VisionPose License Agreement

• “Development License” means a license to use the Software for the purpose of developing the VisionPose Application.
• “Development Product Key” means the necessary license key to enable Licensee to use the Software for the purpose of developing VisionPose Application. One Development Product Key shall be provided by NEXT-SYSTEM for one Development License. Licensee will register the Development Product Key on the Software for the use of the Software.
• “Distribution License” means a license to use the Software solely for the purpose of copying, distributing, installing and activating the Software as part of the VisionPose Application.
• “Distribution Product Key” means the necessary license key to install and activate the Software as part of the VisionPose Application developed by Licensee. One Distribution License and one Distribution Product Key shall be necessary for activating one VisionPose Application installed on one computer.
• “Documentation” means specifications, operating manuals, instructions, and any other documents in printed and electronic media provided to Licensee pertaining to the Software.
• “End User” means a prospective or actual end user of a VisionPose Application.
• “Software” means the software, and all of its components in the form of executable code, developed and identified by NEXT-SYSTEM as “VisionPose SDK” and that will be used by Licensee to develop, use and/ or distribute and license a VisionPose Application.
• “Third Party Software” means the software components of a third party provided under the terms of the licenses identified in Exhibit A.
• “Trademarks” means all trademarks, trade names, service marks, and logos owned by NEXT-SYSTEM and all other trademarks, trade names, service marks and logos identifying or used in connection with the Software, whether or not registered.
• “Trial License” means a limited license, on a temporary basis, to evaluate the Software for evaluation purposes only in accordance with the terms and conditions of this Agreement.
• “Trial Product Key” means the necessary license key to enable Licensee to evaluate the Software.
• “VisionPose Application” means application software that combines the Software or any components thereof only with some other computer program independently developed or procured by Licensee.

• Grant of License

  • Subject to the terms and conditions set forth in this Agreement, NEXT-SYSTEM hereby grants to the Licensee a non-exclusive and nontransferable license:

    • to use the Software and the Documentation in support of Licensee’s authorized use of the Software to develop a VisionPose Application (“Development License”). NEXT-SYSTEM shall provide to Licensee one Development Product Key for one Development License to enable Licensee to use the Software on one computer.
    • to copy, distribute, install and activate the Software as part of the VisionPose Application developed by Licensee on the computer (“Distribution License”); provided however, that only Licensee who has obtained Development License can obtain Distribution License and Distribution Product Key. One Distribution License and one Distribution Product Key shall be necessary for activating one VisionPose Application installed on one computer.
    • to evaluate the Software for the sole purpose of determining whether Licensee desires to obtain a Development License (“Trial License”). Trial License and a Trial Product Key shall be necessary to perform a free trial of the Software on a temporary basis.
  • Licensee acknowledges and agrees that Licensee has no right under this Agreement to, and shall not, grant or purport to grant licenses or sublicenses to all or any portion of the Software. Any such license or sub-license is null and void.
• Ownership and Reservation of Rights

  All rights not specifically granted to Licensee under this Agreement are reserved by NEXT-SYSTEM. Except as expressly set forth in this Agreement, NEXT-SYSTEM will not convey any intellectual property rights regarding the Software, any portions or components thereof, and/ or any related Documentation or material provided to Licensee. Except for the licenses granted to Licensee hereunder, Licensee acknowledges that NEXT-SYSTEM owns and shall retain all proprietary rights, including all Trademarks, patent, copyright, trade secret, other intellectual property rights and interests in and to the Software and components thereof, including without limitation any maintenance or enhancements. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Software or any parts of it, but only a right of limited use under the terms and conditions of this Agreement. The Software is protected by copyright and other intellectual property laws and international treaties.

• Compliance with Third Party Software Licenses

  The Software contains Third Party Software. Licensee is responsible for fulfilling all obligations of Third Party Software licenses identified in Exhibit A when using and/ or distributing and licensing the VisionPose Application. If and to the extent Licensee uses any open source, free or other third party software as part of the VisionPose Application, Licensee acknowledges that Licensee is responsible for fulfilling all obligations of those software licenses.

• Copyright Notice

  As a condition of the rights granted under this Agreement, Licensee shall include in each VisionPose Application, including in Licensee’s End User license agreement, in written Documentation and in the “About Box” of VisionPose Application, proprietary notices, including without limitation an acknowledgement of NEXT-SYSTEM as copyright holder of the components of the Software used in the VisionPose Application and a statement that such components were used in developing the VisionPose Application.

• Trademark Use

  Licensee shall not alter or delete Trademarks of NEXT-SYSTEM that appear on or in connection with the Software, or components thereof, or during the display or operation of such Software.

• Use Restriction
  • Licensee hereby acknowledges and agrees that Licensee shall not use the Software and/ or Documentation for any purposes beyond the scope of the license granted in this Agreement.
  • Except as otherwise expressly authorized under the Agreement, Licensee will not, and will not let any third party to, directly or indirectly, distribute, sell or otherwise transfer any rights in any portion of the Software or the Documentation, Development License, Development Product Key, Distribution License, and Distribution Product Key to any third party.
• No Reverse Engineering or Alteration of Software

  Licensee shall have no right to receive, review or otherwise use or have access to the source code of the Software or of any portions or components thereof. Licensee acknowledges that the Software, any code therein, and its structure, sequence, and organization are valuable trade secrets of NEXT-SYSTEM, and Licensee agrees not to alter, decompile, disassemble, reverse engineer, attempt to discover or reconstruct source code, or modify in any way, the entire or any portion of the Software or prepare derivative works from or of them.

• Limitations on Use of Free and/ or Open Source Software

  Licensee agrees that Licensee shall not take any action that would require, indicate, or imply that the Software or code therein or any portion or component thereof (other than the Third Party Software identified in Exhibit A) is or may be licensed under the terms of any free software and/ or open source license. For example, and without limitation, Licensee shall not combine the Software or any components or code or portion therein with (a) software that is licensed under terms that would require, or purport to require, the resulting combined work, the Software, or any components or portions or code therein to become freely available, or to be licensed out under the same or similar terms as such software; or (b) software that would or might lead to compromise of NEXT-SYSTEM’s ownership rights or copyright or other intellectual property rights in and to the Software or any components or code thereof.

• THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER, AND NEXT-SYSTEM HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUS, ITS FUNCTIONALITY OR CAPABILITY, ACCURACY OR COMPLETENESS, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
• IN NO EVENT WILL NEXT-SYSTEM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY LICENSEE OR ANY THIRD PARTY, IN ANY TYPE OF ACTION, INCLUDING AN ACTION IN CONTRACT OR TORT, EVEN IF NEXT-SYSTEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.

NEXT-SYSTEM may but is not obligated to modify or add to the Software as part of its reasonable commercial efforts within the functionality thereof, including bug fixing. NEXT-SYSTEM reserves the right to discontinue developing, producing, licensing, or distributing the Software and to modify or replace the Software at its discretion at any time. NEXT-SYSTEM will make a reasonable commercial effort to provide technical support, maintenance, upgrades, modifications or new releases under this Agreement.

• Licensee acknowledges that the Software and Documentation contain technical information, know-how and trade secrets of NEXT-SYSTEM (“Confidential Information”), and Licensee shall maintain the Confidential Information in confidence and not disclose the Confidential Information to any third party without prior written consent from NEXT-SYSTEM. Licensee shall not use the Confidential Information for any purpose other than for the purpose of use of the Software.

• Confidential Information shall not include any information which:

  • is already in possession of Licensee prior to disclosure;
  • has been available to the public as of the time of disclosure;
  • will become available to the public without Licensee’s breaching its obligation after disclosure;
  • obtained by Licensee from a third party owing no confidentiality obligation; or
  • independently developed by Licensee without use of or reference to NEXT-SYSTEM’s Confidential Information.

• Licensee agrees to comply with all export control laws, rules and regulations applicable to the Software. For specific questions regarding U.S. export regulations, please visit the Bureau of Industry and Security website at http://www.bis.doc.gov.
• The Software, VisionPose Application and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country for which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department Table of Deny Orders. By downloading or using the Software, Licensee is agreeing to the foregoing and Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list.

• Termination upon Expiration of License Period

  Some of the licenses granted by NEXT-SYSTEM specify the license period (such as Trial License), and such licenses shall terminate upon the expiration of the license period.

• Termination in Case of Breach of Contract

  In the event of a breach of this Agreement, including but not limited to any unauthorized use, installation, activation or distribution of the Software and/ or its Documentation by Licensee, as a whole or part of it, or in the event of a breach of this Agreement that is not cured within thirty (30) days in accordance with prior notice specifying such breach to Licensee, (a) the license granted under Section 2 (1) shall automatically terminate; (b) except for the limited use allowed in Section 8 (3) below, Licensee shall immediately stop using the Software, including distributing VisionPose Application to End Users; (c) Licensee shall have no further rights under this Agreement; and (d) NEXT-SYSTEM shall be entitled to recover any damages resulting from the breach by Licensee.

• Effect of Termination

  Upon termination according to Section 8 (1) and 8 (2) of this Agreement, no residual rights will remain with Licensee, and in no event may Licensee use, license, sell or otherwise transfer the Software or components thereof to any third party after termination. Notwithstanding the above, a Licensee which is in the business of distributing VisionPose Application to End Users may continue such distribution, and any related installation and activation, for a period of up to one (1) month after termination solely to fulfil any order for VisionPose Application received in the normal course of business by Licensee and accepted prior to the date of termination. Upon termination, Licensee shall (a) return or destroy all copies of the Software and components thereof in Licensee’s possession, except that one (1) copy may be retained solely and only as long as necessary for support of existing licenses to End Users; and (b) certify in writing that all other such copies of the Software have been destroyed or returned. Notwithstanding any conflicting provision herein, following termination of this Agreement and for so long thereafter as is necessary for Licensee to satisfy obligations for maintenance services to End Users, Licensee shall have a limited license to use the Software solely for and only as long as needed for such purposes, provided however that Licensee shall provide acceptable assurances to NEXT-SYSTEM that Licensee’s use is so limited.

• Promotion

  Licensee agrees that NEXT-SYSTEM may use the name and logo of Licensee, or name of VisionPose Application on NEXT-SYSTEM’s website or in marketing or publicity materials.

• Waiver

  Failure of either Party at any time to require performance by the other Party of any provision hereof shall not be deemed to be a continuing waiver of that provision, or a waiver of its rights under any other provision of this Agreement, regardless of whether such provision is of the same or a similar nature.

• Severability

  In the event that any of the provisions or part of a provision contained in this Agreement is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining contractual provisions. The Parties undertake to replace the invalid or unenforceable provisions by a new provision which comes as near as possible to the economic intention of the Parties including the ineffective provision at the time of closing this Agreement as far as legally possible.

• Survival

  Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement.

• Force Majeure

  Neither Party shall be liable to the other because of any delay or failure if and to the extent such delay or failure is caused by occurrences beyond the control of the Party including, but not limited to, acts of God; war, acts of terrorism, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; epidemic and pandemic; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of the Party. The Party shall immediately notify the other of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery.

• Governing Law

  This Agreement shall be interpreted, construed and governed by the laws of Japan.

• Dispute

  Any or all disputes, controversies or differences arising from, in relation to or in connection with this Agreement shall be settled by arbitration in Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award of the arbitrator shall be final and binding upon the Parties hereto.

• Language

  This Agreement has been prepared in English and may include a Japanese language translation. In the event of any inconsistency arising between the two languages, the English language will prevail over the Japanese translation.

• Entire Agreement

  This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements and understandings in respect thereof.