SA0464C07021

THIS SOFWARE IS CONCLUDED BETWEEN THE CUSTOMER AND NEOJAPAN,Inc.(HEREINBELOW CALLED "OUR COMPANY"). IF THE CUSTOMER DOWNLOADS, INSTALLS,OR USES "Denbun" (THE SOFTWARE PROGRAM (HEREINBELOW CALLED "THIS SOFTWARE") AND ELATED DATA (HEREINBELOW CALLED "DOCUMENTATION") SUCH AS MANUALS FOR THIS OFTWARE), THE CUSTOMER WILL BE DEEMED TO HAVE AGREED TO ALL THE FOLLOWING CONDITIONS.

This Software contains software libraries and other software programs (hereinbelow called "third party software") which the third parties reserve the rights. Use of third patty software is governed by each third party's software license agreement and not by this agreement. Such agreements are contained in "t_p_s_license" folder in the destination directory of Denbun.

IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THIS SOFTWARE.

Our Company hereby grants to the customer a non-sublicensable, non-transferable and non-exclusive license to use this Software and Documentation on a computer hardware owned or leased by the customer provided with this agreement, under the following conditions.

ARTICLE 1 SCOPE OF LICENSE

(1) The customer may install and use this Software on a single computer hardware owned or leased by the customer. If the customer uses this Software on more than one operating system irrespective of number of hardware, a valid license must be purchased for each operation system. Although the customer uses this Software on a single operating system, if this Software is invoked from more than one hardware irrespective of concurrent use, a valid license must be purchased for each hardware.

(2) Only in the case where the customer uses this Software with the object of evaluating it for purchase of a license, the customer may use this Software without charge for 60 days and for 50 users.

(3) The customer may use this Software up to the number of users and in the period permitted by the license the customer has purchased.

(4) The customer may make one copy of this Software solely with the objective of backup. The same copyright notice must be explicitly stated in the copy as in this Software.

ARTICLE 2 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

(1) The copyright, trademarks and all other intellectual property in this Software and Documentation are owned by Our Company. If the customer uses "Denbun for Ajax" which can be installed additionally, "Denbun for Ajax" contains Bindows license. The copyright, trademarks and all other intellectual property in Bindows are owned by MB Technologies.

(2) The customer may not remove or alter copyright notice contained in this Software.

ARTICLE 3 PROHIBITED ACTS

(1) The customer may not reverse engineer, reverse assemble or reverse compile, revise, or alter this Software. Also, the customer may not have the foregoing actions performed by a third party.

(2) The customer may not use this Software in excess of the number of licenses of this Software purchased.

(3) The customer may not sell, distribute, hire or transfer or perform other actions with the objective of profit in regard to the whole or part of this Software or Documentation or copies thereof. Also, the customer may not mortgage this Software, Documentation and the license.

(4) The customer may not use this Software, Documentation and the license to be used to perform services for third parties, whether as a value added service, free and/or profit]making (commercial) service or not, without the prior written consent of Our Company.

ARTICLE 4 EXEMPTIONS

(1) OUR COMPANY DOES NOT WARRANT IN ANY WAY THAT THIS ASOFTWARE AND DOCUMENTATION IS SUITABLE FOR A SPECIFIC URPOSE OF THE CUSTOMER, IS USEFUL, THAT THIS SOFTWARE AND DOCUMENTATION IS FREE FROM DEFECT, OR THAT IT WILL OPERATE NORMALLY.

(2) OUR COMPANY ACCEPTS NO RESPONSIBILITY IN ANY CASE REGARDING DIRECT OR INDIRECT LOSS OR DAMAGE ARISING IN CONNECTION OR ASSOCIATION WITH USE OF THIS SOFTWARE AND DOCUMENTATION.

ARTICLE 5 PERIOD OF VALIDITY AND TERMINATION

(1) The period of validity of this agreement runs from the time point where the customer agreed to this agreement up to when use of this Software was discontinued.

(2) If the customer breaks this agreement the agreement is immediately terminated and the license under ARTICLE 1 of this agreement is also terminated.

(3) The customer may terminate this license at any time by destroying all copies of Software including any documentation. Upon such termination, Our Company will not refund any license fee and other fee the customer paid provided with this agreement.

(4) After termination of this agreement, the customer must immediately destroy this Software, Documentation, the license certification and any copies thereof.

ARTICLE 6 GENERAL PROVISIONS

(1) This is the entire agreement between the customer and Our Company and it supersedes any prior agreement or understanding. Our Company reserves the right to change terms, conditions of this agreement and other notices without notifying the customer. In such an event, this agreement and the notices will be null and void and the newest agreement and notices will apply to all aspects of this Software and Documentation.

(2) This agreement will be governed by the laws of Japan. Any disputes arising out of or related to this agreement will be submitted to the exclusive jurisdiction of Tokyo District Court.