IMPORTANT? - THE SOFTWARE (AS DEFINED BELOW) IS PROVIDED TO THE LICENSEE (REFERRED TO IN THIS AGREEMENT AS "END USER") ONLY ON THE CONDITION THAT THE END USER AGREES WITH THE LICENSOR, NEC SYSTEM TECHNOLOGIES LTD. (REFERRED TO IN THIS AGREEMENT AS "NECST"), TO THE TERMS AND CONDITIONS SET FORTH IN THE FOLLOWING LEGAL AGREEMENT. BY ACCEPTING THIS AGREEMENT THE END USER ACKNOWLEDGES THAT END USER HAS READ THIS LICENSE AGREEMENT, THAT END USER UNDERSTANDS IT, AND THAT END USER AGREES TO BE BOUND BY ITS TERMS.

1. Grant of License
   Subject to the terms and conditions set out in this License Agreement, NECST grants to the End User a non-exclusive, nontransferable, royalty-free, limited license to install the program with which this license is distributed (the "Software") on one (1) hardware system and use the Software so installed and the accompanying documentation (the "Documentation"), (the Software, the media embodying the Software and the Documentation are collectively referred to as the "Licensed Material") during thirty(30) days from the first date End User downloads the Software (the "Term") for internal evaluation purposes only. The Software is licensed and not sold to End User under the terms of this License Agreement only and any rights not expressly granted by NECST to End User are reserved by NECST, and all implied licenses are disclaimed. The Licensed Material shall be used only by the End User's employees, only for End User's use for the purpose described above and not for the benefit of any other person or entity.



2. Ownership
   The Licensed Material and all intellectual property and/or proprietary rights contained in that, and related thereto are the sole and exclusive property of NECST. Subject to the terms hereof, the End User has a license set forth in section 1 above to use the Licensed Material as long as this License Agreement remains in full force and effect. Any other use of the Licensed Material by any person (including, but not limited to, End User or employees thereof), business, corporation, government organization or any other entity is strictly forbidden and constitutes a material breach of this License Agreement.



3. Copyright
   The Licensed Material contains material that is protected by laws for patent, copyright, trade secret law or other intellectual property rights, by international treaty provisions, and by all other applicable national laws. End User may not copy the Software (except to the limited extent necessary to download and install the Software). End User may not copy the Documentation. End User may not remove any proprietary notice of NECST from the Licensed Material. All rights not granted to End User in this License Agreement are reserved to NECST. NECST may make changes to the Licensed Material at any time without notice. Except as otherwise expressly provided, NECST grants no express or implied license right under NECST patents, copyrights, trademarks, or other intellectual property rights.



4. Protection and Restrictions
   End User agrees to use the its best efforts and take all reasonable steps to safeguard the Licensed Material to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made in any form. End User acknowledges that the Licensed Material contains valuable confidential information and trade secrets and that unauthorized use and/or copying shall be harmful to NECST. End User may not: (i) use or copy the Licensed Material except as expressly allowed in this License Agreement; (ii) transfer, assign, publish, display, disclose, rent, lease, modify, loan, lend the Licensed Material; (iii)use the Software for timesharing or service bureau purposes; (iii) distribute the Licensed Material; (v)create derivative works based on the Software or any part thereof; (iv) reverse engineer, decompile, translate, adapt, or disassemble the Software, merge the Software with any other software, or attempt to create the source code from the object code for the Software (vii) merge the Software with any other software; (viii) transmit the Software over any network or between any devices, although End User may use the Software to make such transmissions of other materials;; (ix) cause, assist or permit any third party to do any of the foregoing. End User agrees to reasonably communicate the terms and conditions of this Agreement to those persons employed by End User who come into contact with the Software, and to ensure their compliance with such terms and conditions of this License Agreement, including, without limitation, not permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software.



5. Disclaimer
   Inasmuch as this Agreement allows End User to evaluate the Software without charge, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY. To the maximum extent permitted by law, NECST disclaims any and all other warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, course of dealing or usage of trade. In addition, NECST does not warrant that (i)the functions contained in the Software will meet any requirements or needs End User may have, (ii)the Software will operate error-free, or in an uninterrupted manner, or (iii) the Software is compatible with any particular platform. Some jurisdictions do not allow the waiver or exclusion of implied warranties so some or all of the foregoing may not apply to End User.



6. Limitation of Liability
   END USER ASSUMES ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE SOFTWARE. IN NO EVENT WILL NECST, NECST OR ANY OTHER PARTY WHICH HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIAL ("RELATED `PARTY") BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF NECST, NECST AND /OR RELATED PARTY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NECST'S AND RELATED PARTY'S LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE LICENSED MATERIAL EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY END USER FOR THE LICENSED MATERIAL.



7. Support
   NECST will not provide any maintenance, updates, enhancements, upgrades, bug fixes or support of any kind for the Software.



8. Termination
   This License Agreement is effective upon End User's acceptance of this License Agreement and, unless as otherwise terminated pursuant to this License Agreement, will continue until the expiration of the Term., NECST may terminate this License Agreement if NECST finds that End User violates or has violated the terms hereof, including, but not limited to, an unauthorized use of the Licensed Material, and/or transfer or assignment of all or part of this License Agreement. Upon expiration or termination, all of End User's right to use the Licensed Materials shall immediately cease, and End User agrees to , upon such expiration or termination,　either (i) enter into a royalty-bearing license agreement with NECST for continued use of the Software, or (ii) promptly cease all use of the Software and send written affidavit as evidence to NECST that End User has removed the Software and any parts thereof from End User's systems and returned or destroyed all Licensed Materials.. End User's failure to do either of the aforementioned will create its agreement to obtain a royalty-bearing license for the Software in accordance with the terms and conditions of NECST's standard license agreement for the Software at the then-current list price, for which End User shall be invoiced. Any obligations to pay fees and all provisions relating to confidentiality, ownership, proprietary rights, protection and restrictions on use of the Licensed Software shall survive expiration or the termination of this License Agreement. Termination by NECST set forth herein is not an exclusive remedy and all other remedies will be available whether or not this License Agreement is terminated.



9. Assignment
   End User may not transfer or assign, this License Agreement including, but not limited to any of End User's rights to use the Licensed Material to another person or entity, without first obtaining the prior written consent of NECST. Any transfer or assignment without NECST's prior written consent shall be null and void.



10. Government Restricted Rights
    The Licensed Material is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Licensed Material by the Government constitutes acknowledgment of NECST's proprietary rights therein. Contractor or Manufacturer is NECST.



11. General
    This License Agreement shall be governed by and construed under the laws of Japan, without regard to its conflicts of law principles. The parties hereby agree that any legal proceeding with respect to or arising under this License Agreement shall be brought in the appropriate courts in Tokyo. This License Agreement shall constitute the entire agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties. The End User may not export or re-export the Licensed Material in violation of applicable export laws and regulations of any applicable jurisdiction. End User agrees to indemnify NECST against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of export. NECST is not obligated under any other agreements unless they are in writing and signed by an authorized representative of NECST.



12. Notice
    The notice to be made from End User under this License Agreement shall be sent to the address below:info-siteshell@mls.necst.nec.co.jp