Software License Agreement
Important – This Software License Agreement (“Agreement”) includes some notices for using the Product (as defined below). You should ensure to read through the entire document before installing the Product.
If you desire to use the Product to be provided by Being Co. Ltd. (“Being”) and install the Product from the installation screen of the Product, you will be deemed to have irrevocably and unconditionally accepted the terms of this Agreement by clicking the [Next] button shown in the Agreement on that installation screen, based on which the license contract for the Product shall be concluded between you and Being in accordance with the terms of this Agreement. Unless this Agreement is accepted, Being will not grant you any license to install and use the Product. If you do not accept the terms of this Agreement, click the [Cancel] button to exit the screen of the Agreement.
1. “Product” means any of the software products listed below which you purchased. The Product includes the Software Programs, Protects, License Keys (these terms are as defined below), user manuals and related documents as well as their duplicates (whether in printed or electronic forms). This Agreement is applicable in common to the license to use the software products you purchased. (Provided, however, any provisions with an explicit statement of applying only to the customers who purchased either of the standalone or the server versions of the Product shall apply only to such customers.)
Name of Software Products
• BeingManagement3 Standalone Version (“Standalone Version”)
• BeingManagement3 Server Version (“Server Version”)
2. “Software Programs” means any software programs included in the Product you purchased. There are two different Software Programs; one for the “Standalone Version” and another for the “Server Version.” The Software Program included in the Standalone Version is called “Standalone Software,” whereas the two Software Programs included in the Server Version are called “Server Software” or “Client Software,” respectively.
3. “Protect” means the equipment to be lent by Being to the customer who purchased the Standalone Version, in which the function for enabling the use of the Standalone Version of the Product as a registered user.
4. “License Key” means a given alphanumerical string issued to you by Being in order to make the Server Version of the Product usable.
Being shall grant you a nontransferable and nonexclusive license to use the Product, whereby you may install the Software Programs included in the Product on the computers you use with the number of licenses granted by Being at the maximum and to use them on those computers.
3. Amendment, modification, alternation or changes of the Policy
Being may revise the Policy if it is deemed to be necessary. Being shall notify any amendments and modifications as well as enforcement date via Being’s web site and any other appropriate means.The Customer shall deem to agree with any revisions herein upon using this product after the enforcement date hereto.
4. Ownership of Rights
Any and all copyrights and other intellectual property rights related to the Product as well as their ownership belong to Being. You are not allowed to use the Product in any manners other than those provided in this Agreement.
5. Condition of Use
1. You may use the Product with the following conditions:
(1) Customers who purchased the Product as a Standalone Version may use the Standalone Software with one user per license within the same business site of the organization to which the customer belongs (within the same premise).
(2) Customers who purchased the Product as a Server Version may (i) use the Server Software only by installing it in the network server placed in its administration or business offices, works, or other premises and (ii) install or use the Client Software on the computers connected via LAN and other means to the network server. Such network server must be used only for the purpose of installing or executing the Product on the other computers through the internal network.
2. You may use the Protect with the following conditions:
(1) Customers who purchased the Product as a Standalone Version must install the Protect on the computer used by the customer when using the Product. (The Product cannot be executed unless the Protect is installed on the computer.)
(2) Being will not reissue the Protect alone. In the event that the Protect should be lost, you need to repurchase the Protect. In that case, you need to pay the price for the Product including the software.
3. You may use the License Key with the following conditions:
(1) Customers who purchased the Product as a Server Version may use the Product by registering the License Key to the Software Program.
(2) If the License Key is lost due to negligence at your end, Being will not, as a rule, reissue the License Key. You shall keep the License Key in your own responsibility and Being shall assume no responsibility for its leakage, erroneous usage, or unauthorized use by a third party.
1. You shall use the Product on the computers on which the Being software can operate. You may not duplicate, translate, publish, modify, exhibit, broadcast, or transmit on a wired or wireless basis (including transmitting to other destinations via any internal or external communication systems whether or not to the public) the Product. You are prohibited to use the Product on any computers (or the relevant computer when used as a server machine) in such network environments which can be accessed by the general public, except in the event such computers are used in the environment where the client computers are connected with the network server via LAN and other means in accordance with the conditions of use provided in the preceding section.
2. You are strictly prohibited to let larger number of users than the number of licenses granted by Being use the Software Programs at the same time.
3. In principle, upgrading of the Product shall be made by Being or a contractor designated by Being. Unless otherwise specified by Being, any upgrading of the Product will be made on a charged basis. You may not adapt or modify the Product without obtaining prior written permission from Being.
4. You may not disassemble or reverse compile the Product for any reasons whatsoever. It is prohibited to reverse engineer the Product. The Product is licensed as a single product.
5. You may not use for other products, delete, or obscure the copyright notices, trademarks, trade notices, and other statements attached to the Product by Being without obtaining Being’s prior approval in writing.
6. The license granted to you in accordance with this Agreement cannot be assigned to any third parties either on a charged or free-of-charge basis.
7. You may not provide a third party with the Product or let a third party use it in whole or in part, in whatever form, except when letting your employees and other persons under your control use it.
8. You may not duplicate the Protect provided by Being or use other equipment than those provided by Being as a Protect. Any damages incurred by Being or a third party arising from your unauthorized use shall be claimable on you. You shall direct and supervise the users who use the Product in your administration or business offices, works and other premises to abide by the obligations under this Agreement.
9. You may in no case provide, disclose or leak any information on structure, composition, and codes of the Product which you learned pursuant to this Agreement and any information on the License Key to any third parties, whether intentionally or negligently, regardless of the termination of this Agreement. Any unauthorized use of the License Key against this Agreement is prohibited.
10. You shall in no case make any conduct which infringes on any copyright of Being or a third party, and shall be liable for any damages incurred by Being or a third party arising from such infringement.
7. Account and Password Management
1. You may create, when using a server, accounts and passwords (collectively, “Access ID”) at your end up to the number granted by Being, for which you shall be fully responsible for the use and management.
2. You may not share the Access ID between more than one person, or lend, assign, sell, pledge or otherwise misuse it.
3. You shall be fully responsible for and resolve any problems arising out of theft, erroneous usage, use by a third party of the Access ID and other reasons, for which Being will assume no responsibility.
4. Any use of the Product using your Access ID and any conduct accompanying such use (including the cases where you are not involved but personal authentication is made with the Access ID) shall be deemed to be your use or conduct whether or not it was actually your use or conduct, and Being shall assume no liability for any damages incurred by you or a third party due to such use or conduct regardless of your intention or negligence.
5. This section is not applicable to the customers using the Standalone Version alone.
8. Actions for Violation
In the event that you should have used the Product against the terms of this Agreement, Being may ask you to stop such use and destroy any products illegally duplicated or adapted or to delete any such products recorded on hard disks, CDs, floppy disks, servers and other storage devices. Any damages incurred by Being shall be claimable on you.
9. Addition of Licenses
1. When you want to let the larger number of users than originally licensed by Being use the Product, you need to sign a separate contract with Being and pay the license fee as prescribed by Being. In that case, if the Product has been upgraded and the version used by you is different from the then current version of the Product, you need to upgrade the version of the Product currently used.
2. The provision of the preceding paragraph shall apply also in the case of further increasing the number of users after the number of users was increased in accordance with the provision of the preceding paragraph.
10. Scope of Warranty
1. Being will, within 90 days from the date when you purchased the Product, replace the medium carrying the Product (recording medium of the Software Programs, Protect, License Key (certificate), or other user manuals and related documents) for any physical deficiencies.
2. If any discrepancy with the Agreement (hereafter “discrepancy”) are found in this product (it is limited to, however, the case that the degree of this discrepancy causes severe problems on the practical function) within 1 year of the date of purchase of this product, Being will replace the Product with a normal one, provide fixing information, or otherwise take measures as it believes to be appropriate. Being will, however, decide the timing for taking such measures at its discretion.
3. If the deficiency or the discrepancy defined in the preceding paragraphs 1 and 2 occurred as a result of your wrong usage, or in the event that you used the Product in an operating environment other than those recommended by Being for the Product or that otherwise any of the reasons for indemnity provided in Section 12 below should be applicable, Being will not take any measures including replacement of products, providing of fixing information, or other measures as provided in the preceding paragraphs 1 and 2.
4. Being’s entire liabilities and warranties related to the Product shall be limited to those provided in the above paragraphs 1 and 2 and Being will not accept your requests to repair the Product or to indemnify or compensate any damages incurred (including, but not limited to, damages incurred from loss of your data).
5. Being shall make no warranty of fitness for particular purpose with regard to any functions of the Product and in no case shall assume any responsibility for the result of operation after you used the Product.
1. Terms of this Agreement shall also apply to the use of, in addition to the Product, any new versions of Being’s products you acquire in future, excluding those not applicable based on their nature. This provision, however, shall not apply if Being prepares a separate license agreement for the upgraded version of the product of which terms are different from this Agreement.
2. You are obliged to make your employees and any other persons who use the Product under your control abide by this Agreement.
1. Being assumes no responsibility for any loss of your data. You are recommended to back up the data you input on a regular basis.
2. You shall recognize that the operating status of the Product depends on the environment under which it is used, such as performance of computers, memory capacity and communication lines, and Being shall not be held responsible for any malfunctioning attributable to those environmental reasons.
3. You should take any measures to prevent unauthorized accesses and any precautional measures against computer viruses on you own responsibility. Though Being may provide you with consultation at its discretion, Being shall not be held responsible for any problems, loss or damages cause to or incurred by you.
13. Other Services
Some of other products and services provided by Being may work in linkage with the Product. Being may, at its discretion, modify, add, or discontinue such products and services at any time and make no warranty that its products and services after such modification or addition will work in linkage with the Product.
14. User Information Management
1. Being shall handle the Customer’s personal information that has been registered by the Customer in accordance with the Personal Information Protection Guidelines provided separately by Being The Customer shall deem to agree for Being to handle the Customer’s personal information in accordance with its Personal Information Protection Guidelines.
2. The Customer shall deem to agree for Being to use user information for user management, providing support services, guiding the planning of our new services and for preparing direct mail if it is necessary.
3. Once we receive an email etc. from the customer to refuse any further direct mail, we will stop sending them out.
1. This Agreement shall become effective when you installed the Product on your computer.
2. This Agreement shall terminate at the end of the license period or for any reasons to terminate the contract such as your request or Being’s notice to terminate or cancel this Agreement and other legal requirements. Notwithstanding the preceding paragraph, provisions of Section 4, paragraphs 9 and 10 of Section 6, and Sections 16, 17 and 18 shall survive termination of this Agreement unless conflicting with its nature.
3. In the event that you should have violated any of the terms of this Agreement or infringed on Being’s copyright and any other rights, Being may terminate this Agreement and discontinue your use of the Product.
4. Being may terminate this Agreement in the event that (i) product support for the Product by Being was discontinued, (ii) you should have suspended payment or become insolvent. If (A) any of the parties to this Agreement (i) should have committed gross negligence or treachery, (ii) should have sought provisional seizure, seizure, auction, bankruptcy, civil rehabilitation, corporate reorganization or special liquidation proceedings, or any other similar proceedings was filed against it, (iii) should have dishonored a bill, or (iv) should have determined to winding up, or (B) any proceeding against any of the parties should have been taken for the recovery of taxes in arrears, then the other party may terminate this Agreement by sending written notice to the Party affected by such events; provided however that you will not be released or discharged from any obligation which has arisen under this Agreement on or prior to the termination.
5. In the event that this Agreement was cancelled or terminated, you shall immediately stop using the Product and delete any data of the Product recorded on hard disks, CDs, floppy disks, servers, and other storage devices. When requested by Being, you shall promptly return the Product to Being at your cost. You may not use, transfer, resell, lend, or sublicense to a third party the Product after this Agreement was cancelled or terminated.
6. In the event that this Agreement was cancelled or terminated, warranties and any other rights granted to you under this Agreement shall become invalid, and Being will not refund any of the payments made by you.
16. Governing Law
The formation, validity, construction and performance of this Agreement shall be governed by the laws of Japan.
Any dispute related to the Product shall be under jurisdiction of the competent court covering the location of Being’s head office.
18. Waiver of Trial by Jury
Each Party to this Agreement irrevocably waives any right it may have to demand that any dispute arising under or in connection with this Agreement be tried before a jury.