FFRI yarai Terms and Conditions of License Agreement
These are the terms and conditions (these "Terms and Conditions") of the license agreement related to FFRI yarai. A customer enters into the FFRI yarai 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 yarai" which is the software product of FFRI, including accompanying items prescribed by FFRI, such as manual data, etc. and 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.
(4) "EDR Function" shall mean certain features provided in "FFRI AMC" which are available to users when using the Product version 3.2.0 or later along with "FFRI AMC" 3.2.0 or later, including the feature to check files on the user's device with the Product installed against threat information such as malware ("Threat Information"), inspecting whether malware exists within user's organization to isolate the devices infected by malware and output such corresponding result in a report.
ARTICLE 2 LICENSE
A customer 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
1. The license term of the Product shall be governed by the term described in a license certificate or the term period of the License Key obtained by a customer. Upon expiration of the license term, a customer no longer has the right to use the Product at all.
2. Notwithstanding the provision in the preceding Paragraph, purchasing and applying a new License Key by one day before the license expiration date shall allow a customer to continuously use the Product for the license term described in a license certificate or the term period assigned to such License Key, and the same shall apply thereafter.
ARTICLE 4 NUMBER OF LICENSES, ETC.
1. The number of the license allowed for a customer for Product usage shall be the number described in a license certificate or the number agreed by a FFRI reseller. A customer shall not install one license in whole or in part on multiple devices concurrently. In case such device is replaced, a customer may transfer the license and use it on a new device.
2. In case a single device is operated as multiple devices using virtualization technology (virtual machine) or the Product is used in multi-boot environment, those shall be considered as multiple devices, and one Product license shall be required per operating system.
3. If the Product is used in a thin client environment, the number of licenses required must be equivalent to the number of clients with access rights. In this case, all clients with access rights shall be reflected by the license count, not the number of clients with concurrent access.
4. 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.
5. 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 term described in a license certificate; 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.
6. Support for inquiries related to false-positives is provided only for the files detected by the detection engines of the Product (ZDP engine, Static Analysis engine, Sandbox engine, HIPS engine and Machine Learning engine).
ARTICLE 8 LIMITATION OF LIABILITY
1. IT IS SPECIFICALLY NOTED THAT THE PRODUCT DOES NOT GUARANTEE, IN ANY MEANING, PERFECT DEFENSE AND DETECTION AGAINST MALWARE, NOR GUARANTEE NON-ADVERSE EFFECTS TO THE EQUIPMENTS AS WELL AS SOFTWARES, DATA, ETC. INSTALLED ON SUCH EQUIPMENTS.
2. EDR FUNCTION DOES NOT GUARANTEE THAT THE TARGET FILE DOES NOT EXIST WITHIN THE USER'S ORGANIZATION EVEN IN CASE IT IS NOT DETECTED AFTER THE CHECK AGAINST THREAT INFORMATION. ISOLATION FEATURE IN EDR FUNCTION ALSO DOES NOT GUARANTEE THE PERFECT ISOLATION OF DEVICES AND PREVENTION OF FURTHER MALWARE INFECTION, IN ADDITION, FFRI HAS NO CONCERN WITH THREAT INFORMATION USER PROVIDED IN "FFRI AMC".
3. 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.
4. 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 (INCLUDING EDR FUNCTION) OR SUPPORT SERVICES INCLUDING MALFUNCTION OR BUG.
5. 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.
6. 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 detections logics or 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, 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/yarai_en.htm) for the latest contents of the Agreement.
ARTICLE 12 Information Collection Policy
If you use the Product, you shall agree to gFFRI yarai Information Collection Policyh (https://www.ffri.jp/information/privacy/yarai_privacy_policy.htm).
In addition, if gFFRI AMCh is used as the management console for your use of the Product, you shall agree to gFFRI AMC Information Collection Policy" (https://www.ffri.jp/information/privacy/amc_privacy_policy.htm).
ARTICLE 13 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 14 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 August 17, 2021