END-USER LICENSE AGREEMENT
Change Vision, Inc.
11th Version as of 24th
June 2015
Important:
Please read carefully all of the following terms and conditions.
THIS END-USER LICENSE AGREEMENT ("this Agreement") is a legal
agreement between you (either an individual, a firm or a single entity)
and Change Vision, Inc. (the "Company" or "we") for a software product named
"Astah" including computer programs, associated media, printed materials and
online or electronic documentation (collectively the "Product"). The Product
is licensed to you under the terms and conditions of this Agreement. By installing,
copying, downloading, accessing, or otherwise using the Product,
you agree to be bound by the terms and conditions of this Agreement. If you do not
agree to the terms and conditions of this Agreement, do not download, install or
use the Product.
Article 1 Copyright
1. The Company shall retain copyright and any other proprietary rights in
and to the Product, and the Product is protected by copyright laws and
international copyright treaties or by the copyright notice or other
intellectual property notice.
2. The Product is licensed, not sold. You do not have any right
other than the license granted under this Agreement.
Article 2 Grant of License
The Company shall grant you the following rights:
1. If you agree to the terms and conditions of this Agreement and
complete the prescribed user registration and license registration on our
website, the Company provides you with the license key necessary to use the Pr
oduct. (The license key includes the user name and the company or
organization name, etc.)
2. If you agree to the terms and conditions of this Agreement, purchase more than
one license and complete the prescribed user registration, you or (in case of our
customer being an association or corporation) a single individual in
charge of the Product belonging to such association or corporation,
may complete license registrations on our
website, the Company provides you with appropriate limited number
of license keys necessary to use the Product.
(The license key includes the user name who registered the licenses and the com
pany or organization name, etc.)
3. For the license to be registered, you need the license number and the validation
code (collectively the "License Authentication Key") notified
by the Company or its official distributor and partner
(collectively the "Partner"). (The date on which
you registered the license is hereinafter referred to as the "Effective Date.")
4. The Company authorizes only person who has purchased the licensed
Product through the Company or the Partner to be allowed to use the Product
under this Agreement.
5. You may distribute your own copyrighted works based
upon the Product to others in accordance with this Agreement.
You may make an appropriate limited number of copies of the Product on a
backup storage devise such as hard disk, optical media or tape and physical CD
media solely for the purpose of replacement in the event of destruction
or loss of an original copy of the Product.
6. In case our customer is an association or corporation, a single individual in
charge of the Product belonging to such association or corporation may make an
appropriate limited number of copies of the Product
up to the numbers of licenses have been registered completely for the purpose of
distribution to individuals to use the Product.
7. In case the association or corporation who purchased the licenses were merged
and acquired or partially jointed with another association or corporation,
you may continue to use the licenses within the associated corporation.
8. In case the Product is used on the virtualized environment such as thin client or
others, and there is a difference between numbers of computers and
uses physically and logically. The latter numbers of licenses are required.
9. The Company shall retain all rights in and to the Product
except for the license granted to you expressly in this Agreement.
Article 3 Prohibited Use
You may not:
(1) copy the Product except as provided in Article 2 of this Agreement;
(2) alter, reverse engineer, disassemble or decompile any software included
in the Product;
(3) sell, distribute, lease or assign to others the copies of the Product or information
such
as the License Authentication Key or license key relating to the license of the P
roduct; or
(4) sublicense to any third party to use the Product.
Article 4 Limited Warranty
1. The Company warrants that media for the Product will, under normal use,
be free of defects in materials and workmanship during the first ninety (90)
days from the Effective Date of this Agreement (the "Warranty Period"). In
any case, the Company's sole obligation
under this warranty is to replace the defective media returned to the Company d
uring the Warranty Period. This warranty shall not
apply to the damage arising from misuse, abuse or
carelessness by you. The Warranty Period of the defective media
is applicable to such replaced media.
2. Should the Product not be in compliance with the warranty as provided
in the preceding paragraph, you may notify the Company in
writing during the Warranty Period and return the defective Product
and then the Company will provide you with the replacement.
3. The Company in no way warrants merchantability or fitness of the Product for
a particular purpose, nor warrants performance, results or other
contents arising out of or in connection with the Product.
4. The Company in no way makes any further representation of warranty,
express or implied, on the Product.
Article 5 Limitation of Liability
Except as provided in Article 4, in no event shall the Company be liable to you for
any special, incidental, indirect or consequential damage or any damage arising out
or in connection with the use or performance of the Product including any claims for
such damages by a third party against you, whether the Company is informed
of the possibility of such
damages. Should the Company be liable to you, the maximum amount of
such liability shall not exceed the amount of money actually paid
by you for the Product.
Article 6 Support Services
1. The Company shall provide to the customer who has made a user registration
and license registration with respect to license for each
of the Products the following support services related to the Product free of
charge for the period from the Effective Date of this Agreement to the date prov
ided separately. Support services shall be provided in English or Japanese:
(1) provision of
upgrades including the adjustment to defects and the improvement
of the Product; and
(2) response to inquiries relating to the operation of the Product
(including information of the known problems of the Product).
(3) Several benefits during your support effective period (Contents of
benefits are described on our website, and
are subject to change without notice)
2. The Company shall discontinue to provide support and download
of the Product three years after its release date of its first decimal place.
3. You shall promptly notify the Company upon
any change to items of the user registration
with respect to respective licenses for all the Products owned by you.
4. Our obligation related to the support services shall
be limited to the reasonable efforts as provided for in paragraph 1
of this Article. The Company shall not be required to provide the support
services to the following persons:
(1) a person who has not completed the user registration in
accordance with the procedure set by the Company;
(2) a person who has not notified us upon
any change to items of the user registration as provided
in the preceding paragraph;
(3) a person whose user registration has been removed at the request of
such person;
(4) a person whose support effective period has expired; or
(5) a person who uses the Product without paying for license of the Product.
5. The Company may cease to render the support services without prior notice in
any of the following events:
(1) when we need emergency maintenance of the computer system;
(2) when we are unable to operate the computer system by reason
of force majeure such as fire, electric power outage or interruption
by any third party;
(3) when we are unable to operate the computer system by reason of a natural
disaster or the similar to this; and
(4) when we deem it necessary to suspend the operation of the computer
system due to emergencies other than above.
6. Notwithstanding anything provided
in the preceding paragraph, the Company may cease to render the support
services for the Product with one (1) year prior notice, and in such
event the Company shall have no obligation to provide to you any support
services related to such Product.
Article 7 Special Agreement
The following terms and conditions (the "Special Agreement") shall
be applicable to the specific edition or special license of the Product and shall
be added to Articles 2, 3, 4 and 6. When
any discrepancy arises between the Special Agreement and
other provisions of this Agreement, the Special Agreement shall prevail.
Astah Engineering Pack
1. You may use the edition of the Product, Astah Professional, Astah SysML
and Astah GSN under this Agreement.
Astah Professional
1. You may use the edition of the Product, Astah Professional
under this Agreement.
Astah UML
1. You may use the edition of the Product, Astah UML under this Agreement.
Astah SysML
1. You may use the edition of the Product, Astah SysML under this Agreement.
Astah GSN
1. You may use the edition of the Product, Astah GSN under this Agreement.
Astah Community 7.0 or Later
1. If you agree to the terms and conditions of this Agreement,
you may use the Product without user registration on our
website or purchase of license.
2. The Company grants you a personal, non-exclusive, non-transferable, limited lic
ense to use the Product, and you may install and use the Product on an
appropriate limited number of computers.
3. You may use the edition of the Product, Astah Community version 7.0
or later for your personal usage only if:
(1) you do not charge or accept compensation for the use of this software or
any services that you provide with it;
(2) you do not generate anything that can be used for commercial with it;
(3) you do not provide anything related to commercial service with it; and
(4) you do not use it for any commercial usage, application, research or
development.
4. Articles 4 and 6 shall not
be applicable to Astah Community. The Company shall have no obligation to gi
ve warranty or render support services with respect to Astah Community.
5. Without consent of the Company in writing, you may not sell,
distribute, lease or assign to others copies of the Product, nor
sublicense the use of the Product to any third party.
6. Although the Product
may show advertisements through the software on the screen of the computer,
we will not inform any specific website of your personal information or other
information in your computer.
Astah Community 6.9 or Older
1. If you agree to the terms and conditions of this Agreement,
you may use the Product without user registration on our
website or purchase of license.
2. The Company grants you a personal, non-exclusive, non-transferable, limited lic
ense to use the Product, and you may install and use the Product on an
appropriate limited number of computers.
3. Articles 4 and 6 shall not
be applicable to Astah Community. The Company shall have no obligation to gi
ve warranty or render support services with respect to Astah Community.
4. Without consent of the Company in writing, you may not sell,
distribute, lease or assign to others copies of the Product, nor
sublicense the use of the Product to any third party.
5. Although the Product
may show advertisements through the software on the screen of the computer,
we will not inform any specific website of your personal information or other
information in your computer.
Astah Plug-In
1. You may use the Product with Astah Plug-In (the "Plug-In") added.
2. In order to use the Product with the Plug-In,
you need required numbers of license for both the Product and Plug-In.
3. The license required to use the Plug-In is the content specified for the Product
and License Information on our website and printed materials.
Trial License (including software for evaluation purposes and beta version)
1. Provided that you agree to comply with the terms and
conditions of this Agreement, you may use the Product only for evaluation and
demonstration purposes pursuant to this Agreement. Unless otherwise specifical
ly permitted by the Company, you may not use the Product for the commercial,
business or profit purposes.
2. During a trial period determined by the Company separately,
you may use the Product and create derivative works on the basis of the Product
under the trial license during such trial period (including the data, printed
materials and computer
source codes; hereinafter referred to as the "Derivative Works"); provided, ho
wever, you may not use or
distribute such Derivative Works other than for the evaluation purpose.
3. Articles 4 and 6 shall not
be applicable to the trail license (including software for evaluation purposes and
beta version). The Company shall have no obligation to give warranty or render
the support services during the trial period.
4. Upon termination of the trial period, you may not continue to use the Product
unless you purchase the license of the Product. If
you do not purchase the Product at the time of such termination, you must
delete and destroy completely all copies of the Product, all of its component in
any form and all of the Derivative Works. If
you wish to continue use the Product after the trial period,
you must purchase the license of the Product for
use of the Product from the Company or any of the Partners.
5. The stop function is built into the Product so that you may not
continue to use the Product after the termination of the trial period.
Limited Time License (Timed License)
1. The Company grants to you a personal, non-exclusive, non-transferable and limi
ted license to use the Product and you may install and use the Product for a
single computer. You may re-install and use it for another single computer
only if you delete the Product
completely from the computer that has installed them. A number of qualified
users may use the Product on the single computer but only one person at a time.
2. You may use the Product for the period from the date you designated
at the registration to the end of the period specified for
each license. The stop function is built into the Product so that you may not
continue to use the Product after the termination of the period for use.
3. The Company shall provide you with the support
services related to the Product for the period set forth in the preceding paragraph.
You may not extend the period for support services through the support license.
4. Upon termination of the timed license period,
your timed license may be extended if you purchase and register
another timed license.
5. You may not have your timed license upgraded to the user license.
User License
1. The Company grants to our customer who has made a license registration or (in
case of our customer being an association or corporation) a single individual
belonging to such association or corporation
a personal, non-exclusive, non-transferable, limited license to use the Product
2. If the customer who has made a license registration is a single individual
who is licensed to use the Product, such user may install and use the Product on
an appropriate limited number of computers.
3. The Company shall provide to you who have purchased support license for
extension of the support effective period with respect to the license for each
of the Products owned by you, the support services as set forth
by the Company for a period from the end of the support
effective period for the license of the Product to the end of the period prescribed
by the Company separately for the license for each of the Products.
Node Count License
1. The Company grants to you, as a single individual belonging to such association
or corporation purchasing and registering a Node Count License,
a personal, non-exclusive, non-transferable and limited license to use the Produc
t for a designated period within limited numbers.
2. You may install the Product on all the computers prescribed users may use that
an association or corporation holds, and also make copies of
distribution to install the Product on them.
3. Prescribed users may use the Product
by accessing to the Company's server to activate a license under the Node Coun
t License's limited numbers during the period this Node Count
License is designated to run for.
4. A number of qualified users may use the Product on the single computer.
5. You may have the third parties (Such your associated partner
companies) to use the Product only to accomplish your business. In this case,
you have an obligation
and responsibility to ensure such third parties comply with the terms and
conditions of this Agreement.
6. You may use the Product within the limited number the license grants on
multiple computers. The stop function is built into the Product so that
you may not use the Product when the numbers of Product being used
exceeds the prescribed limit.
7. You may use the Product for the period the date your administrator designated
at the registration to the end of the period
specified for the license. The stop function is built into the Product so that
you may not continue to use the Product after the termination of the period for
use.
8. The Company shall provide you with the support
services related to the Product for the period set forth in the preceding paragraph.
You may not extend the period for support services through the support license.
9. Upon termination of the Node Count License period, your Node Count
License may be extended if you purchase and register another Node Count
License.
10. The Company shall maintain the information such as Activation times, first
date of Activation, the last check-out date of Node Count
License for the purpose of the verification
of license range and providing Support Service.
11. The Company shall collect the License ID, 1) Machine Information and
2) Identifier Name and send them to our server that manages all the Product
information for the purpose of the verification
of license range and providing Support Service.
1) Machine Information: A unique code that identifies your computer that
is obtained through using Product
2) Identifier Name: A name users set when activating the license per
computer (The computer name will become the Identifier
Name as default)
Corporate License
1. If you (a single individual in charge of the Product belonging to association or
corporation) agree to the terms and conditions of this Agreement, and in
accordance with the special terms and conditions of Corporation
License, the Company provides you with the license key necessary to use the Pr
oduct.
2. You may make copies of the Product for the purpose of
distribution to prescribed users who are entitled to use the Product in
accordance with the special terms and conditions of Corporate License.
3. You may use the Product for the period from the date you designated in
accordance with Corporate License terms and agreements to the end
of the period specified. The stop function is built into the Product so that
you may not continue to use the Product after the termination of the period for
use.
4. The Company shall provide you with the support
services related to the Product for the period set forth in the preceding paragraph.
You may not extend the period for support services through the support license.
Student License
1. If you agree to the terms and conditions of this Agreement,
you may use the Product without user registration on our website.
2. The Company grants you a personal, non-exclusive, non-transferable, limited lic
ense to use the Product, and you may install and use the Product on an
appropriate limited number of
computers as long as you are only one who uses this Product.
3. Articles 4 and 6 shall not be applicable to Astah Professional Free Student
License. The Company shall have no obligation to give warranty or render
support services with respect to Astah Professional Free Student License users.
4. Without consent of the Company in writing, you may not sell,
distribute, lease or assign to others copies of the Product, nor
sublicense the use of the Product to any third party.
Article 8 Confidentiality
1. (a) The contents of this Agreement and (b) all information disclosed
by the Company under this Agreement (such
as License key of the Product, phone number, fax number, e-mail address, URL,
all other information disclosed via
computer network by providing the License Authorization Key and Support Ser
vices) shall be treated as strictly confidential ("Confidential Information") and
you may not
disclose the Confidential Information to any third party without the Company's
prior written consent, nor abuse the Confidential Information. Especially if
you disclose or leak the License Information such
as License Authorization Key or
License key itself to any third party, the Company grants a right to stop your
use of the licensed Product. You may disclose the Confidential Information
only for reasonable cause such as in compliance with judicial or other
governmental order; provided, however, that in such event you shall
give a prompt prior notice to the Company.
2. The obligation under this Article shall not apply if such information
is any of the followings:
(1) Information which becomes available to you on an unrestricted
basis from a third party (Except any License Information of the Product);
or
(2) Information which was independently developed by you without
using any of the Company's confidential Information.
3. The preceding paragraphs shall survive the expiration or termination
of this Agreement.
Article 9 Personal Information
1. The Company, for the purposes of our provision to you of information provider
service to members and relating to downloading of software, purchase and
support of products, management of information on members, announcement of
event seminars, etc., may collect and use and, unless your request for removal
is received, keep for three (3) years the following information on
you ("Personal Information", including any updates),
with the necessary protective measures taken against divulgence of and
abuse of the Personal Information:
(1) your name, company or organization name, address, phone number, e-mail
address, etc. that we collect under paragraphs 1 and 3 of Article 6;
(2) products you purchased, user registration date, renewal of contract,
information disclosed in relation to your payment, etc. and
items relating to agreements by and between you and the Company, and;
(3) your inquiries and your answers to questioners, etc.
2. The Company will
use the Personal Information for the following purposes. The provision of
information to you within the purposes mentioned below will
be made to you by means of e-mail, post, phone or fax.
(1) to make descriptions in the license key for the purposes of identification
of the Registered User and the computer in which the Product is installed
or used;
(2) to offer the support services set forth in Article 6;
(3) to notify you of the renewal of the agreements;
(4) for our business promotion concerning to our products or services.
3. The Company may entrust our affiliates or distributors with a part or whole of
our business to the extent that each of the items prescribed
in the preceding paragraph is carried out. In such event we require such
affiliates or distributors to maintain
confidentiality of the Personal Information through confidentiality agreement.
4. You may make a request to disclose your own Personal Information based
on the objective facts we hold. However the Company shall have no obligation t
o disclose information such as (a) any confidential business Information
or technical know-hows of the Company or the third party's; (b)
any Information that has elapsed the prescribed holding period and we no longer
use; (c) any Information related to personal evaluations, categories of our
customers; and (d) any Information that we record based on our regular
business and could arise a hindrance to our business by providing them. If
you think that any Personal Information we hold about you is incorrect or wrong,
you may request that we adjust or delete such Personal Information.
5. You may request that the Company stop using your
Personal Information for the purpose of our business promotion mentioned in
item 4 of paragraph 2 of this Article.
6. You agree that after the expiration or termination
of this Agreement the Company may continue to use your Personal Information
based on the user registration provided to us pursuant to paragraph 1
of this Article for a certain period of time should there be reasonable reason.
7. The Company may disclose your Personal Information
as appropriate if required to do so by law through governmental agencies or
any other institution with quasi-authority.
Article 10 Collecting Information
1. For the purposes of the Product's enhancement,
quality improvements and to grasp the user activity on the Product, our main
server of the Product is designed to obtain users update information and other
specific information from user's computer.
2. The update information and other specific information from user's computer
mentioned this provision are as below.
(1) The Product edition and its version you use;
(2) Internet Protocol address information for the connection and
(3) Information such as how many times you click on which menu label
on the Product's main tool bar only if you agree with the "data
collection for Product improvement
(http://astah.net/privacy-policy/use-data)" (Any model information
you create will not be sent)
3. The Company will not disclose the information we collected
under this clause to the third party without your explicit permission
unless required to disclose by law through governmental agencies or any other
institution with quasi-authority.
Article 11 Termination
This Agreement shall be immediately terminated if you breach any of the terms and
conditions of this Agreement, and accordingly the license provided for
in this Agreement shall also be terminated. In such event, you shall
immediately stop using the Product you hold and remove all
of the copies of the Product.
Article 12 Governing Law
This Agreement shall be governed by, interpreted and construed in
accordance with the laws of Japan. The parties herby submit for all purposes of or in
connection with this Agreement to the exclusive jurisdiction
of the Tokyo District Court.