Cybozu Desktop License Agreement

Caution: These terms and conditions shall be applied to any agreement (the Agreement) between
Cybozu, Inc. (Cybozu) and any and all companies, organizations and other legal entities (theCustomer) who wish to use any Software(the Software) provided by Cybozu.
These terms and conditions shall be legal binding. If you use the Software, you shall be deemed toagree to entered into the Agreement concerning the Software and shall be bound by these termsand conditions.
The Software shall be protected by any acts, laws, regulations, rules, and treaties in relation tocopyright and other intellectual property rights.
It should be noted that Cybozu does not sell, transfer, or assign any right concerning the Software
but licenses the Software to the Customer.

1. Scope of Use
Cybozu grants the following rights to the Customer:(1) Only the register who have been appointed by the Customer as a user to use the Software arepermitted to install and use the Software.
The register(s) means a person or persons who are registered as a user or users using theSoftware or the service provided by Cybozu the Customer may access(the Target software).
However, the Customer conform each user who uses the Software to the Agreement.

2. Other Rights and Limitations(1) The Customer is not allowed to duplicate, distribute, transmit (including to post on a website
and/or any other act to have the Software accessible from the public), lease, pledge the Software
except for the purpose of the Customer’s own use.
In addition, the Customer may not assign, transfer or sublicense the right to use or try out theSoftware to any third party.
(2) The Customer is not allowed to modify, translate, reverse engineer, reverse compile, reverseassemble

or make any software derived from the Software and documents relating to theSoftware.
In addition, the Customer may not use any part or component of the Software apart from theother parts and components thereof.

3. Termination

(1) In the event of any breach of these terms and conditions by the Customer, Cybozu may
terminate the Agreement with immediate effect and without any notification.
(2) Once the Agreement is terminated, the Customer shall be obliged to completely delete theSoftware, any components thereof, any documents relating thereto, and any and all reproductions
thereof from the computer(s) and cease to use and/or try out the Software.
(3) In no event shall Cybozu be responsible for any damages and losses incurred by the Customer
and/or any third party due to the inaccessibility to the Software, or any part thereof, caused by thetermination of the Agreement.

4. LIMITATIONS OF WARRANTY(1) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CYBOZU MAKES NO, AND HEREBYSPECIFICALLY DISCLAIMS ANY, WARRANTY TO THE CUSTOMER OR ANY OTHER PERSON OR
ENTITY CONCERNING THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, THE IMPLIED ARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, COMPLETENESS, USE, ACCURACY, TITLE OR NON INFRINGEMENT.
IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CYBOZU MAKES NO, AND HEREBYSPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL MEET THE USTOMER'SREQUIREMENTS, OR THAT THE CUSTOMER'S USE OF THE SOFTWARE SYSTEM WILL BEUNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR, EXCEPT AS SPECIFICALLY PROVIDEDHEREIN, DOES CYBOZU MAKE ANY WARRANTY, AND CYBOZU SPECIFICALLY DISCLAIMS ALL
WARRANTY, AS TO THE ESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARETHAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWAREWILL BE COMPATIBLE WITH THE CUSTOMER'S HARDWARE, SOFTWARE OR NETWORKOPERATING ENVIRONMENT.
(2) Cybozu may change, suspend or discontinue, without obtaining prior consent of the Customer,
any functions and/or operations of the Software,

and/or any services accompanied with theSoftware. In no event shall Cybozu guarantee to continue to provide the Customer with thefunctions, operations and environment of the Software equivalent to those at the time of theexecution of this Agreement.
(3) In addition, any oral or written information or advice provided by Cybozu shall not constituteany additional warranty or expansion of any warranty hereunder in any sense.

5. LIMITATIONS OF LIABILITY(1) The Customer hereby confirms and agrees that the Customer shall assume full responsibility
for any and all damages, direct or indirect, liabilities and/ or risks, including loss of data, serverdown, interruption of business operations, complaints and claims made by a third party, arisingfrom any use of the Software.
(2) UNDER NO CIRCUMSTANCES WILL CYBOZU, ANY PROVIDER AND/OR RESELLER OF THE
SOFTWARE, AND/OR ANY PROVIDER OF THE CONTENTS IN RELATION TO THE SOFTWARE(COLLECTIVELY THE ""AFFILIATES""), BE LIABLE FOR ANY DAMAGES AND LOSSES, INCLUDINGBUT NOT LIMITED TO CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTALDAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF CYBOZUAND/OR THE AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF THESOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK ORIMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS ORIMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, MISREPRESENTATION,NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE.
FURTHERMORE, CYBOZU SHALL NEVER BE RESPONSIBLE FOR ANY COMPLAINTS AND CLAIMSFROM ANY THIRD PARTY.

6. Copyright, etc.
(1) Cybozu, and/or any suppliers thereto, retain any and all rights, titles and interests, including
copyrights and other intellectual property rights, in and to the Software, including HTML programand screen display thereof, and any files, documents and drawings in relation thereto.
(2) The Software shall be protected by any acts, laws, regulations, rules, and treaties in relation tocopyright and other intellectual property rights. Therefore, the Customer shall be obliged to handle
the Software complying with such acts, laws, regulations, rules, and treaties.
(3) The providers of the contents, to which the Customer may access from or through theSoftware, retain any and all rights, titles and interests, including copyrights and other intellectual
property rights, in and to such contents. Such contents shall be protected by any acts, laws,regulations, rules, and treaties in relation to copyright and other intellectual property rights.

7. Governing Law and Miscellaneous Rules(1) The Agreement shall be governed by the laws of Japan without giving effect to any principles ofconflicts of laws.
(2) Regarding the Agreement or the Software based on trade in Japan, all disputes, controversies
or differences which may arise between the parties shall be finally settled by a district court inTokyo as the court of first instance.In addition, regarding the Agreement or the Software based onoverseas trade, all disputes, controversies or differences which may arise between the parties shallbe finally settled by arbitration in Tokyo, in accordance with the Commercial Arbitration Rules of
The Japan Commercial Arbitration Association.

8. Miscellaneous
In the event any terms and conditions different from those terms and conditions are attached to
the Software obtained by the Customer, these terms and conditions shallsupersede the attachedterms and conditions, unless Cybozu clearly states otherwise.
These terms and conditions contains the entire agreement between the parties with respect to thesubject matter hereof, and supersedes all prior and contemporaneous agreements, writings,statements and understandings between the parties with respect thereto.
The Agreement may be amended, supplemented or modified only by a written instrument duly
executed by each of the parties hereto.
In addition, any terms and conditions indicated in order sheets rendered by a dealer to theCustomer, if any, shall be null and void between the parties hereto and make no effects to theAgreement.
If effectiveness of any provision of this Agreement is restricted, such provisions shall be valid to theextent permitted by the applied laws and regulations.
If any provisions of this Agreement is declared invalid or unenforceable by any lawful tribunal, thenit shall be adjusted to conform to legal requirements of that tribunal and that modification shall
automatically become a part of this Agreement, or if no adjustment can be made, the provision
shall be deleted as though never included in this Agreement and the remaining provisions of thisAgreement shall remain in full force and effect unless such invalidity or unenforceability causes
substantial deviation from the underlying intent of the parties expressed in this Agreement.
In such case, the parties shall replace the invalid or unenforceable provision with a valid or
enforceable provision which corresponds as far as possible to the spirit and purpose of the invalid
or unenforceable provision.

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