6
5
Termination
5.1
Company shall have the right to terminate this
Agreement at any time by providing a written
notice to you if you commit a material breach
of any terms of this Agreement and fail to
immediately rectify such breach upon
Company’s request.
5.2
Upon termination for any reason all rights
granted to you under this Agreement shall
cease, you shall cease all activities authorized
by this Agreement and you shall immediately
delete or remove the Software from all
computer equipment in your possession and
delete or destroy all copies of the Software or
its derivative works in your possession. In
addition to the above, you shall delete contents
or design data created by you from the
Company Product in your possession.
6
Miscellaneous terms
6.1
You shall not export or re-export the Software
or any copy or adaptation thereof in violation
of any applicable laws or regulations.
6.2
You shall not assign all or any part of this
Agreement to any third party or any interest
therein, without prior written consent of
Company. A change of control or
reorganization of you pursuant to a merger,
sale of assets or stock shall be deemed to be an
assignment under this Agreement.
6.3
You agree that a breach of this Agreement will
cause irreparable injury to Company for which
monetary damages would not be an adequate
remedy and Company shall be entitled to seek
equitable relief in addition to any remedies it
may have hereunder or at law without a bond,
other security, or proof of damages.
6.4
If any provisions of this Agreement shall be
declared or determined as void or
unenforceable by a court of competent
jurisdiction, such provisions shall be severable
and independent from the other provisions of
this Agreement and the validity of the other
provisions and of the entire Agreement shall
not be affected thereby.
6.5
This Agreement, together with all exhibits or
other attachments referenced herein,
constitutes the entire agreement between the
parties on the subject matter hereof, and
supersedes all proposals, oral and written,
between the parties on this subject.
6.6
If Company fails to insist that you perform any
of your obligations under this Agreement, or if
Company does not enforce any rights against
you, or if Company delay in doing so, that will
not mean that Company have waived any
rights against you and will not mean that you
do not have to comply with those obligations.
If Company does waive a default by you,
Company will only do so in writing, and that
will not mean that Company will automatically
waive any later default by you.
6.7
This Agreement is governed by the laws of
Japan and Japanese Courts shall have exclusive
jurisdiction with respect to this Agreement
except with regard to enforcement in which
case the jurisdiction of the Japanese Courts
shall be non-exclusive.
6.8
The Company may update this Agreement in
the below cases: A) When the changes are
made for the users' benefit, or B) When the
updates to the Agreement are adequate,
reasonable, and not contrary to the purposes of
the Agreement.
The Company will notify you and give you the
opportunity to review any material changes or
updates to the Agreement, by posting a notice
on the Company's website or a website
specified by the Company at least 30 days
before the Agreement enters into effect. Once
the updated Agreement is in effect, you will be
bound by it if you continue to use the Software.
