FFRI Enterprise Management Console Terms and Conditions of License Agreement
These are the terms and conditions (these "Terms and Conditions") of the license agreement related to FFRI Enterprise Management Console. A customer enters into the FFRI Enterprise Management Console license agreement (this "Agreement") with FFRI Security, Inc. ("FFRI") by accepting these Terms and Conditions set forth in this Agreement and performing the installation.
ARTICLE 1 DEFINITION
The definitions of the terms used in this Agreement shall be as follows:
(1) "Product" shall mean "FFRI Enterprise Management Console" which is the software product of FFRI related to "FFRI yarai" (including the FFRI yarai for Monthly Payment Version) or "FFRI yarai Vulnerability Attack Defense Function", including accompanying items prescribed by FFRI, such as manual data, etc. and the hotfix as defined below;
(2) "Hotfix" shall mean electronic files provided to a customer by FFRI to provide Product updates, bug fixes, and security patches; and
(3) "License Key" shall mean a license serial number issued by FFRI for the use of the Product in accordance with this Agreement.
ARTICLE 2 LICENSE
A customer which includes a business operator conducting operation and management of "FFRI yarai" shall be licensed to use the Product on non-exclusive basis during the license term as provided in the next Article, in accordance with these Terms and Conditions of this Agreement.
ARTICLE 3 LICENSE TERM
The license term of the Product shall be governed by the term the customer is entitled for the use of "FFRI yarai" or "FFRI yarai Vulnerability Attack Defense Function" or the term period the customer conducts the operation and management of "FFRI yarai" as a business operator. Upon expiration of the license term, a customer no longer has the right to use the Product at all.
ARTICLE 4 REQUIREMENTS, ETC.
1. The Product shall be used only on operating systems satisfying the system requirements listed on FFRI yarai System Requirements and may not be used on any other operating systems; provided that, the above shall not apply in case FFRI has an individual agreement with a customer.
2. The requirements related to hardware and software the Product is to be used with shall be separately specified by FFRI and subject to change without notice in association with the release of newer versions of the Product.
ARTICLE 5 INTELLECTUAL PROPERTY RIGHTS
1. Unless otherwise indicated by FFRI, all intellectual property rights relating to the Product shall belong to FFRI. These rights are protected by international treaties and Japanese domestic laws.
2. A customer shall not copy or modify the Product (including reverse engineering, reverse compilation, reverse assembling and other analysis) in whole or in part without prior permission from FFRI.
ARTICLE 6 PROHIBITION OF ASSIGNMENT, ETC.
A customer shall not transfer or pledge its right for the contractual status of this Agreement or the Product as collateral to a third party (including a related company of a customer irrespective of its shareholding ratio) in whole or in part, or allow them to use the Product for any reason; provided that, the above shall not apply in case FFRI provides a written permission.
ARTICLE 7 SUPPORT SERVICES
1. The support term of the Product shall be, in principle, the license term a customer is entitled for the Product; provided that, the above shall not apply in case the support term has ended for OS listed on FFRI yarai System Requirements or a version of the Product, and the devices that have such OS or Product version installed shall be considered as out of the scope of this Product support.
2. During the Product support term, a customer shall be entitled to install and use hotfixes provided by FFRI free of charge for Product updates, bug fixes, security patches and so on,
3. Hotfixes will be provided for the latest version of the Product. Therefore, hotfixes for older versions may not become available.
4. FFRI shall not be responsible in any way for the damages, such as interruption, data loss, etc. incurred due to missing updates that a customer did not apply.
5. FFRI may request Product logs or information related to analyzing files from a customer to support troubleshooting issues or bugs caused by the Product. If the above information is not provided by a customer, FFRI may not be able to answer inquiries from a customer.
ARTICLE 8 LIMITATION OF LIABILITY
1. IT IS SPECIFICALLY NOTED THAT THE PRODUCT DOES NOT GUARANTEE, IN ANY MEANING, FITNESS FOR SPECIFIC PURPOSES, NOR GUARANTEE NON-ADVERSE EFFECTS TO THE EQUIPMENTS AS WELL AS SOFTWARES, DATA, ETC. INSTALLED ON SUCH EQUIPMENTS.
2. IF A DEFECT SUCH AS A BUG IS DETECTED IN THE PRODUCT, FFRI'S LIABILITY TO A CUSTOMER SHALL BE DEEMED BY PROVIDING REQUIRED HOTFIXES.
3. IN NO EVENT SHALL FFRI BE LIABLE TO A CUSTOMER OR TO ANY THIRD PARTY EVEN IN CASE OF DAMAGE OR DISADVANTAGE FOR ANY CONSEQUENTIAL, SECONDARY, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OR LOSS OF PROFITS INCURRED WITH RESPECT TO USAGE OF THE PRODUCT OR SUPPORT SERVICES INCLUDING MALFUNCTION OR BUG.
4. FFRI'S TOTAL AGGREGATE LIABILITY TO A CUSTOMER OR TO A THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT A CUSTOMER PAID DURING THE ONE YEAR PRECEDING THE DAMAGE GIVING RISE TO THE LIABILITY IRRESPECTIVE OF REASONS AND TYPE OF LIABILITY.
5. THE ABOVE LIMITATION AND DISCLAIMER SHALL APPLY ONLY TO THE EXTENT ADMITTED BY APPLICABLE LAWS.
ARTICLE 9 CONFIDENTIALITY
In case a customer obtained technical information in whole or in part while using the Product related to features such as file structure, a customer shall keep it in confidence and shall not disclose or divulge it to a third party without the prior written approval from FFRI; provided that confidentiality set forth above shall not apply when a customer establishes the followings:
(1) a customer already owned the information with a lawful right prior to the acquisition;
(2) the information was publicly available prior to the acquisition;
(3) the information becomes publicly available without any fault of a customer after the acquisition; and
(4) a customer obtained the information from a third party which has a lawful right to disclose the same and no confidentiality obligation.
ARTICLE 10 TERMINATION OF AGREEMENT, ETC.
1. In the event a customer breaches this Agreement, FFRI shall be entitled to terminate this Agreement, in which case the customer may no longer use the Product in any way.
2. In addition to the preceding Paragraph, FFRI shall be entitled to terminate this Agreement immediately without taking any procedures including a notification in case a customer corresponds to any of the following :
(1) a customer is or was a crime syndicate, member of crime syndicate, company related to a crime syndicate, associate member of a crime syndicate, corporate extortionist, or any other antisocial forces ("Antisocial Forces");
(2) a customer conducts an intimidating or violent act or act of damaging FFRI's reputation or credibility;
(3) a customer obstructs FFRI's business using fraudulent means or forces;
(4) a customer makes unjustified demands which are subject to elimination under the Guideline for Prevention of Damages from Antisocial Forces;
(5) a customer utilizes a third party who belongs to Antisocial Forces to conduct any action of (2), (3) or (4) of the above; and
(6) a customer supplies funds to Antisocial Forces and promotes their activities.
3. A customer may terminate this Agreement by destructing the Product and all its copies; provided that, FFRI shall not be obligated to refund any amount paid by a customer under this Agreement.
4. In case this Agreement is expired or otherwise terminated, a customer shall destroy the Product and all of its copies.
ARTICLE 11 ENTIRE AGREEMENT
1. This Agreement, including additional provisions or amendments to this Agreement attached to the Product, shall constitute entire agreement between a customer and FFRI with respect to the Product and its support services (if applicable), and shall supersede all manifestation of intentions, proposals, representations, etc., whether oral or in writing, in regards to the Product and other matters to which this Agreement is applicable.
2. In case there is any inconsistency in provisions between FFRI's policy statements or programs related to support services, the provisions in this Agreement shall control.
3. FFRI shall be entitled to amend this Agreement without an individual agreement with a customer. FFRI shall also be entitled to amend contents of support services or other notification contents without prior notice to a customer, and in case such amendments are made, the previous Agreement or contents shall become invalid and the latest amendments shall control. Please refer to the web page for this Agreement (https://www.ffri.jp/products/eula/emc_en.htm) for the latest contents of the Agreement.
ARTICLE 12 GOVERNING LAWS AND JURISDICTION
This Agreement shall be governed by Japanese Laws. It is hereby agreed that any disputes between FFRI and a customer arising in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court and Tokyo Summary Court.
ARTICLE 13 EVALUATION VERSIONS, ETC.
With respect to the Product indicated as trial version, evaluation version or other similar notation which is provided to a customer for a certain period at free of charge, it shall be subject to the terms of this Agreement during such provided period.
Revised on June 25, 2020