Garoon 6
Software License Agreement - Cybozu, Inc.
Caution: These terms and conditions shall be applied to any agreement (the “Agreement”) with respect to trying out of any software product (the “Software”) provided by Cybozu, Inc. ("Cybozu") between Cybozu
and any and all companies, organizations and other legal entities who wish to try out a Software (the “Customer”).
These terms and conditions shall be legal binding. The Customer shall be deemed to accept and agree any and all of the terms and conditions of this Agreement at the time when (i)the Customer applies for thepurchase of the Software if the Customer had an opportunity to review the content of this Agreement prior to the purchase or (ii) the Customer opens the electronic-file containing the license-key if the Customer
did not have such opportunity.
The Software shall be protected by any acts, laws, regulations, rules, and treaties in relation to copyright 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. The Software may contain programs, the copyright of which is owned by a third party, instead of Cybozu. These terms and conditions shallnot apply to such programs. Please review the following file before using the Software in order to understand the terms and conditions to use each of such programs:
license.html file (3rd_party_license directory (document root directory designated folder))The software contains programs from Microsoft Corporation or one of its affiliates (“Microsoft”). These programs may collect information about you and your use of such programs, and send that to Microsoft. For
more information, please refer to Microsoft’s privacy statement located at https://go.microsoft.com/fwlink/?LinkID=824704.
If you do not agree these terms and conditions, the Customer may not use the Software and, therefore, please uninstall the Software immediately. Then the Customer will return the Software media (software,
recording media, a registered Key code certificate, and other brochures, etc.) to Cybozu within sixty (60) days, from the day when the Customer obtained the License Key of the Software, after the Customer may
contact Cybozu or Distributor.
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1. Definition
regardless of the names such as “beta version,” “RC version,” and “operation review version”;(1) “The License” shall mean the right to use the Software within the scope of and in accordance with theb) arising from the environment to use the Software including the operating system, hardware
terms and condition of the Agreement.
structure, and network environment;(2)The “License Key” shall mean the series of random alphabets and numbers provided by Cybozu to thec) arising from any change or modification made by or through intention of the Customer; orCustomer. The Customer may begin to use the Software by registering the License Key to the Software. Ad) not arising from the Software.
single License Key shall be generated for each License; provided that if the Customer who has a License or(2) Any claim by the Customer based on the warranty under the subsection (1) above must be madeLicenses purchases another License, the terms and conditions of which are different from those of thewithin sixty (60) days, or the shortest period allowed under the applicable law if such period is
License(s) the Customer already owns, the terms and conditions of the latest obtained License shall apply
more than 60 days, from the day when the Customer obtained the License Key of the Software
to any and all Licenses owned by the Customer. The Customer may not register one License Key more thanand must be accompanied with the appropriate document to certify that the Customer purchased
once whether into the same server or different servers.
The License of the Software and the date the Customer obtained the License Key.
(3) “Service License” means the right to use the Service within the scope permitted under the Garoon 6(3) The remedy of the Customer for the claim based on this section 6 shall be, at Cybozu’s choice,
Service License Agreement provided by Cybozu separately. Please refer to the Garoon 6 Service License
either of replacement or repair of the Software or return of the payment, except for which Cybozu
Agreement for the terms and conditions of the Service License. The Customer shall be deemed to have
and/or any affiliate thereof shall take no responsibility. The “replacement or repair of the Software”
agreed to such Service License Agreement if the Customer accepted this Agreement.
shall include provision of any “fix program” or “upgrade software” of the Software and in the case(4)The “Registered User(s)” shall mean a person or persons who are registered as a user or users using the
Cybozu offer fix program or upgrade software of the Software to the Customer, Cybozu shall be
Software. The Customer may not register, as the Registered Users, more persons than the number
deemed to have performed the duty under this section 6 whether the Customer introduce such “fixapproved by Cybozu under The License. If the Customer purchases additional User License(s), theprogram” or “upgrade software” or not.
Customer may register additional Registered User(s) up to the number of User License(s) purchased.
The Customer only register persons as the system administrator from the members of the Customer.
7. DISCLAIMER OF WARRANTIES
However, only in the case of delegation of system administration, the Customer may register assigned(1) The Customer hereby agrees that the warranty set forth in the section 6 above is the sole warranty
member as the system administrator.
for the software.
2. Scope of Use(2) THE SOFTWARE IS PROVIDED “AS IS” AND “AS-AVAILABLE” EXCEPT FOR THE
Cybozu grants the following rights to the Customer:
WARRANTY UNDER THE SECTION 6 ABOVE. EXCEPT AS SPECIFICALLY PROVIDED(1)With a single License, the Customer may install the Software to one server or computer only; provided
HEREIN, CYBOZU MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS ANY,
that, however, the Customer may install the Software to more than one servers or computers up to the
WARRANTY TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY CONCERNING THE
number that is approved by Cybozu, only if the Customer applied such installment in accordance with the
SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
procedure as provided by Cybozu.
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,(2) Any person or persons other than the Registered User(s) may not use the Software in favor of the
COMPLETENESS, USE, ACCURACY, TITLE OR NON-INFRINGEMENT. IN ADDITION,
Customer.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CYBOZU MAKES NO, AND HEREBY(3)The number of Registered Users and other terms and conditions of each The License shall not be shared
SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL MEET THE
with any company, person and/or entity other than the Customer.
CUSTOMER’S REQUIREMENTS, OR THAT THE CUSTOMER’S USE OF THE SOFTWARE(4)The customer may not use a single License Key for more than one operation simultaneously whether in
SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR, EXCEPT
the same computer or not.
AS SPECIFICALLY PROVIDED HEREIN, DOES CYBOZU MAKE ANY WARRANTY, AND(5) Use of certain parts of this Software may require the purchase of a license other than The License, theCYBOZU SPECIFICALLY DISCLAIMS ALL WARRANTY, AS TO THE RESULTS THAT MAY
installation of a program other than the Software.
BE OBTAINED FROM THE USE OF THE SOFTWARE THAT DEFECTS OR ERRORS IN THE
3. Other Rights and Limitations
SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL BE COMPATIBLE
3-1.
WITH THE CUSTOMER’S HARDWARE, SOFTWARE OR NETWORK OPERATING(1) The Customer may duplicate the Software solely for the purpose of backing up, provided, however, that
ENVIRONMENT.
Customer may not try out, use, or run such back up of the Software on any computer, whether owned by(3) Cybozu may change, suspend or discontinue, without obtaining prior consent of the Customer, any
the Customer or not, except for the case where the Customer fixes the data originally installed.
functions and/or operations of the Software, and/or any services accompanied with the Software.
The Customer may duplicate the Software for the purpose of examinations to confirm whether modified
In no event shall Cybozu guarantee to continue to provide the Customer with the functions,programs and/or optional components of the Software are suitable to the technical environment of theoperations and environment of the Software equivalent to those at the time of the execution of thisCustomer before the installment thereof; provided that any duplications hereunder shall be used only for
Agreement.
the purpose of such examinations and may not be used permanently, and, therefore, the Customer shall(4) In addition, any oral or written information or advice provided by Cybozu shall not constitute any
delete and destroy any of such duplications immediately after the relevant examination is completed.
additional warranty or expansion of any warranty hereunder in any sense.
(2) The Customer may transfer the Software to another server computer owned or legitimately held by the
8. LIMITATION OF LIABILITY
Customer, when the Customer must delete the Software from the server computer from which the Software(1) The Customer hereby confirms and agrees that the Customer shall assume full responsibility for
was transferred.
any and all damages, direct or indirect, liabilities and/ or risks, including loss of data, server down,
3-2.
interruption of business operations, complaints and claims made by a third party, arising fromThe Customer is not allowed to duplicate, distribute or transmit (including to post on a website and/or any
any use of the Software and/or any service accompanied therewith, including those arising fromother act to have the Software accessible from the public).
the Customer not introducing fix program to fix the defect of the Software provided by Cybozu and
3-3.
those arising from Cybozu not providing any service, and those arising from the Customer not
The Customer is not allowed to lend, lease or pledge the Software. In addition, the Customer may notusing any service provided by Cybozu.
assign, transfer or sublicense the right to use or try out the Software to any third party. Therefore, in no(2) UNDER NO CIRCUMSTANCES WILL CYBOZU, ANY PROVIDER AND/OR RESELLER OF
event shall the Customer grant any right to use the Software to any individuals including but not limited
THE SOFTWARE, AND/OR ANY PROVIDER OF THE CONTENTS IN RELATION TO THE
to any directors, officers or employees of any company or entity other than the Customer.
SOFTWARE (COLLECTIVELY THE “AFFILIATES”), BE LIABLE FOR ANY DAMAGES AND
3-4.
LOSSES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INDIRECT, SPECIAL,The Customer may not, in any way, reverse engineer, reverse compile, reverse assemble, modify, or change
PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR
the Software or make any software derived from the Software. In addition, the Customer may not duplicate,
UNFORESEEABLE, EVEN IF CYBOZU AND/OR THE AFFILIATES HAS BEEN ADVISED OF
modify, change or translate any document in relation to the Software.
THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR
3-5.
LOSS OF DATA, GOODWILL, USE OF THE SOFTWARE, INTERRUPTION IN USE OR
Notwithstanding the provision of the preceding paragraph, the Customer may, at its own responsibility,
AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER
risk, and expense, reverse engineer the Software and obtain a copy of the object code, etc. solely for the
ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY
purposes specified in the Section 4 of GNU Lesser General Public License version 3, the Section 6 of GNU
OR CONDITION, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT
Lesser General Public License version 2.1 or the Section 6 of GNU Library General Public License version
LIABILITY IN TORT, OR OTHERWISE. FURTHERMORE, CYBOZU SHALL NEVER BE
2. Such object code, etc. can be obtained during the period required by such applicable licenses by
RESPONSIBLE FOR ANY COMPLAINTS AND CLAIMA FROM ANY THIRD PARTY.
contacting Cybozu.
(3) In no event shall the aggregated amount of any liabilities of Cybozu and any other suppliers of
3-6.
the Software to the Customer exceed the total amount actually paid by the Customer to Cybozu(1) No right shall Cybozu grant the Customer relating to any use of trademarks and/or service marks ofwith respect to the Software.
Cybozu. Cybozu shall reserve any and all right other than those explicitly conferred to the Customer under
9. Information relating to the License Key
this Agreement.
In no event must the Customer disclose, whether intentionally or not, knowingly or not, by(2) In the case Cybozu grant the Customer the License to use the Software as "version up" from an old version
negligence or not, whether in duration of this Agreement or not, any information the Customerof the Software (the "Old Version Product") or "transfer" from the products competing with the Software
knew or obtained in relation to this Agreement, including any information relating to codes,(the "Competing Product"), the license shall be subject to the condition that the Customer obtained legal
structures and composition of the Software and any information relating to the License Key. Anyand effective license to use the Old Version Product or the Competing Product. If the Customer purchased
use not complying with the terms and conditions of this Agreement is strictly prohibited.
the License as "version up," the license of the Old Product shall be automatically terminated and, therefore,
10.Intellectual Property Rights
the Customer shall uninstall the Old Version Product before installing the Software, when the Customer(1) Cybozu or its subsidiary, or its affiliates thereto, retain any and all rights, titles and interests,
may use the latest version of the Software only; provided that, however, if the Customer needs to convert
including copyrights and other intellectual property rights, in and to the Software, including HTMLthe data held under the Old Version Product, the Customer may use the Old Version Product until suchprogram and screen display thereof, and any files, documents and drawings in relation thereto.
conversion is completed, where the Customer shall convert the data after installing the Software, and(2) The Software shall be protected by any acts, laws, regulations, rules, and treaties in relation todelete or uninstall the Old Version Product immediately after the conversion.
copyright and other intellectual property rights. Therefore, the Customer shall be obliged to handle
4. Change of the License
the Software complying with such acts, laws, regulations, rules, and treaties.
4-1. Reducing the number of the License(3) The providers of the contents, to which the Customer may access from or throughthe(1) If the Customer purchases Service License for users less than the number of Users approved by the
Software, retain any and all rights, titles and interests, including copyrights and other intellectual
License, the number of approved Users of the License shall be reduced accordingly, and the licenses of suchproperty rights, in and to such contents. Such contents shall be protected by any acts, laws,
reduced users shall be terminated. Procedure for purchasing the Service License is stipulated underregulations, rules, and treaties in relation to copyright and other intellectual property rights.
Garoon 6 Service License Agreement provided by Cybozu separately.
11. Governing Law and Settlement of Disputes(2) The number of Users shall not fall below 50 users.
(1) The Agreement shall be governed by the laws of Japan without giving effect to any(3) The difference of the fee incurred by the reduction of the number of Users shall not be reimbursed underprinciples of conflicts of laws.
any circumstances.
(2) Regarding the Agreement or the Software based on trade in Japan, all disputes, controversies or
4-2 Adding the number of the License
differences which may arise between the parties shall be finally settled by a district court in Tokyo(1) In order to add Users approved by the License, it is necessary to purchase additional User Licenses.
as the court of first instance.
(2) If the Customer wishes to regain the Users after the number of approved Users has been reduced, theIn addition, regarding the Agreement or the Software based on overseas trade, all disputes,
Customer needs to repurchase additional User Licenses for the reduced number of Users as well.
controversies or differences which may arise between the parties shall be finally settled by(3) In addition, when the Customer purchases additional Licenses after the number of approved Users has
arbitration in Tokyo, in accordance with the Commercial Arbitration Rules of The Japan
been reduced, the price rank shall be based on the number of Users after the reduction.
Commercial Arbitration Association.
5. Cancellation
12．Miscellaneous(1) In the event of any breach of these terms and conditions by the Customer, Cybozu may terminate the(1) In the event any terms and conditions different from those terms and conditions are attached toAgreement with immediate effect and without any notification.
the Software obtained by the Customer, these terms and conditions shall supersede the attached(2) Once the Agreement is terminated, the Customer shall be obliged to completely delete the Software, any
terms and conditions, unless Cybozu clearly states otherwise. These terms and conditions
components thereof, any documents relating thereto, and any and all reproductions thereof from thecontains the entire agreement between the parties with respect to the subject matter hereof, andcomputer(s) and cease to use the Software.
supersedes all prior and contemporaneous agreements, writings, statements and understandings(3) In no event shall Cybozu be responsible for any damages and losses incurred by the Customer and/or any
between the parties with respect thereto. The Agreement may be amended, supplemented or
third party due to the inaccessibility to or discontinuation of use of the Software, or any part thereof, caused
modified only by a written instrument duly executed by each of the parties hereto. In addition,by the termination of the Agreement.
any terms and conditions indicated in order sheets rendered by a dealer to the Customer, if any,
6. Limited Warranty
shall be null and void between the parties hereto and make no effects to the Agreement.
(1) Cybozu hereby warrants that the Software shall operate materially in accordance with the manual, subject
If effectiveness of any provision of this Agreement is restricted, such provisions shall be valid toto the condition that the Customer purchased legal and effective license from an official partner approved
the extent permitted by the applied laws and regulations.
by Cybozu and that the Software is used under the environment, including but not limited to operating
If any provisions of this Agreement is declared invalid or unenforceable by any lawful tribunal,systems, hardware structures and network environment, recommended by Cybozu; provided that thethen it shall be adjusted to conform to legal requirements of that tribunal and that modification
warranty by Cybozu hereunder shall not cover any defects, problems and/or inconsistency with the function
shall automatically become a part of this Agreement, or if no adjustment can be made, thedescribed in the manual if any of the following apply;
provision shall be deleted as though never included in this Agreement and the remaininga) arising from (i) any program made to change or modify the Software, except for those officially provided
provisions of this Agreement shall remain in full force and effect unless such invalidity or
by Cybozu to apply to the Software, or (ii) any program or software provided by Cybozu before theunenforceability causes substantial deviation from the underlying intent of the parties expressed
Software is officially released such as trial version, evaluation version, and early release version,in this Agreement. In such case, the parties shall replace the invalid or unenforceable provision

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Garoon 6

with a valid or enforceable provision which corresponds as far as possible to the spirit and purpose of theinvalid or unenforceable provision.
(2) In cases where any differences occur between the English version and the original Japanese version, theJapanese version shall prevail.

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