Licenses

This is the general released agreement for Piapro Studio that comes with Piapro Studio NT and lists out a general terms of agreement for using Piapro Studio. This is the agreement Crypton Future Media gives as a condition for using their synthesis software.

### END-USER LICENSE AGREEMENT

THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGALAGREEMENT BETWEEN THE END-USER (“USER“, YOU”, or “YOUR”)AND CRYPTON FUTURE MEDIA, INC. ("COMPANY", “WE”, “OUR”, or“US”), REGARDING YOUR USE OF THE PRODUCT (AS DEFINED BELOW). YOU SHALL ENSURE THE PRODUCT IS USED IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE PRODUCT, YOU SHALL BE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO INSTALL OR OTHERWISE USE THE PRODUCT. IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, YOU SHALL OBTAIN THE APPROVAL AND/OR CONSENT OF YOUR LEGAL REPRESENTATIVE (SUCH AS A PARENT OR LEGAL GUARDIAN) PRIOR TO ENTER INTO THIS AGREEMENT. IN THE EVENT THAT THERE ARE TERMS AND CONDITIONS PROVIDED IN A SEPARATE AGREEMENT REGARDING ANY UPDATES AND UPGRADES OF THE PRODUCT OR A COMPONENT OF THE PRODUCT, THE SEPARATE AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT UNLESS OTHERWISE STATED IN SUCH SEPARATE AGREEMENT.PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PRODUCT.

#### Section 1.DEFINITIONS

The following terms shall be defined as such within this Agreement:

(1) "User" refers to any individual or legal entity that has purchased a legitimate brand-new Product through authorized vendors, and has created a user account on the Company's website.

(2) "Product" means all components of "Hatsune Miku NT". "Hatsune Miku" is a registered trademark of the Company.

(3) "Library" refers to the voice data library contained within the Product (including any and all future upgrades and updates to the Product)

(4) "Editor" refers to any software (including any and all updates, upgrades, and add-ons) which synthesizes singing or speech voices using the Library.

(5) "Synthesized Voice" refers to any audio output generated by utilizing the Library.

(6) "Use of the Product" means all or part of the components of the Product loaded into the temporary memory or installed in the permanent memory of your computer or storage device.

(7) "Character" means an abstract concept or a derivative concept characterized by any expression of the copyrighted artwork depicted on the package of this Product as well as its title and the other elements that can be identified as "Hatsune Miku" such as its appearance, name, voice, and movements. For the use of any copyrighted artwork of the Character, the User shall comply with the “Character Usage Guidelines (https://piapro.net/intl/en\_for\_creators.html)" as well as any applicable laws and regulations.

(8) "Virtual Singer" refers to the Company's intellectual property and brand consisting of the Library, the Editor, the Synthesized Voice and the Character.

(9) "User Work" refers to any work created by the User utilizing the Virtual Singer.

#### Section 2.GRANT OF LICENSE AND COPYRIGHT

1. Subject to the terms and the conditions of this Agreement, the Character Usage Guidelines and all applicable laws and regulations, the Company hereby grants to the User a non-exclusive license to use the Virtual Singer for non-commercial purposes.

2. The User may use the Product on only one computer at a time.

3. Notwithstanding the foregoing, if any component of the Product having a separate end-user license agreement, the User must agree to it in order to use such component. In this case, if there is a discrepancy between such separate end-user license agreement and this Agreement, the former shall prevail to the extent of such discrepancy.

4. On the publication of any User Work, the User shall expressly attribute it to the name of the Product or the name of the Virtual Singer that is "初音ミクNT" or "初音ミク" in Japanese, or in any other languages ("Hatsune Miku", "初音未来" etc.);provided, however, that the foregoing shall not apply in the following circumstances:

(1) when the User uses the Product for non-commercial purposes, if the User is an individual.

(2) when the Company acknowledges that the User has a reasonable grounds to prove that it is impossible or extremely difficult to credit or publicize the name of the Virtual Singer in relation to the User Work.

(3) when the Company individually approves that the User is exempted from the obligation to credit the name of the Virtual Singer. For clarity, when using a copyrighted artwork of our Character, the Character Usage Guidelines shall prevail. "

5. Nothing in the provisions of the above paragraph shall be construed as granting the User permission to use the Company's trademark.

6. If the User, whether an individual or a legal entity,wishes to publish any User Work in a way of performing, screening, publicly transmitting, distributing, transferring, loaning, etc. for commercial purposes, please contact the Company beforehand. Depending on the manner of the usage, the User may be required to enter into a separate additional license agreement with the Company, including an additional license fee.

7. If the User wishes to grant a license to use any User Work to any third party which is a legal entity or which is an individual using it for commercial purposes (including, but not limited to, publishing User Works with the Synthesized Voice via CDs/DVDs or streaming services), the User shall, in advance to grant such license, ensure that such third party shall contact the Company.

#### Section 3.PROHIBITED USES

The following uses of the Product and/or Virtual Singer are prohibited hereunder:

(1) to publish or distribute the Synthesized Voice that includes lyrics which are contrary to public order or morality.

(2) to publish or distribute the Synthesized Voice which might violate the publicity, reputation or other personal rights of any third party including (but not limited to) any original singer or actor (voice artist) contributing to the Library.

(3) to publish or use the Synthesized Voice in any expressions (including,but not limited to,visual or physical) in which the Character is used in a manner that violates any laws, regulations or the Character Usage Guidelines.

(4) to use or distribute the Product or any part thereof as a component of the User’s software or any third party's software.

(5) to engage in reverse engineering, disassembling, de-compiling, emulating or otherwise deriving a source code form of the Product or any part thereof by any method whatsoever.

(6) (i) to reproduce or duplicate any part of the Product, regardless of format (whether by recording on disc(s) or by any means of reformatting, mixing, filtering, re-synthesizing, processing or otherwise editing for use in any other product or for resale, or in any other format in which a copy of the Product is made available to any third party) except any reproduction by the User for the installing or back-up of the Product under this Agreement;,(ii) to transmit the Product or any part thereof to the public (including, to make it transmittable on a public bulletin board, ftp site, World Wide Web site, storage site, Peer to Peer network or otherwise, to electronically transfer or stream it to a third party over the internet, to place it in a computer/sampler network accessible by many and unspecified persons), or(iii) to transfer, rent, lease, distribute, modify or adapt the Product in whole or in part or to create derivative works thereof.

(7) to leave the Product unattended and operable by any third party.

(8) to delete, modify, obscure, or in any other way render illegible any copyright notice, name, or trademark appearing on the Product or the Virtual Singer.

(9) to use the Product or the Virtual Singer for the benefit of any client, or to provide it for or to make it available for the use by any client, as part of services of recording studios,rental company or other business without prior consent from the Company.

(10) to create any virtual singers that are unrelated to the Company's intellectual property or/and brand by using the Product, or to use the Synthesized Voice in such characters.

(11) to breach any terms and conditions of this Agreement.

#### Section 4.COPYRIGHT AND OWNERSHIP

1. Any and all intellectual property rights relating to the Products shall belong to the Company and/or its affiliated third parties, and be protected by relevant copyright laws, trade secret laws, and other applicable intellectual property laws and international treaties.

2. All rights and interests not expressly granted to you hereunder are reserved by the Company, and nothing in this Agreement shall be construed as assignment to or transfer to the User of all or any part of the rights, titles or interests belonging to the Company and/or its affiliated third parties. The license granted hereunder is personal to the User; and the User shall not assign, transfer or sub-license any of the license, the rights and/or obligations under this Agreement or the status as a party hereto to any third party.

3. The license to use the Product shall be granted only to the User who has purchased the legitimate brand-new Product from the Company's website or its authorized vendors, and shall not be granted to any individual or legal entity to whom the second-handed Product was transferred.

#### Section 5.LIMITED WARRANTY

1. THE COMPANY MAKES NO REPRESENTATIONS NOR WARRANTS ABOUT THE SUITABILITY OF THE PRODUCT,THE VIRTUAL SINGER, OR ANY OTHER CONTENT OR INFORMATION THAT THE COMPANY PROVIDES FOR ANY PURPOSE. THE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES REGARDING NON-INFRINGEMENT OF ANY THIRD PARTY’S RIGHTS, QUALITY, PERFORMANCE, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE.

2. THE USER SHALL ASSUME ALL RESPONSIBILITIES AND LIABILITIES FOR ANY LOSSES AND DAMAGES ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT. THE COMPANY DOES NOT AND WILL NOT WARRANT ANY POSSIBLE CONSEQUENCES ON THE PART OF THE USER BY USING THE PRODUCT OR ANY DOCUMENTATION ATTACHED THERETO.

3. THE WARRANTIES GIVEN IN THIS SECTION SHALL BE PROVIDED IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS EXPRESSLY OR IMPLIEDLY DEFINED BY STATUTE, COMMON LAW, CUSTOM, BUSINESS PRACTICES, COURSE OF TRADE OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

#### Section 6.LIMITATION OF LIABILITY

1. NEITHER THE COMPANY (IN THIS SECTION, THE DEFINITION OF THE COMPANY INCLUDES ITS SUPPLIERS, DEALERS, DISTRIBUTORS AND AGENTS) NOR THEIR RESPECTIVE EMPLOYEES SHALL BE LIABLE FOR:

(1) ANY CLAIM, SUIT OR DAMAGES OF ANY SORT (WHETHER ORDINARY OR SPECIAL, DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR ACCIDENTAL DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA) ARISING OUT OF THE USE OF THE PRODUCT OR THE PUBLICATION OR THE DISTRIBUTION OF ANY USER WORK, REGARDLESS OF WHETHER THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES), OR

(2) ANY CLAIM OR COMPLAINT BY A THIRD PARTY FOR, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT AND DAMAGES.

2. IN THE EVENT THAT ANY DAMAGE IS INCURRED AS A RESULT OF THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN THE EVENT THAT THIS AGREEMENT FALLS WITHIN THE CONSUMER CONTRACT AS DEFINED IN THE CONSUMER CONTRACT ACT (ACT NO. 61 OF 2000, AS AMENDED) ARTICLE 2, PARAGRAPH 3, THE PROVISIONS OF THE PRECEDING PARAGRAPH SHALL NOT APPLY.

3. IN THE EVENT THAT THE COMPANY IS HELD LIABLE FOR DAMAGES INCURRED BY THE USER DUE TO THE COMPANY’S DEFAULT OR TORT (EXCEPT IN THE CASES SET FORTH IN THE PRECEDING PARAGRAPH), THE MAXIMUM LIABILITY OF THE COMPANY SHALL NOT EXCEED THE AMOUNT THAT THE USER HAVE PAID FOR THIS PRODUCT. NOTWITHSTANDING THE PROVISIONS SET FORTH IN THIS SECTION, IF THE PROVIDED PRODUCT DOES NOT CONFORM WITH THE TERMS AND THE CONDITION OF THIS AGREEMENT IN TERMS OF TYPE, QUALITY OR QUANTITY, THE COMPANY SHALL REPAIR OR REPLACE THE PRODUCT, OR DELIVER THE SHORTAGES.

#### Section 7.TERMINATION

1. This Agreement shall terminate automatically upon occurrence of any of the following events:

(1) The User fails to comply with any terms and conditions of this Agreement;in the event of (1) above, the Company shall not be prevented from taking any legal action against the User, including claims for damages;

(2) The Company at any time delivers notification of termination to the User; or

(3) the User at any time destroy, erase and uninstall the Product and all the copies thereof in its possession.

2. Upon termination of this Agreement. the User shall destroy the Product and all the copies thereof in its possession.

3. The provisions set forth in the Sections 3 to 9 of this Agreement shall survive the termination of this Agreement.

#### Section 8.GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Japan. If any provision of this Agreement is found illegal, invalid or unenforceable, such provision shall be amended and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law and the remaining provisions of this Agreement shall remain in full force and effect.

#### Section 9.JURISDICTION

Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Sapporo District Court of Japan for the first instance without reference to conflicts of laws principles.

#### Section 10.REVISION OF THE AGREEMENT

1. The Company reserves the right to revise any terms and conditions contained in this Agreement in the following cases:

(1) Where the revision of this Agreement conforms to the general interests of Users.

(2) Where the revision of this Agreement is not contrary to the purpose of this Agreement, and the revision is considered to be rational in comparison with its necessity, reasonableness, substance and other circumstances relating to the revision.

2. The Company may at any time revise this Agreement in accordance with the preceding paragraph by giving a prior notice to the User, or by a prior announcement on its web site, of such revision, the provisions to be revised and the effective date thereof, and such revision of this Agreement shall be effective when the User agrees thereto or continues to use the Product or the Virtual Singer on and after such effective date as notified or announced.

References

1. ↑ https://ec.crypton.co.jp/download/pdf/eula\_virtualsinger.pdf