Medical Monitor Solutions RadiForce

1. DEFINITION: The Software in the Agreement includes a program or a data file made and provided by the Company, and may include associated media, printed materials and any online or electronic documentation, all of which are provided by the Company.

2. GRANT OF LICENSE: The Company grants to you a non-exclusive right to use the Software on an unlimited number of personal computers provided that you remain responsible for the compliance of each user with the terms and conditions hereof. The Company reserves all rights not expressly granted under the Agreement.

3. OWNERSHIP OF INTELLECTUAL PROPERTY: The Company retains all rights, title and ownership to the Software, and the copyright and any other intellectual properties concerning the Software.

4. COPY RESTRICTIONS: You may not copy the Software, except that you may make a single copy of the Software for your own backup or archival purposes only. You may not use the backup copy for any purpose other than reinstalling the Software in the computers mentioned in Provision 2. You are held legally responsible for any copying or copyright infringement which is caused or encouraged by your failure to abide by the terms of this restriction.

5. TRANSFER RESTRICTIONS: You may not allow the Software to be used by anyone else through transfer, rent, lease or any other means, whether with compensation or not, without the prior written consent of the Company.

6. MODIFICATION AND REVERSE ENGINEERING RESTRICTIONS: You may not reverse engineer, disassemble, decompile, modify, adapt, translate, or create derivative works based on the Software, delete or modify the intellectual property mark in the Software, without the prior written consent of the Company.

7. TERMINATION: This Agreement is effective until terminated. The Agreement will terminate automatically, without notice from the Company and become null and void if you fail to comply with any provisions of the Agreement. Upon termination, the Company may request you to destroy the Software and all copies of the Software. In addition to, or instead of the request mentioned above, the Company may claim damages against you.

8. LIMITED WARRANTY: The Company disclaims all warranties, express, implied, statutory or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, and nonexistence of virus with respect to the Software.

9. LIMITATION OF LIABILITY: In no event, shall the Company be liable for any incidental, indirect, special or consequential damages (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the Software or in any connection with the Software, except that such damages are caused by the Company’s intention or gross negligence.

10. GOVERNING LAW AND JURISDICTION:
(1) This Agreement shall be construed in accordance with the laws of Japan.
(2) Any legal action to enforce or interpret the terms of this Agreement shall be brought exclusively in the Tokyo District Court, Tokyo, Japan.