[Important] This SDK License Agreement (the "Agreement") is a legally binding agreement by and between the individual or entity (“Licensee”) who will use the software development kit specified below (the “SDK”) and Soliton Systems K.K. ("Soliton") concerning the use of the SDK. By proceeding to download, install or use the SDK, Licensee is deemed to have agreed to be bound by the terms and conditions of this Agreement. If Licensee does not agree to the terms and conditions of this Agreement, please do not download, install or use the SDK. Pursuant to the provisions of Article 548-4 of the Civil Code of Japan concerning amendment to standardized contracts, Soliton may amend this Agreement without Licensee 's consent by notifying its intent to amend this Agreement, the details of the amendments, and the effective date of the amendment on Soliton's website, via email to Licensee, or in any other manner. Licensee is deemed to have agreed to the amended terms if Licensee uses the SDK after the effective date of the amendment. The most current version of this Agreement is available at https://www.soliton.co.jp/eula/ .. SDK: Zao SDK (including the software library, sample source code and related documentation (including Zao SDK Quick Start Guide, API Manual and Zao SDK Manual)) ################################################################## Article 1. License Granted 1. (i) (ii) (iii) (iv) 2. (i) (ii) (iii) Article 2. 1. Subject to the terms and conditions of this Agreement, Soliton hereby grants Licensee a non-exclusive license to: install, use and make copies of the SDK and the Modified Source Code (as defined below) solely for test and development of Licensee’s products; modify and create derivative works of the sample source code, which is delivered as part of the SDK (the “Sample Source Code”). Such derivative works are referred to as “Modified Source Code”; compile the Sample Source Code or the Modified Source Code to incorporate it into its own products in object code format, and distribute such products to third parties; provided that the terms under which Licensee distributes its products must be consistent with the terms of this Agreement; and redistribute the Sample Source Code to third parties; provided that Licensee shall comply with its obligations set forth in Article 1, Paragraph 3 below. To redistribute the Sample Source Code to third parties pursuant to Paragraph 1, Item (iv) above, Licensee shall comply with the following obligations: Licensee shall not charge or receive any fees or compensations for or in relation to such redistribution; Prior to or upon redistribution, Licensee shall notify the person and entity to which the Sample Source Code is distributed that the use of the Sample Source Code is subject to the terms and conditions of this Agreement; and Licensee shall not remove, delete or alter any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided in the Sample Source Code. Intellectual Property Rights Soliton and its licensors reserve all rights, title and interest in and to the SDK, including all copyrights and other intellectual property rights therein. The SDK is protected by copyright law, international copyright treaty, and all other applicable laws and treaties concerning intellectual property rights. 2. No rights shall be transferred or granted to Licensee except for the rights expressly granted under this Agreement. Article 3. Prohibited Uses Licensee shall not: (i) (ii) (iii) (iv) Article 4 . use, copy, distribute or otherwise exploit the SDK in any manner not expressly permitted under this Agreement; unless otherwise expressly permitted under this Agreement, modify, reverse-engineering, disassembling, or any other act similar to the foregoing, of the SDK; remove, delete or alter any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices on the SDK; or directly or indirectly export the SDK in violation of the terms of this Agreement. Third Party Software The SDK may in part contain third-party software, including open-source software. In the event of any conflict or discrepancy between the terms of this Agreement and any applicable law or the terms of license agreements appliable to such third-party software, such applicable laws and/or the terms of such third-party software shall prevail to the extent related to the relevant third-party software. Article 6. Disclaimer; Limitation of Liability THE SDK (INCLUDING RELEVANT DOCUMENTATION) IS PROVIDED TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOLITON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SDK, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SOLITON BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY ORDINARY, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE DAMAGES, OR LOST PROFITS, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SDK, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SOLITON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SOLITON’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SDK EXCEED ONE THOUSAND JAPANESE YEN. Article 6. Exclusion of Anti-Social Forces Licensee represents, warrants and covenants that Licensee, its parent company, its affiliated companies, any of their executive officers, directors and personnel in a position equivalent thereto), employees, and major equity holders have not fallen or will not fall under any of the following categories through (1) to (6) (such person or group referred to collectively as the "Anti-Social Forces"), and will not conduct any of the following actions through (7) to (11): (1) an organized crime group; (2) a member of an organized crime group; (3) a quasi-member of an organized crime group; (4) a related company or association of an organized crime group; (5) a corporate racketeer; or (6) other equivalent person of any category above (1) to (5). (7) a demand with violence; (8) an unreasonable demand beyond its legal entitlement; (9) use of intimidating words or actions in relation to transactions; (10) an action to defame the reputation or interfere with the business of Soliton or Soliton’s affiliated companies by spreading rumor, using fraudulent means or resorting to force; or (11) other equivalent actions of above (7) to (10). Article 7. Confidential Information "Confidential Information" means any non-public business or technical information of Soliton or its licensors including, without limitation, any information relating to Soliton's or its licensors' trade secrets or know-how that is designated as "confidential," either orally or in writing, or that Licensee knows or should know is considered confidential or proprietary by Soliton or its licensors. Licensee agrees to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by Soliton or its licensors in writing. Licensee shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Agreement by Licensee; (ii) is independently developed by Licensee without reference to any Confidential Information; or (iii) is rightfully disclosed to Licensee by a third party without any restriction on disclosure. Article 8. Trademarks Licensee acknowledges and agrees that the name “ Soliton” and other related logos and designs ("Soliton Marks”) are the exclusive trademarks of Soliton, registered in Japan and elsewhere, and that Licensee shall not use or reproduce the Soliton Marks without first obtaining a trademark license from Soliton or unless otherwise expressly permitted under this Agreement. All other trademarks and service marks referenced in the SDK or Soliton’s websites are the exclusive property of their respective owners, and all rights, title and interests therein or thereto are reserved by their respective owners. Article 9. High-Risk Use Licensee hereby acknowledges that the SDK is not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction could reasonably be expected to result in personal injury, death or damage to property, environment or business. Without limiting the foregoing, the SDK shall not be used in connection with any life support system. SOLITON AND ITS LICENSORS HEREBY EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. Licensee agrees to hold Soliton and its officers, directors, employees, affiliates and licensors harmless from any claims or losses resulting from any of the foregoing uses of the SDK. Article 10. Miscellaneous This Agreement comes into effect when Licensee downloads, installs or uses the SDK or otherwise expressly agrees to the terms of this Agreement. This agreement shall be effective until Licensee ceases to use the SDK and permanently erase all copies of the SDK or Soliton terminates this Agreement pursuant to Paragraph 3 below. Soliton may, at its discretion, audit Licensee’s use of the SDK to ensure Licensee’s compliance with this Agreement. Licensee shall provide reasonable and necessary assistance for such audit and promptly furnish Soliton with information it reasonably requests. In the event that Licensee breaches any of the terms of this Agreement, Soliton may terminate this Agreement immediately without any notice of breach to Licensee. In such case, Licensee shall, at Soliton’s option, uninstall and permanently erase the SDK and all copies thereof. Licensee acknowledges that the Software, including the relevant documentation and technical data, may be subject to the export control laws of Japan and any other applicable export control laws. Licensee shall comply with all such export control laws. Soliton is entitled to make claim to Licensee for compensation for damages it incurs due to Licensee’s breach of this Agreement. Soliton shall not be responsible or liable for any loss, damages, costs or expenses which may be incurred by Licensee and/or third party in relation to termination of this Agreement for any reason. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected. (If Licensee is domiciled in Japan) If any dispute out of or related to this Agreement may not be resolved amicably by two parties, the Tokyo District Court shall be the court of exclusive jurisdiction of the first instance. (If Licensee is domiciled outside of Japan) All disputes, controversies or differences arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan. The arbitral proceedings shall be conducted in English. This Agreement is governed by and construed in accordance with the laws of Japan.