CANOPUS SOFTWARE SITE LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: 
Before using the SOFTWARE, please read all clauses of this Software Site License Agreement ("AGREEMENT") carefully. Subject to acceptance of all the terms and conditions of this AGREEMENT, Canopus Co., Ltd. ("Canopus") hereby grant to You (either an individual or a legal entity) the right and license to use the SOFTWARE. This AGREEMENT constitutes a valid and binding agreement between You and Canopus.. You shall be deemed to have been agreed to and entered into this Agreement by clicking electrically on the ACCEPT button or the YES button or similar button. If You disagree to the terms and conditions of this Agreement, You must cease the use of the SOFTWARE by clicking electrically the DECLINE button or the NO button or similar button. 

1.DEFINITIONS.
1.1	"SOFTWARE" means the Canopus software product provided to You along with this AGREEMENT, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and copy protection technology, collectively.
1.2	"Authorized Users" means (a) Your employees and contractors (permanent or temporary) at Site, and (b) if You are an educational institution, Your currently enrolled students, faculty members and administrators at Site.
1.3	"Computer(s)" means computers or workstations located on the Site, either owned or leased by You.  This, however, does not include computers and workstations used as network servers.
1.4 	"Site" means single street addresses, buildings, or other single geographic locations at which You conduct Your daily operations.
1.5 	"Upgrade" means any new version of the SOFTWARE which bears the same product name, but with a version number change immediately to either the right or left of the decimal.


2.GRANT OF LICENSE.
As long as You comply with the terms and conditions of this AGREEMENT, Canopus grants You a non-exclusive and non-transferable right and license to use the Canopus software product provided to You along with this AGREEMENT, which includes computer software program and may include associated media, printed materials, "online" or electric documentation, and copy protection technology (collectively "SOFTWARE").


3. USER REGISTRATION
You shall register as an Authorized User of the SOFTWARE with Canopus. The registration shall be made by way of "online" registration or by filling in the attached "User Registration Card" and returning it to us. 


4. TERM AND TERMINATION
This AGREEMENT shall be in force when You click electrically on the ACCEPT button or the YES button or similar button and shall be remain in force until terminated by either Canopus or You as set forth herein. You may terminate this AGREEMENT with immediate effect at any time, with or without cause and without recourse to the courts, providing that You submit a one (1) month prior written notice with Canopus. Canopus may terminate this AGREEMENT with immediate effect upon your breach of this AGREEMENT.


5. LICENSE AND INSTALLATION
5.1 	You may install the SOFTWARE, for use by the Authorized Users, on multiple Computers. 
5.2	You may run the SOFTWARE on only one (1) Computer at a given time, even though You installed the SOFTWARE on as many Computers as the numbers pursuant to Article 5.1 above.
5.3 	You may also make copies of the SOFTWARE in machine-readable form solely for backup and archival purposes. 
5.4	The SOFTWARE may be accompanied by a separate end user license agreement ("EULA"), which shall be incorporated into this AGREEMENT.  If there is any conflict between the terms of the EULA and those of this AGREEMENT, this AGREEMENT shall govern.


6. LICENSE RESTRICTIONS.
6.1	You may not sell, assign, sent, rent, lease, distribute, export, import or sublicense the SOFTWARE.
6.2	Other than as set forth herein, You may not make or distribute copies of the SOFTWARE or electronically transfer the SOFTWARE from one computer to another or over a network.
6.3	You may not modify or translate the SOFTWARE without the written consent of Canopus. 
6.4	You may not reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-perceivable form the SOFTWARE.
6.5	You may not use the SOFTWARE to infringe the copyright or other intellectual property rights of Canopus or any third party in anyway. 


7. UPGRADES.
7.1	When an Upgrade of the SOFTWARE is released by Canopus within three (3) months following the date of purchase, You will be entitled to a free upgrade to the newer version with proof of purchase.
7.2	If You are installing the SOFTWARE as an Upgrade of a prior release of the same SOFTWARE which was installed on the same computer, Your rights under the prior license agreement for the SOFTWARE shall be automatically terminated, and all or any of Your use of the SOFTWARE (including its prior versions) are solely under the terms of this AGREEMENT.
7.3	Nothing in this AGREEMENT will be construed to warrant or imply that any Upgrades shall be produced for the SOFTWARE. 


8. OWNERSHIP.
Except as otherwise expressly provided herein, nothing in this AGREEMENT intends to transfer any rights to, or to vest any such rights in, You. You are only entitled to the limited use of the SOFTWARE granted to You herein. You acknowledge and agree that any unauthorized use of the SOFTWARE is a violation of this AGREEMENT as well as a violation of intellectual property laws, including but not limited to, copyright laws and trademark laws. You also acknowledge and understand that the SOFTWARE is protected by copyright laws of the signatory countries to "the Universal Copyright Convention" and/or "the Berne Convention for the Protection of Library and Artistic Works" as well as other intellectual property rights laws and treaties. You acknowledge and agree that any and all intellectual property rights, titles and interests, to or arising from the SOFTWARE are and shall remain the exclusive property of Canopus and its suppliers.


9. WARRANTY AND LIABILITY. 
9.1	LIMITED WARRANTY: Canopus warrants that the media on which the SOFTWARE is distributed will be free from defects for the period of ninety (90) days from the date of receipt.  Canopus' entire liability and Your exclusive remedy shall be the replacement of the media on which the SOFTWARE is distributed.
9.2	NO OTHER WARRANTIES: To the maximum extent permitted by applicable law, CANOPUS DISCLAIMS ALL OTHER WARRANTIES FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.3	LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, in no event shall Canopus or its suppliers be liable to You or any third party for any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the use or inability to use the software, even if Canopus has been advised of the possibility of such damages.
9.4	CANOPUS' TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.

The limitations or exclusions of warranties, remedies or liability contained in this AGREEMENT shall apply to You only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located. 


10.TERMINATION.
10.1 If You exceed or violate the use limitations of this AGREEMENT in any manner, Canopus shall have the right, among other rights and remedies it may have, to immediately terminate all of Your rights hereunder, including, without limitation, disabling the SOFTWARE and terminating this AGREEMENT. 
10.2 Within thirty (30) days after the date of termination of this AGREEMENT, You must destroy the SOFTWARE and all copies thereof and certify in writing to Canopus that they have been destroyed.


11.GENERAL.
11.1	This AGREEMENT shall be governed by, and construed and interpreted under the laws  (without reference to its conflict of laws rules) of Japan.
11.2 	You acknowledge and agree that You shall not import, export, or re-export directly or indirectly the SOFTWARE, to any country in violation of the laws and regulations of any applicable jurisdiction.
11.3 	If any provision of this AGREEMENT is subsequently held invalid or unenforceable by any court or authority agent, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provisions thereof.


All questions concerning this AGREEMENT shall be directed to:
Canopus Co., Ltd., 1-2-2 Murotani, Nishi-ku, Kobe 651-2241 Japan, 
Attention: Product Manager. 


06/01/2006
