising out of or in connection with the use of, or inability to use, the Software. Where the Company is liable to the User for damages, such liability shall be limited to direct and ordinary damages actually incurred by the User and shall not include lost profits, indirect damages, or other special damages.
Where the User uses the Software for business purposes and the Company is liable for damages under this Agreement, the Company's aggregate liability shall not exceed the total amount actually paid by the User to the Company for the applicable License.
Nothing in this Article shall limit any rights or remedies available to the User under applicable mandatory laws.

Article 11 (Term and Termination)

This Agreement shall become effective when the User accepts the terms of this Agreement and shall remain in effect for as long as the User continues to use the Software pursuant to this Agreement, unless otherwise provided herein.
If the User breaches any provision of this Agreement or if there are other reasonable grounds that make it difficult for the Company to continue this Agreement, the Company may terminate this Agreement without prior notice or demand to the User.
Upon termination of this Agreement, the User shall immediately cease using the Software and delete the Software, including all copies thereof.

Article 12 (Discontinuation of the Software)

The Company may, for business, technical, or other reasons, discontinue all or part of the Software, including Updates, technical support, downloads, or other related services.
Except to the extent required by applicable law, the Company shall have no obligation to continue providing Updates, Support, or any other services relating to the Software.
Even after the discontinuation of the Software, the User may continue to use the Software that has already been duly activated. However, the Company does not warrant compatibility with any new operating environment or the continued use of the Software.
Except in cases of the Company's willful misconduct or gross negligence, the Company shall not be liable for any damages incurred by the User as a result of the discontinuation of the Software under this Article.

Article 13 (Exclusion of Anti-Social Forces)

The User represents and warrants that the User is not, and has not in the past been, a member of, affiliated with, or otherwise associated with any organized crime group, any member or affiliate thereof, or any other criminal or anti-social organization or group.
If the User breaches the preceding paragraph, the Company may immediately terminate this Agreement without prior notice or demand.

Article 14 (Amendments to this Agreement)

The Company may amend this Agreement without obtaining the User's individual consent if the Company determines that such amendment is necessary.
If the Company determines that it is necessary, the Company may require the User to consent to the amended Agreement. If the User does not provide such consent, the User may be unable to use all or part of the Software.

Article 15 (Severability)

If any provision of this Agreement, in whole or in part, is held to be invalid or unlawful, such invalidity or unlawfulness shall not affect the validity, interpretation, or application of any other provision of this Agreement, and the remaining provisions shall remain lawful, valid, and in full force and effect.

Article 16 (Governing Law)

This Agreement shall be governed by and construed in accordance with the laws of Japan. Notwithstanding the foregoing, nothing in this Agreement shall deprive the User of any protection afforded to the User by any mandatory provisions of applicable law that cannot be derogated from by agreement.

Article 17 (Jurisdiction)

Any dispute arising out of or in connection with this Agreement between the User and the Company shall be subject to the exclusive jurisdiction of the district court having jurisdiction over the location of the Company's head office as the court of first instance.

Article 18 (Governing Language)

This Agreement is based on the Japanese version of the End User License Agreement. In the event of any inconsistency or conflict between this Agreement and the Japanese version, the Japanese version shall prevail.

Article 19 (Survival)

Article 4 (Ownership of Rights), Article 7 (Disclaimer of Warranties), Article 10 (Limitation of Liability), Article 11.3 (Term and Termination), Article 12.4 (Discontinuation of the Software), Article 15 (Severability), Article 16 (Governing Law), Article 17 (Jurisdiction), Article 18 (Governing Language), and this Article shall survive the termination of this Agreement and remain in full force and effect.

KOMA