SPX4 Software License Agreement

SPX4 Software License Agreement

This SPX4 Software License Agreement (hereinafter referred to as "this Agreement") applies to the relationship between the customer who purchases and uses SPX4 (hereinafter referred to as the "Customer") and Motion Lib, Inc. (hereinafter referred to as the "Company").

The Company grants the Customer the right to use the software installed on SPX4 (the "Software," as defined in Article 1), subject to the Customer's agreement to this Agreement. Please read this Agreement carefully before using the Software. The Customer shall be deemed to have agreed to this Agreement upon commencing use of SPX4.

Article 1 License Definitions

1. The SPX4 purchased by the Customer comes standard with the SPX4 Basic License described in 1) below. The SPX4 Basic License is a function provided as standard with SPX4 and becomes available for use upon purchase of SPX4.
The SPX4 Standard License described in 2) below is optional and requires a separate license purchase in addition to the SPX4 unit itself.
The software required to use the functions described in 1) and 2) below is collectively referred to as the "Software."

1) SPX4 Basic License (Standard)
(hereinafter referred to as the "Basic License")
The Basic License is the basic right of use provided as standard with this product, and allows the Customer to use the basic functions related to recording and playback of motion.
2) SPX4 Standard License (Optional)
(hereinafter referred to as the "Standard License")
In addition to the functions of the Basic License, the Standard License grants the Customer basic functions related to editing and reusing motion. Even after the term of the Standard License expires (see Article 8 of this Agreement), motion data created or edited during that term will not be deleted and can continue to be played back, but cannot be newly edited.

2. The Company may provide a "trial version" limited in period and number of uses, to customers who wish to trial the Standard License. The provisions of this Agreement also apply to use of the trial version.

Article 2 Terms of Use

1. The Company grants the Customer a non-transferable, non-sublicensable, non-exclusive right to use the Software (limited to the term of the license). The Customer may use the Software only on one specific SPX4 unit.
2. The Customer obtains only the right to use the Software under this Agreement, and does not obtain any copyright, ownership, or other rights in the Software. All rights not stipulated in this Agreement are reserved by the Company.
3. Customers who have purchased the Standard License may register the Standard License file (see Article 7, Paragraph 3 of this Agreement) in accordance with the renewal procedure separately specified by the Company.

Article 3 Intellectual Property Rights

1. All copyrights, patents, trademarks, know-how, and other intellectual property rights (hereinafter referred to as "Intellectual Property Rights") relating to the Software belong to the Company or to a third party that has licensed such rights to the Company.

Article 4 Prohibited Acts

1. When using the Software, the Customer shall not engage in any of the acts listed below. If the Customer engages in any such act, the Company may terminate the license without prior notice.

1) Modifying or reverse engineering all or part of the Software
2) Duplicating the Software
3) Incorporating all or part of the Software into other software, or incorporating all or part of other software into the Software
4) Disclosing the Software to any third party
5) Transferring the Software to a third party or allowing a third party to use it
6) Disclosing or leaking, without the Company's prior consent, information about the Company that the Customer becomes aware of in the course of business while using the Software, to any other third party
7) Publishing the results of any benchmark test of the Software without the Company's consent

Article 5 Warranty

1. The Software is licensed "as is." The Company makes no warranties whatsoever with respect to the Software, including but not limited to fitness for a particular purpose or non-infringement of third-party rights, except where such disclaimer is not permitted by law.

Article 6 Liability

1. The Company shall bear no liability whatsoever for any damages (whether direct or indirect, and regardless of whether such damages were foreseeable in advance) suffered by the Customer or any third party arising from use of the Software, except where the Company has acted with willful misconduct or gross negligence.

Article 7 License Fees and Payment

1. The fee for the Basic License is included in the price of the SPX4 unit.
2. The fee for the Standard License is charged separately from the price of the SPX4 unit. The amount shall be as stated on the application form prescribed by the Company.
3. A Customer wishing to purchase the Standard License shall complete the required information on the application form and apply to the Company for use of the Standard License, and shall pay the fee for the Standard License in accordance with the payment method and due date specified by the Company in response to such application. After confirming payment, the Company will issue the license file required to use the Standard License.

Article 8 License Term and Handling After Expiration

1. The term of the license shall be as follows for each license type.

a. Basic License

From the date the Customer agrees to this Agreement and begins using SPX4, until either of the following events occurs:
(1) The Customer discontinues use of SPX4 at its own discretion
(2) The Company terminates the license under Article 10 or Article 11

b. Standard License

One year from the date the Company issues the license file to the Customer. However, if the Company issues a license file for multiple years with an explicitly stated term, the term explicitly stated by the Company shall be the term of validity.

2. If the Customer wishes to continue the Standard License after the expiration of its term, the Customer shall notify the Company accordingly. The Standard License may be renewed by completing the prescribed procedure (application is recommended no later than one month before expiration).
3. When an application for renewal of the Standard License is made under the preceding paragraph, the Company will invoice the Customer for the renewal fee. The Customer shall pay the fee for the Standard License in accordance with the payment method and due date specified by the Company. If payment in the manner specified by the Company is not confirmed by the due date, the Company may decline to issue the license file required for renewal and may terminate the license.
4. If the term of the Standard License is renewed, all provisions of this Agreement shall continue to apply throughout the renewed term.
5. Regardless of the reason for termination of a license, the Company will not refund any fees already received.

Article 9 Amendment of this Agreement

1. The Company may amend this Agreement by giving the Customer prior notice of its intent to amend this Agreement, together with the content of the amended Agreement and its effective date (posting on the Company's website shall be included as "notice" under this Article).
2. If this Agreement is amended pursuant to the procedure in the preceding paragraph, the terms and conditions relating to use of the Software shall be governed by the amended Agreement.
3. If the Customer uses the Software on or after the effective date determined under Paragraph 1, the Customer shall be deemed to have agreed to the amended Agreement.

Article 10 Termination of License

1. If the Customer violates, or the Company determines there is a risk that the Customer will violate, any provision of this Agreement, the Company may terminate all or part of the license without prior notice to the Customer.
2. The right of termination under this Article does not preclude the Company from making a claim for damages.

Article 11 Exclusion of Antisocial Forces

1. The Customer represents that it does not currently fall, and warrants that it will not in the future fall, under any of the following: an organized crime group (boryokudan), a member of an organized crime group, a person who has not yet passed five years since ceasing to be a member of an organized crime group, an associate member of an organized crime group, a company affiliated with an organized crime group, a quasi-organized crime group, a member of a quasi-organized crime group, a corporate racketeer (sokaiya), a person purporting to engage in social campaigns for improper purposes, a specialized intelligence organized crime group, or any other person equivalent to the foregoing (hereinafter collectively, "Organized Crime Group Members"). If the Customer is a corporation, this warranty also applies to its representatives, officers, and any person who substantially controls its management.
2. If the Company determines that the Customer falls under an antisocial force, the Company may refuse to accept any application from the Customer, and may immediately terminate all licenses without any demand or other procedure.
3. The Company shall bear no obligation or liability whatsoever for any damages suffered by the Customer as a result of termination under the preceding paragraph.

Article 12 Governing Law and Jurisdiction

1. This Agreement shall be governed by, and construed in accordance with, the laws of Japan.
2. Any litigation arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
3. This Agreement is executed in the Japanese language. In the event of any conflict, discrepancy, or inconsistency between the Japanese version and this English version, the Japanese version shall prevail and govern in all respects.

Enacted: April 27, 2026