Read the following agreement carefully.
Premium Agency Inc., (“Premium Agency”) agrees to license the software if the customer (regardless of whether the customer is a private individual or a corporation) agrees to all of the conditions contained in this software end-user license agreement (“this EULA”).

By copying, installing, accessing or using all or any part of the software, the customer will be regarded as agreeing to be bound by this EULA.

Article 1: Definitions

In this Agreement, the terminology listed in each of the following items will be as provided for in the relevant item.

(1) The Software is used collectively to refer to “Chidori Engine,” “AOI Library,” “papet,” “swfui,” and “Associated Material,” which are defined below, and also includes updates and upgrades to be supplied in the future based on technical support.

(a) 3D Graphics Engine Chidori (“Chidori Engine”)
It means software in a format that can be read by the designated system, and also includes updates and upgrades to be supplied in the future based on technical support.
(b)AOI Library
It means the development support library that comes with Chidori Engine, and also includes updates and upgrades to be supplied in the future based on technical support.
(c)papet
It means a development support tool that comes with Chidori Engine, and also includes updates and upgrades to be supplied in the future based on technical support.
(d)swfui
It means a development support tool that comes with Chidori Engine, and also includes updates and upgrades to be supplied in the future based on technical support.

(2) Associated Material means material related to Chidori Engine, AOI Library, papet and swfui for reference when using Chidori Engine, AOI Library, papet and swfui, and also includes updates and upgrades to be supplied in the future based on technical services.

(3) Designated System means the specific computer system on which the software is to be installed, which has a 32-bit Windows XP, Windows Vista or Windows 7 OS and a NVIDIA GeForce 7000 Series graphics board or higher.

(4) Designated Location means location where the designated system is located, and the designated location will be where the customer acquired the software.

(5) Support Service means a service which is provided for a fee and based on the conclusion of an agreement between the customer and Premium Agency.

(6) Technical Support means the provision of updates and upgrades for the software carried out free of charge at Premium Agency’s discretion in accordance with this Agreement.

(7) “Customer” means a private individual (the private individual is required to agree to this EULA after reading it) when the individual obtains the software for personal use and the company or other corporate entity when a representative of the said company or other corporate entity obtains the software.

Article 2: Grant of License

1. In accordance with the conditions of this Agreement, Premium Agency grants the customer and the customer accepts a free, non-transferable, non-exclusive license, which may not be sub-licensed, to copy and distribute all or parts of the software for the purpose of using it at the designated location. The customer must not use the software for any purpose other than the development and manufacture of the customer’s products on the designated system at the designated location.

2. The grant of license to the customer in this Agreement permits the software to be copied and sold only as a bundled component of the customer’s products that are sold only by the customer.

3. The customer is not in any sense granted an implicit licence and will not acquire rights to the copyright and other intellectual property rights pertaining to the software, except when clearly indicated in this Agreement.

4. Not withstanding paragraph 1 of this Article, the customer may, under a separate agreement and for a fee, accept a license that does not impose some of the obligations of this Agreement on the customer. Under a separate agreement and for a fee, the customer may also receive support services that fall outside the scope of the technical support for the software. Under support services, Premium Agency will provide instructions on how to use the software and other support and maintenance services (including the repair of bugs and faults) for the software to the extent that it deems reasonable based on its discretion. During the support term, Premium Agency will provide the customer with answers to inquiries, repair of bugs and faults and information on bugs and faults by e-mail. When an agreement on support services has not been concluded, Premium Agency will bear no obligation to provide support other than technical support to the customer. Technical support and support services will only be available to the customer during Premium Agency’s business hours or 10.00 – 19.00 JST. The customer will address inquiries for e-mail support to cwsa@premiumartsinc.com.

Article 3: Restrictions and Prohibitions

1. The customer acknowledges that the license granted under this Agreement is restricted to uses within the provision of this Agreement and that the use or copying of the software outside of the provisions of this Agreement is not permitted.

2. The customer will not sell (includes the sale or lease of the designated system to third parties), sublicense, lease, lend or transfer the software to third parties by any other means, except when permitted as a bundled component of the customer’s products.

3. The customer will not sell or distribute the software as a standalone product.

4. The customer will not convert or modify, reverse engineer, decompile, disassemble, or attempt to decipher the source codes of the software by any other means, or cause third parties to undertake such actions.

5. The customer will not remove, modify or obscure labelling concerning intellectual property rights pertaining to the software that Premium Agency affixes (includes copyright marks).

6. The customer must display the software logo stipulated by Premium Agency on the products and the packaging of products that it developed and created using the software and clearly indicate its use of the software license.

7. When it transpires that the customer has violated the obligations in this Article, the customer will pay Premium Agency whichever is the greater amount of either double the equivalent of the license fee for the customer’s use of the software, or \50 million as a penalty for breach of contract.

8. In the manufacture and sale of the customer’s products, the customer will observe all applicable laws and ordinances (includes laws and ordinances of the country of export when the product is exported to a foreign country), and ensure that agencies, sales outlets and all persons involved in sales observe such laws and ordinances.

Article 4: Violation of Rights of Third Parties

1. In the event that a third party instigates a claim or litigation against the customer or Premium Agency to the effect that the use of the software violates patents, copy rights or other rights, Premium Agency will resolve the relevant claim or litigation at its discretion. However, in the event that a third party instigates a claim or litigation against the customer, the customer will inform Premium Agency of the existence of the claim or litigation in writing within seven days of learning of the lodgement of the claim or litigation. The customer will follow the instructions from Premium Agency in preparing for the defense or conciliation of the claim or litigation. When the customer fails to observe the provisions of this proviso, Premium Agency may not take part in the dispute with the third party.

2. When the use of the software is prohibited as a result of a dispute arising, or it is likely that the use of the software will be prohibited, Premium Agency may choose and carry out either of the items below.
(1) Acquire the license to the software from the patentee or the copyright holder
(2) Modify the software so that it does not cause a violation

3. In the event that it is not possible to apply either of the remedies listed in the items of the preceding Article despite Premium Agency’s best efforts, Premium Agency may subsequently terminate the license at its discretion, and the customer will not contest the termination or make any claim for damages.

4. Premium Agency will bear no responsibility for violation of rights resulting from modification of the software that the customer carried out in breach of this Agreement or caused by other breaches of this Agreement. Moreover, Premium Agency will bear no responsibility when the use of software by the customer is not in accordance with the Associated Material.

5. This Article provides for all of Premium Agency’s responsibility to the customer regarding the violation of the rights of third parties, and Premium Agency will not bear any responsibility to the customer, except that provided for in this Article.

Article 5: Limitation of Liability

1. Premium Agency will bear no liability for indirect, consequential, incidental, punitive or special damages related to this Agreement, regardless of the form of any claim or action.

2. In the event that Premium Agency is liable to compensate the customer for damage or loss related to the software, the amount will be limited to the direct damages caused to the customer as a result of the relevant dispute.

Article 6: Duty to Maintain Confidentiality

1. The customer acknowledges that the software contains trade secrets, which belong to Premium Agency and which require confidentiality to be maintained. The customer will strictly observe the provisions of each of the following items in order to maintain confidentiality of the software.

(1) The customer will not use the software for any purpose other than that provided for in this Agreement, disclose information about the software to third parties, or allow third parties to use the software unless Premium Agency agrees in writing.

(2) The customer must ensure that all persons and third parties, who are permitted to handle the software, maintain confidentiality. To achieve this, the customer will take the appropriate measures including providing instructions, concluding agreements and other means for all persons and third parties, who are permitted to handle the software.

2. Premium Agency and the customer acknowledge that the technical and business information of the other party learnt as a result of this Agreement contains trade secrets, which require confidentiality to be maintained. Premium Agency and the customer will not disclose or divulge business secrets learned as a result of this Agreement to third parties for a period of three years from the date when such secrets were learnt, and neither will they use such secrets for any purpose other than for the purposes of this Agreement.

3. Information in any of the categories below will not be subject to the obligations in paragraphs 1 and 2 of this Article.
(1) Information that was already in the possession of the party to whom it was disclosed or by whom it was acquired at the time of the disclosure or acquisition;
(2) Information that was already in the public domain at the time of its disclosure or acquisition;
(3) Information that came into the public domain through no fault of the party to whom it was disclosed or by whom it was acquired;
(4) Information disclosed by a third party to a party who is not subject to the duty of confidentiality;
(5) Information for which prior written consent to disclosure and exclusion from the maintenance of confidentiality has been granted by the other party.

Article 7: Assignment

The customer and Premium Agency will not assign rights and obligations based on this Agreement to any third parties without the prior written consent of the other party. Any assignment without consent will be void.

Article 8: Resolution through Discussion

Premium Agency and the customer will resolve matters that are not provided for in this Agreement, and questions concerning this Agreement that arise between the parties through discussion, based on good faith of both of the parties.

Article 9: Governing Law and Court of Jurisdiction

Japanese law will govern the interpretation and performance of this Agreement, and the Tokyo District Court will be the court with exclusive jurisdiction when disputes concerning this Agreement arise.

Article 10: Surviving Provisions

The provisions of Article 5, 6, and 9 will remain in effect after the termination of this Agreement.