License

ReNom Subscription Agreement Ver. 1.0

This Agreement is made and entered into by and between you, a user (irrespective of whether you are an individual or corporation, or any other organization; hereinafter referred to as the “User”), and GRID inc (hereinafter, “GRID”). This Agreement consists of arrangements with regard to the use of the following services, the usage fees for such services, etc., and other provisions including those stipulating the term of agreement, cancellation, warranty, liability limitation, and audits.

This Agreement shall come into force on the day on which the User starts using his/her subscription, or on which his/her subscription is renewed, and the User will be deemed to agree to the details and conditions of the subscription. The software included in the subscription is hereinafter referred to as the “Software,” and a license to use the Software and the services that GRID provides to the User in connection with such license are collectively referred to as the “Services.”

The details of this Agreement may be changed without any prior notice to the User. For the up-to-date details of this Agreement, the User is advised to check the latest terms at www.renom.jp upon his/her own responsibility and at his/her own expense.

1. Use of Services

1.1 Right to Use

As provided for herein, GRID grants the User a license to install the Software and use it in a non-exclusive manner. GRID does not sell the actual Software to the User, and reserves all intellectual property rights and other rights.

1.2 Permitted Use

The User is permitted to use the Services only in line with this Agreement.

1.3 Responsibility for the User’s Account

The User shall assume responsibility for keeping information concerning his/her account confidential.

Only where the User obtains the prior consent of GRID, he/she may, on his/her own responsibility, allow a third party to use the Services in accordance with the conditions of this Agreement; provided, however, that even in this case, the User shall assume the responsibilities prescribed herein and cause such third party to comply with the conditions of this Agreement.

If the User considers that information concerning his/her account has potentially been misused, he/she shall immediately notify GRID to that effect.

1.4 Consent to Data Use

The User agrees that GRID and distributors designated thereby shall collect, maintain, and use information concerning, for example, the status of the User’s usage of the Software and the Software version, for the purpose of appropriately managing the User’s use of the Services. GRID and distributors designated thereby may use such information only for the management, improvement, and updating of the Services, and for the provision of assistance to the User in connection with the Services.

1.5 Customer Data

The User shall solely assume all responsibility for managing, and for the contents of, all the data, information, etc. that the User possesses and uses on the Services (hereinafter, “Customer Data”). The User shall secure and maintain all rights relating to his/her Customer Data.

1.6 Additional Software Used

There are cases where it is necessary to install certain external software in using the Services, or where the User elects to additionally install software necessary for the User’s use. Such types of software are licensed to the User, and thus are not to be sold to the User, nor is any right thereto to be transferred to the User. The User is required to confirm the details of the license for these types of software, and complete all necessary procedures on his/her own responsibility and at his/her expense, when using such software.

1.7 Pre-release: Provision of Beta Versions

GRID may provide a beta version of the Software. Such beta version is provided on the condition that “its users are not to hold GRID liable for any defect,” and is not covered by any limited warranty prescribed herein. No support based on the Services is available for any beta version, and GRID may change or discontinue any content or preview of beta versions without prior notice, as required.

1.8 Provision for Non-commercial Purposes

GRID provides the Software to the User without any charge in the case where the User uses it for personal purposes, academic purposes, or for the purpose of product evaluation (hereinafter, “Non-commercial Use”). For Non-commercial Use, the Software is provided under the condition that “its users are not to hold GRID liable in any manner including for any defect,” and is not covered by any limited warranty prescribed herein. Furthermore, no support based on the Services is available for Non-commercial Use, and GRID may change or discontinue any of the details of Non-commercial Use without prior notice, as required.

1.9 Prohibitions

The User shall not reproduce (except where the User installs the Software at the start of his/her use of the Services), adapt, or transmit (including public transmission and enabling transmission) the Services in part or whole, or sub-license, rent, lease, lend, resell, redistribute, or transfer the Services in part or whole to any third party, or host the Services in part or whole.

The User shall not reverse-engineer, decompile, or disassemble the Software, or circumvent its technical restrictions.

In the case where the User uses the Software for Non-commercial Use, any diversion of the Software to commercial use without GRID’s prior consent is prohibited.

2. Arrangements Concerning Service Fees, Etc.

2.1 Available Subscription Plan

With regard to the Services, the details of the available subscription (the price, use location, time frame, and other relevant conditions; hereinafter, the “Subscription Plan”) are provided to the User in advance, and the User is able to use the Services by ordering the Subscription Plan from GRID or a distributor designated thereby. The use of the Services shall be limited to the period of use set at the time of ordering (hereinafter, the “Subscription Period”), and the usage fee for the Services will not be charged for any period outside the Subscription Period. Furthermore, no usage fee paid by the User will be refunded even where the User did not use the Services during the Subscription Period. The User’s license to use the Services expires when his/her Subscription Period ends.

The expiration of the Services will result in disabling the use of deliverables, outcomes, etc. that the User has developed and created by using the Services. The User is advised to, on his/her own responsibility and at his/her expense, implement procedures necessary for maintaining such deliverables, outcomes, etc. prior to the expiration of the Services, such as storing or transferring them, or using other services.

2.2 Billing Plan

With regard to the use of the Services during the Subscription Period arranged in advance, the User is entitled to receive and use the provided Services at a fixed rate. The payment of the usage fee shall be made by the method determined at the time of execution of this Agreement.

2.3 Ordering

The User shall be deemed to agree to the details and conditions of his/her subscription by using or renewing it. Unless otherwise stipulated in the Subscription Plan separately, the Services shall be provided to the User by the method prescribed in this Agreement when the User places an order with GRID or a distributor designated thereby.

2.4 Price and Payment

In accordance with the User’s Subscription Plan, the payment of the usage fee for the Services shall be based on the contents of services ordered by the User from GRID or a distributor designated thereby. The price of the Services may be changed as required without prior notice, and such change will be applied from the following renewal of the User’s subscription. In this case, please note that any change in the price will not be applied to the User’s billing details retrospectively back to the time of such change, and thus such change for the retrospective period will not be subject to settlement.

2.5 Renewal

At the expiration of the Subscription Period set between the User and GRID or the relevant distributor designated thereby at the time of execution hereof, this Agreement will be automatically renewed with the same details as those applicable at the time of such renewal, unless particularly indicated otherwise by the User.

The details of this Agreement may be changed without any prior notice to the User. For the up-to-date details of this Agreement, the User is advised to check the latest terms at www.renom.jp prior to renewing this Agreement on his/her own responsibility and at his/her own expense.

In the case where the User does not agree to renewal conditions, he/she may refuse to renew his/her subscription and terminate it at the expiration of the Subscription Period. If the User wishes to change the form, period, quantity, or other contractual details of his/her subscription, a new Subscription Plan shall be set at the time of renewal.

If the User does not agree to the renewal of his/her subscription or renewal conditions, please notify GRID or the relevant distributor designated thereby to that effect at least one (1) month prior to the expiration of the Subscription Period.

Furthermore, GRID may refuse the User’s renewal of his/her subscription in any of the following cases:

(1) The User is found to be in violation of GRID or a third party’s right in using the Services;

(2) The User fails to pay any fee or other costs that he/she is supposed to pay to GRID in accordance with this Agreement;

(3) The User is found to use the Services for an improper purpose;

(4) The User is categorized as a member of an organized crime group or as any other antisocial force (hereinafter collectively, an “Antisocial Force”), or is found to use the Services for the purpose of facilitating any Antisocial Force’s activities or providing favors to any Antisocial Force;

(5) The User is in violation of any other provisions of this Agreement; or

(6) In connection with the Services, the User makes an unreasonable demand of GRID or any third party, or commits any other act that destroys the trust-based relationship between the User and GRID.

2.6 Proof

1) This Agreement, 2) electromagnetic records, data, etc. concerning orders placed by the User with GRID or the relevant distributor designated thereby (in the case where orders are placed through an agent, these shall include electromagnetic records and data concerning order forms prepared by such agent and actual orders), and 3) the proofs of payments shall be treated as proof of the User’s use of the Services.

2.7 Taxation

No consumption tax is included in the shown price. The User shall bear taxes which are imposed on the basis of this Agreement and also which GRID is permitted to collect from the User pursuant to applicable laws and regulations.

3. Term of Agreement and Cancellation

3.1 Term of Agreement

The term of this Agreement shall be the Subscription Period set between the User and GRID or the relevant distributor designated thereby at the time of execution of this Agreement. However, the term of the Agreement shall be extended to the point in time newly set when this Agreement is renewed in accordance with Article 2.5 “Renewal.” Furthermore, if the renewal of this Agreement is refused in accordance with the same provision, if the User terminates this Agreement in accordance with Article 3.2 “Termination of Subscription,” or if GRID cancels the User’s account in accordance with Article 3.3 “Cancellation of Subscription,” this Agreement shall come to an end when the existing Subscription Period expires in the case of such refusal, or at the time of such termination or cancellation.

3.2 Termination of Subscription

The User may terminate his/her subscription; provided, however, that the User shall, at the time of termination, pay any usage fee that he/she is obliged to pay and any other monetary obligations. Furthermore, even where the User terminates his/her subscription in the middle of the Subscription Period, the amount corresponding to the usage fee up to the expiration date set at the time of execution of this Agreement will not be refunded.

3.3 Cancellation of Subscription

GRID may cancel the User’s account in any of the following cases:

(1) It is reasonably necessary to cancel it in order to prevent any unauthorized access to Customer Data;

(2) The User is found to be in violation of GRID or a third party’s right;

(3) The User fails to pay any fee or other costs that he/she is supposed to pay to GRID in accordance with this Agreement;

(4) The User is found to use the Services for an improper purpose;

(5) The User is categorized as a member of an organized crime group or as any other Antisocial Force, or is found to use the Services for the purpose of facilitating any Antisocial Force’s activities or providing favors to any Antisocial Force;

(6) The User is in violation of the details of his/her Subscription Plan or any other provisions of this Agreement; or

(7) In connection with the Services, the User makes an unreasonable demand of GRID or any third party, or commits any other act that destroys the trust-based relationship between the User and GRID.

In the event where GRID is to cancel the User’s account, GRID shall notify the User to that effect at least thirty (30) days in advance, unless in the case of item (5) above or where GRID reasonably considers it necessary to cancel it immediately without prior notice. If the User fails to rectify the reason for such cancellation, GRID may cancel his/her subscription and terminate its provision of the Services to the User without setting any period of retention.

GRID will not accept liability for any damage caused to the User by the cancellation of his/her subscription.

The User shall, at the time of termination of his/her subscription, pay any usage fee that he/she is obliged to pay and any other monetary obligations. Furthermore, even where GRID cancels the subscription in the middle of the Subscription Period, the amount corresponding to the usage fee up to the expiration date set at the time of execution of this Agreement will not be refunded.

4. Warranty

4.1 Software

GRID provides a warranty that the Software practically operates in line with the description of the reference (www.renom.jp).

In the event where the Software is not able to meet this warranty, GRID shall choose either (1) to refund the amount paid for the Software, or (2) to correct or replace the Software. Aside from these choices, the User may not make any other demand of GRID. The period of warranty against defects and any other liability concerning the product shall be the period of one (1) year (hereinafter the limited warranty prescribed in this paragraph is referred to as the “Warranty”). Furthermore, the Warranty will not cover any trouble caused by grounds over which GRID has no reasonable control. In addition, the Warranty will not apply to any beta or preview version or the provision of the Software for Non-commercial Use.

4.2 Exemption from Liability

GRID will not accept liability for any problem caused due to results generated by systems developed by the User’s use of the Services, including analysis results, prediction results, control results, and identification errors. Aside from the Warranty, GRID will not provide any other warranty covering problems, defects, faults, or malfunctions with regard to deliverables, results, etc. that are generated by the User’s use of the Services, any force majeure events (including, but not limited to, those enumerated in Article 7.6 “Force Majeure”), lost earnings, the non-fulfillment of expectations concerning cost reduction, any damage to the User’s data, programs, or other intangible property, or any damage to tangible property such as facilities or equipment. Furthermore, GRID will not accept any responsibility beyond what is stipulated in this article in relation to problems such as defects in the quality of, or the title to, the Services.

GRID guarantees that the Services are not in violation of any third party’s rights as far as GRID is aware at the time of execution of this Agreement; provided, however, that this does not guarantee that any notice of right infringement, etc. will not be issued by a third party after the execution of this Agreement. In the event where it is necessary to suspend any function of the Services for reasons relating to such notice of infringement, GRID shall promptly inform the User to that effect by publishing the information on its website (www.renom.jp), and change or suspend the function concerned or take other actions in order to avoid the infringement concerned.

5. Limitation of Liability

5.1 Limitations

The scope of GRID’s liability for any claim made by the User on the basis of his/her use of the Services or inability to use the Services shall be limited to direct losses up to the amount the User has paid to GRID in accordance with this Agreement within one (1) year up to the day on which the event resulting in the claim concerned occurred; provided, however, that in any case the total amount of liability of each party hereto in relation to the Services shall not exceed the amount that the User has paid to GRID for the Services during the Subscription Period.

5.2 Exceptions

GRID will not accept any liability for the User’s use of the Services, or any of lost earnings, indirect damage, special damage, incidental damage, consequential damage, punitive damage, or damage due to lost profits, business interruption, or the loss of business information, caused to the User in connection with the use of the Services, irrespective of the foreseeability of such lost earnings or types of damage.

5.3 Export control restrictions

GRID shall assume no responsibility for the User’s failure to obtain required licenses/approvals or the User’s act of providing the Software to a Trading Partner Subject to Embargo on Export and/or of using the Software for any purpose that may ultimately lead to a Banned Purpose.

6. Audit

6.1 Implementation

GRID or distributors designated thereby may audit the status of the User’s use of the Software, provided that written notice is provided to the User at least thirty (30) days in advance. The User agrees to cooperate with audits and provide assistance and information to a reasonable extent. Such audits shall not unfairly obstruct the User’s ordinary business activities.

6.2 Payment

With regard to consideration to be paid for the use of the Software beyond the scope licensed to the User, the User agrees to pay the amount of such consideration within thirty (30) days of written notice from GRID or the relevant distributor designated thereby. In the event where the User fails to pay accordingly, GRID or the relevant distributor designated thereby may cancel the User’s subscription in accordance with Article 3.3(6), and terminate the Services (including the Warranty and any support) and this Agreement. GRID or distributors designated thereby will not accept any liability for damage caused to the User by the cancellation of his/her subscription as a result of an audit.

6.3 Costs for Audits

All costs that the User incurs in cooperating with audits shall be wholly borne by the User, and the User agrees that neither GRID nor distributors designated thereby will accept any responsibility for such costs.

7. Miscellaneous Provisions

7.1 Notification

When sending notice to GRID in accordance with or in connection with this Agreement, the User is required to send such notice to the contact point specified on the website of GRID. GRID may change such contact point for notice without prior notice to the User.

Furthermore, the User shall correctly inform GRID of the User’s contact point to receive notice forwarded to the User by GRID in accordance with or in connection with this Agreement; the same shall apply when such contact point for notice is changed. If the User fails to inform GRID of the User’s contact point for notice either correctly or after it has been changed, and consequently GRID’s notice fails to reach the User, such notice shall be deemed to have reached the User at the time it would have originally been received.

7.2 Transfer of Status

The User is not permitted to transfer to any third party all or part of his/her license, or other rights, obligations, or statuses arising on the basis of this Agreement without obtaining the prior consent of GRID.

7.3 Entire Agreement

This Agreement constitutes the entire agreement pertaining to the matters set forth therein, and supersedes any and all prior and contemporaneous indications of intent.

7.4 Survival of Provisions

The provisions of Articles 1.4 (Consent to Data Use), 1.9 (Prohibitions), 4.2 (Exemption from Liability), 5.1 (Limitations), 5.2 (Exceptions), 7.2 (Transfer of Status), and 7.8 (Agreed Jurisdiction) shall remain effective even after this Agreement has come to an end (irrespective of the reason for such end).

7.5 Observance of Export Control Regulations, etc.

Where the User sends or otherwise provides the Software to a third party who has their residence in a country/region other than that where the User has its residence with the prior consent of GRID in accordance with the conditions of this Agreement, the User shall observe the Foreign Exchange and Foreign Trade Act of Japan, the Export Control Regulations of the U.S. and the applicable trade-related regulations of any other country and shall follow the required licensing/approval procedures under the relevant regulations. The User shall not export, re-export or otherwise provide the Software to any trading partner appearing on the current list of enterprises subject to exclusion from export that is in place in Japan, the U.S. or any other relevant country (hereinafter “Japan, etc.”), any country subject to embargo on export or designated as a terrorist state under the export control regulations of Japan, etc. or any enterprise or individual that is subject to embargo on export under the export control regulations of Japan, etc. (hereinafter “Trading Partner Subject to Embargo on Export”). The User shall not use the Software for any purpose which may ultimately lead to the development, manufacturing or utilization of banned weapons of mass destruction (WMD): nuclear weapons, missiles or biochemical weapons (hereinafter “Banned Purpose”). GRID shall assume no responsibility for the User’s failure to obtain required licenses/approvals or the User’s act of providing the Software to a Trading Partner Subject to Embargo on Export and/or of using the Software for any purpose that may ultimately lead to a Banned Purpose.

7.6 Force Majeure

Neither of the parties hereto shall assume any liability for non-performance of obligations if such non-performance is attributable to a cause beyond the reasonable control of the parties. In this case, force majeure events shall include, without limitation, fires, explosions, power blackouts, earthquakes, floods, eruptions, lightning strikes, rainstorms, natural disasters, civil commotions, wars, riots, coups, terrorist acts (including cyber-terrorism), industrial actions, lockouts, communication failures, any malfunctions or stoppages of servers or computers due to unknown causes, embargoes, amendments to laws, regulations, etc., and control, etc. exercised by government agencies.

7.7 Authority to Execute Agreement

In the case where the User is an individual who is to agree to the conditions of this Agreement on behalf of a corporation, the User shall declare that he/she holds legal authority to execute this Agreement on behalf of such corporation.

7.8 Agreed Jurisdiction

This Agreement shall be governed by the laws of Japan, and the Tokyo District Court shall be the court of jurisdiction.