Translated into English: 23. 9.2013

QUADCEPT INCORPORATED (hereinafter, “QUADCEPT”) hereby defines the following terms and conditions of the Service License Agreement (the “Agreement”) which shall be applied to all applicants and users of the QUADCEPT FORCE, a cloud-type filing management system of QUADCEPT (hereinafter, the “Service.”)

General Terms

Article 1 Application and Amendment of the Agreement
1.
You must accept the Terms and Conditions of the Agreement (“Terms and Conditions”) before starting use of the Service. If you do not accept the Terms and Conditions, you cannot use the Service. You can accept the Terms and Conditions according to the following processes:
( 1 ) visit the web site of QUADCEPT (“Web Site”) and click the “Accept” button, or
( 2 ) start use of the Service directly.
2.
QUADCEPT may amend the Terms and Conditions without the prior consent of the clients. The clients shall follow the amended Terms and Conditions thereafter.
3.
In the event of any discrepancy between the Japanese and English versions of the Terms and Conditions, the Japanese version will govern.
4.
When the Terms and Conditions are amended, QUADCEPT may request you to approve such amended Terms and Conditions of the Agreement.
5.
When you enter into an individual License Agreement with QUADCEPT, such individual agreement shall supersede this Agreement.
Article 2 Definitions
1.
“Applicant” is defined as a user who applies for the use of the Service and is authorized by QUADCEPT to use the Service.
2.
“Account ID” is defined as a letter and numeric string identifying each Applicant of the Service.
3.
“User” is defined as a user of the Service other than the Applicant, who is permitted by the Applicant to use the Account ID and Password of the Applicant. The Applicant may permit the use of the Service only to a user who is subject to the control and supervision of the Applicant for appropriate use of the Service.
4.
“Client” shall mean all Applicants and Users who are authorized to use the Service.
5.
“Commercial purpose” shall mean business purpose.
6.
“Non-commercial purpose” shall mean any purpose other than Commercial purpose.
7.
“Agreement for One Month Period” shall mean the Agreement which specifies permitted use of the Service for a period of one month.
8.
Agreement for One Year Period” shall mean the Agreement which specifies permitted use of the Service for a period of one year.
Article 3 Legal Competence
1.
A minor who is

Establishment, Terms and Conditions and Termination of the Agreement

Article 4 Establishment of the Service License Agreement
1.
The Applicant must enter into the Agreement with QUADCEPT before starting use of the Service, except in cases where use of the Service is permitted by the Applicant pursuant to Article 2, Paragraph 3.
2.
The Applicant needs to apply for use of the Service according to the processes prescribed on the Web Site.
3.
The Agreement between the Applicant and QUADCEPT is effective when QUADCEPT sends an email authorizing the use of the Service to the Applicant. In case the Applicant selects payment by credit card, the Agreement between the Applicant and QUADCEPT is effective when QUADCEPT sends an email notifying the Applicant that the payment is settled.
4.
QUADCEPT may not authorize the use of the Service, and/or refuse to enter into the Agreement if:
( 1 ) the application is incomplete,
( 2 ) the Applicant has breached the Terms and Conditions of the Service at any time,
( 3 ) QUADCEPT, in its sole and absolute discretion, considers it reasonable not to authorize use of the Service to the Applicant and expressly indicates such reason to the Applicant.
5.
Applicant shall not be permitted to cancel the Application after the Agreement is effective.
Article 5 Term of Service
1.
The Applicant may start using the Service commencing the date QUADCEPT confirms payment of usage fee, shall be permitted to continue to use the Service until the expiration date as specified in the Agreement.
Article 6 Usage Fee
1.
The usage fee for the Service and its payment due date is set forth on the Web Site.
2.
The Applicant shall pay the usage fee in either of the following methods:
( 1 ) Payment by credit cards (but only limited credit companies and/or types of credit cards are acceptable. See details on the Web Site), or
( 2 ) Bank transfer.
Article 7 Automatic Renewal
1.
The Agreement for One Month Period and with terms of payment by credit card shall be automatically renewed each month until QUADCEPT receives five (5) days prior notice of cancellation by the Applicant.
2.
Any Agreement and payment method other than as described in above Paragraph 1 of this Article 7 shall not be automatically renewed.

Services Under the Agreement

Article 8 Services
1.
QUADCEPT offers the Clients the following services under this Agreement. Some of the services, however, may not be available for the Clients with non-commercial purpose. Please see the details of the services we offer on the Web Site.
( 1 ) TEAM (Clients management system): CAD operability analysis and clients management system
( 2 ) Libraries: free of charge libraries.
( 3 ) Forum: FAQ on the Web Site
( 4 ) Support: Support services on the use of the Service according to the processes prescribed on the Web Site.
Article 9 Amendment of Terms and Conditions
1.
QUADCEPT may amend the Terms and Conditions of the Service and change the price of the usage fee for the Service at any time, at its own discretion.
Article 10 Suspension of Service
1.
In case of the following events, QUADCEPT may suspend the Service without prior notice
( 1 ) regular and emergent maintenance and/or enhancement of the service system,
( 2 ) fire, failure of power supply, and other accidents,
( 3 ) act of nature such as earthquake, eruption, flood, and tsunami,
( 4 ) war, riot, civil disturbance, labor disputes and others,
( 5 ) contingent technical problems, and
( 6 ) any other events in which QUADCEPT determines that temporary suspension of the Service is needed or required, in its sole and absolute discretion.
2.
Even during such suspension or cessation of the Service, the usage fee of the User to pay shall continue to accrue.
Article 11 Termination of Service
1.
QUADCEPT may cancel the Agreement and/or cease any and all services, in the event it is unavoidable.
2.
Should QUADCEPT cease or cease any or all services, QUADCEPT shall notify the Clients on the Web Site and/or by any other appropriate methods, except in cases where QUADCEPT needs to cease the services immediately due to emergency or mandatory reasons, or other force majeure conditions.
3.
Even when QUADCEPT ceases any and all services, QUADCEPT will not refund any usage fees which are already paid.
Article 12 Account ID, Password
1.
The Client needs to keep its Account ID and Password safe and never allow third parties to use them. If the Applicant has reason to believe that its Account ID and/or Password has been compromised, then the Applicant needs to change such Account ID and Password
2.
When a registered Account ID and Password is used to log into the Service, QUADCEPT will deem that an authorized Applicant or its User logs in and uses the Service duly and appropriately.
Article 13 Registry of Purpose
1.
When applying for the Service, the Applicant needs to register if the intended use and purpose is either commercial or non-commercial according to the processes prescribed on the Web Site.
2.
When the purpose of the use of the Service changes from commercial to non-commercial or vice versa, the Applicant needs to re-register such change according to the processes prescribed on the Web Site.
Article 14 Change of Registered Information
1.
When there is any change in information registered, the Applicant needs to re-register such changes immediately according to the processes prescribed on the Web Site.
Article 15 Prohibition of Transfer
1.
The Client shall not transfer or assign any of its rights and/or interests in connection with the Service hereof to any third party without prior consent of QUADCEPT.
Article 16 Applicant’s Obligation
1.
The Applicant shall control and supervise its Users in compliance with the Terms and Conditions of this Agreement.
Article 17 Advertisement
1.
Any advertisement or sales promotion programs may appear on the window of the Web Site during the use of the Service. Such advertisement and/or sales promotion programs may
2.
Forms, designs, and coverage of the contents of the advertisement and/or sales programs may change from time to time without notice to the Clients.
Article 18 Suspension of Service by Reason of Client’s Default
1.
Until the settlement or dissolution of such event is confirmed by QUADCEPT, QUADCEPT may suspend the Service without notice in the event of any of the following:
( 1 ) when the registered information is incomplete,
( 2 ) when payment of the usage fee or any part thereof is not confirmed.
2.
Even in the event of any such suspension of the Service as indicated above, the usage fee shall continue to accrue.
Article 19 Prohibited activities
1.
The Client shall not be engage in or aid and abet any others in any of the following activities:
( 1 ) activities and/or behaviors that can violate the intellectual property rights of QUADCEPT and/or any third parties, including, but not limited to patents, copyrights, trademarks, logos, signs, other intellectual property rights, right to privacy, and/or right of portrait,
( 2 ) activities and/or behaviors that may infringe on any interests of QUADCEPT and any third parties, and/or cause damage and loss to QUADCEPT and any third parties,
( 3 ) activities and/or behaviors that may infringe on the fundamental rights of others and/or be against public order and morals,
( 4 ) activities and/or behaviors that may be considered as criminal behavior, and/or aiding and abetting of such behavior,
( 5 ) use of the Service that may cause damage and/or disturb the operation of the Service by adding extreme loading to the server(s) or equipment.
( 6 ) activities and/or behaviors that may harm the credibility of QUADCEPT,
( 7 ) registering or providing false information in application for the Service,
( 8 ) use of harmful programs and/or applications with computer viruses or malware or others, and/or provide or transmit such harmful programs and/or applications to others,
( 9 ) activities and/or behaviors that are against the Terms and Conditions of the Agreement,
( 10 ) allow any unauthorized third party other than the Applicant and its Users to use the Service by telling the available Account ID and Password,
( 11 ) assign or transfer the interests and/or rights of the Client in connection with the Service to any third party without the prior consent of QUADCEPT,
( 12 ) modification, alternation, lease, resale, and/or distribution of the Service or any part thereof,
( 13 ) illegal and/or abusive use of the programs and data comprising the Service, including, but not limited to, reverse engineering, decompilation, disassembly, destruction and/or alternation of the system,
( 14 ) Illegal and/or abusive use of the Service, including, but not limited to, invasion to the system and/or unauthorized alternation or destruction of the system,
( 15 ) any activities and/or behaviors that may be deemed as contrary to the Terms and Conditions of the use of the software, QUADCEPT Service License Agreement and best interests of QUADCEPT,
( 16 ) any activities and/or behaviors which are specified as prohibited activities on the Web Site.

■Termination of the Services■

Article 20 Cancellation by Applicant
1.
The Applicant may cancel the Agreement at any time during the Agreement Term according to the processes prescribed on the Web Site. The Agreement is cancelled when QUADCEPT receives the Applicant’s Notice of Cancellation through such prescribed processes. Upon receipt of such Notice of Cancellation, QUADCEPT will promptly send an email confirming the cancellation to the registered address of the Applicant.
2.
Regardless of the type of the Agreement Term (i.e., if the Agreement Term is one month or one year), the Applicant shall pay the usage fee for the month of cancellation and QUADCEPT will not refund any fees already paid.
3.
When the Agreement Term is for One Month Period, and the method of payment is by credit card, the Applicant needs to notify QUADCEPT of such cancellation five (5) days before the date of settlement by the credit card company (the settlement day of each credit card company is different). If such notification to QUADCEPT is not timely made, the Applicant will need to pay the usage fee for another month. Even in such case, QUADCEPT will not refund any fees already paid.
4.
When the Applicant cancels the Agreement according to the abovementioned processes, this Service License Agreement is terminated at the end of the service period for the month the usage fee has been paid.
Article 21 Cancellation by QUADCEPT
1.
QUADCEPT may cancel the Agreement immediately without prior notice to the Client, if the Client breaches any provisions of the Agreement, particularly including, but not limited to, provisions of Article 19.
2.
QUADCEPT may cancel the Agreement immediately without prior notice to the Client, when the following events occur, without regard to or determination of fault of the Client:
( 1 ) when the Applicant remains to be in default of its payment obligations even after warning by QUADCEPT,
( 2 ) when the registered information is incomplete and has not been completed or corrected, even after warning by QUADCEPT.
( 3 ) when a petition against the Applicant for compulsory execution is filed, or a petition by and against the Applicant for adjudication as a bankrupt, rehabilitation, or reorganization is filed,
( 4 ) when a negotiable instrument or a check issued by the Applicant is dishonored,
( 5 ) when a business of the Applicant is closed or goes into liquidation,
( 6 ) when QUADCEPT, in its sole and absolute discretion, believes or considers for any reason whatsoever, that the Applicant and/or its Users belong to or are connected to any antisocial groups including, but not limited to gangs, terrorists and others, or
( 7 ) when the Applicant breaches the Terms and Conditions of the Service License Agreement of QUADCEPT, an application software of QUADCEPT.
3.
QUADCEPT will not refund any fees already paid when the Agreement is cancelled pursuant to the above provisions of Paragraph 2 (1) to (7).

Confidential Information

Article22 Confidential Information
1.
The Clients shall not disclose any information obtained from QUADCEPT in connection with the Service and expressly indicated by QUADCEPT as “Confidential Information,” including, but not limited to, any technical and/or business information (hereinafter called “Confidential Information”) to any third party without prior written consent of QUADCEPT, or make use of such Confidential information other than the purpose of the Service. The Clients’ obligations hereunder shall not apply to the following Confidential Information which:
( 1 ) are or become generally available to the public at the time of disclosure by QUADCEPT,
( 2 ) are in the possession of the Client prior to the disclosure by QUADCEPT,
( 3 ) are or become generally available to the public after the time of disclosure by QUADCEPT other than as a result of a disclosure by the Client,
( 4 ) are or become available to the Client, on a non-confidential basis from a source which is entitled to disclose it,
( 5 ) are developed independently by the Client without the use of Confidential Information.
2.
The Client shall either return or destroy immediately any and all information obtained from QUADCEPT in connection with the Service if such Confidential Information is in the form of materials, or delete immediately such Confidential Information if such Confidential Information is electric data, upon the request or instruction of QUADCEPT, no matter if it is during the term of the Service or after termination of such.
Article 23 Data Sent from Client
1.
When the Client sends data by the use of the Service which is subject to public exposure and sharing of the information (“open data”), such open data is not deemed Confidential Information, as defined in this Agreement. QUADCEPT may make use of the open data at its discretion, by disclosing the open data to any third parties or by other methods.
2.
Any CAD data and information uploaded by the Client other than the open data shall be considered to be Confidential Information of the Client and QUADCEPT shall keep and store such data and information as appropriate and shall not disclose any of such data and information to any third parties, and shall not access to such data and information, except the following cases:
( 1 ) when Paragraph 3 of this Article applies,
( 2 ) when an investigative authority issues a warrant for disclose, a judicial authority orders disclosure, or a governmental agency requests disclosure, or
( 3 ) when QUADCEPT is subject to disclose such information by law or regulation.
3.
QUADCEPT may copy data being uploaded by the Client only to the extent necessary for maintenance and inspection of the data management facility and recovery from any trouble of the data management facility. This provision shall not be construed to mean that QUADCEPT guaranteed recovery of any Client data and information.
4.
QUADCEPT may delete or destroy all or any part of the information and data input by the Client in the following events:
( 1 ) when the Client agrees with such deletion,
( 2 ) when the Agreement is terminated according to Article 20,
( 3 ) when the Agreement is terminated according to Article 21, or
( 4 ) When the Service is suspended according to Article 11.

QUADCEPT shall not be liable for any damages incurred in connection with the deletion and non-recovery of such deleted data as above stated.

5.
QUADCEPT may automatically collect data regarding the status of usage and/or operation of the Service by the Clients and use such information for improving system management of the Service and/or advertisement.
Article 24 Privacy Policy
1.
QUADCEPT has adopted and implemented a Privacy Policy to keep the Client’s personal information
2.
Notwithstanding the above Paragraph 1, the Client acknowledges and agrees that QUADCEPT may use its personal information in accordance with QUADCEPT’s Privacy Policy. QUADCEPT may disclose the Client’s information to other third parties in the following events:
( 1 ) when a credit card company or a payment settlement agency for payment by credit card requires such disclosure,
( 2 ) when such disclosure is required for transfer of receivables, or
( 3 ) QUADCEPT may describe that you are a Client of the Service in its in-house materials and/or on the Web Site. You agree that QUADCEPT may introduce and/or post your company name, trademark, logo and others in its in-house materials and on the Web Site to the extent necessary for such purposes.
Article 25 Intellectual Property Rights
1.
Any and all intellectual property rights including, but not limited to, software, update programs, libraries, manuals and other materials, and images and music accompanying program operations, and any and all other materials related to the Software are owned by QUADCEPT.
2.
The Client may use the Service pursuant to the Terms and Conditions of this Agreement; however,
Article 26 Copyright and Open Data
1.
Uploading data by the Client is considered to the transfer of its rights to QUADCEPT (including rights under Article 27 and 28 of the Japanese Copyright Acts)
2.
QUADCEPT shall allow all clients for the non-exclusive use of the data and programs to the extent necessary for CAD design and related works. The Client, however, shall not rent, resale or distribute all or any part of the Service to any third parties.
Article 27 Limitation on Warranty
1.
The Service is licensed “AS IS AND WITH ALL FAULTS.” QUADCEPT DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES
( 1 ) any possible technical and/or operational flaws (including, but not limited to, failures or system troubles, interruption and disconnection of the Service, errors, accidental deletion of the data)
( 2 ) any damage and loss including destruction or leakage of data of the Clients by malicious acts of any third party,
( 3 ) Aany flaws of programs and data which the Client may obtain through the use of the Service,
( 4 ) any errors, inaccuracy, miscalculation or misrepresentation of the data prepared by the Clients by using the Service,
( 5 ) modification of technical or operational flaws,
( 6 ) any possible invasion of any third party’s interests and rights, or
( 7 ) compatibility or incompatibility issues of the Service with the purpose of using the Service of the Client.
2.
The Client requires and hereby acknowledges the need for an appropriate internet connection to use the Service. It is the Client’s sole responsibility for obtaining and maintaining an appropriate internet connection. QUADCEPT shall not be responsible for any internet connection or maintenance issues and shall not be liable for any claims or damages resulting from the same.
Article 28 Limitation on Liability
1.
THE CLIENT AGREES THAT IN NO EVENT, SHALL QUADCEPT BE LIABLE TO THE CLIENTS UNDER A THEORY OF BREACH OF CONTRACT, CONTRACT WARRANTY, PRODUCT LIABILITY, TORT, OR OTHERS FOR THE FOLLOWING DAMAGES, AND QUADCEPT SHALL NOT REFUND THE FEE ALREADY PAID BY THE CLIENT.
( 1 ) Any direct, indirect, incidental, consequential, or punitive damages incurred to the Client by the use of the Service or non-use of the Service due to suspension of the Service or others. Such damages Include, but not limited to, forfeiture of benefits, decrease of credibility and/or reputation of business, damage by data deletion, computer problems, cost for substitute products and/or services, damage caused by suspension of the work on the Service, and others.
( 2 ) damage incurred to the Client because the Client believes the accuracy, completeness, and content of advertisements appearing on the window of its computer, and damages, if any, incurred to the Client due to the relationship and/or business transactions between the Client and advertiser or sponsor.
( 3 ) damage due to the suspension of updates and modification of the Service by QUADCEPT.
( 4 ) damage due to the support service of QUADCEPT provided or not provided to you (which shall include, without limitation, the support staff’s ability or inability to assist the Client or answer or resolve the Client’s inquiry.
( 5 ) damage incurred to the Client due to the unauthorized use of its Account ID and Password by any third party,
( 6 ) damage incurred to the Client due to the unauthorized use of credit card by any third party,
( 7 ) damage caused by any disputes between the Client and a credit card company and other financial institution, or
( 8 ) damage due to act of nature, power failure, fire, war, riots and others.
2.
Notwithstanding above, however, in the event of a Client, who uses the Service for non-commercial purposes, suffers damages as a result of the negligence of QUADCEPT, then QUADCEPT shall compensate the Client for such damages. The limit of such compensation, however, shall be the total amount of the usage fee previously paid by the Client to QUADCEPT, except such limitation shall not apply in cases where the damages were caused by the willful misconduct or gross negligence of QUADCEPT.
1.
If any of the limitations on liability set forth in this Article 28 may not allowed to apply to you under some jurisdiction, such limitations of liability hereunder shall be applied to the
Article 29 Indemnification

The Client shall, at its own expense, indemnify, defend and hold QUADCEPT harmless from and against any and all claims, liabilities, losses, damages and expenses arising out of any use of the Service.

Article 30 Survival

Following termination or expiration of the Agreement, Article 11 and Paragraph 3, 12, 15, 19, 21 and Paragraph 3, 22, 23, 24, 25, 26, 27, 28, 29 of the Agreement shall survive any such termination or expiration and shall remain in full force and effect and be binding upon the parties.

Article 31 Governing Law
This Agreement shall be governed by and in accordance with the laws of Japan, excluding conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Article 32 Exclusive Jurisdiction

The Osaka District Court shall have the exclusive jurisdiction in the first instance over any and all disputes arising in connection with this Agreement.

Article 33 Good Faith Dispute Resolution

The parties agree to use their best efforts to settle amicably and in good faith any disputes or problems arising between the parties in connection with the Service or with the Agreement.