TERMS

License Agreement

This License Agreement (the "Agreement") constitutes a valid and binding agreement between JIUN Corporation ("JIUN") and you (the "Customer") for the use of software developed by JIUN (the "Product"), as the terms are defined below. By installing and using the Product, the Customer unreservedly enters into this Agreement and agrees to abide by all of its terms.

BY INSTALLING AND USING THE PRODUCT, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CUSTOMER IS NOT PERMITTED TO INSTALL OR USE THE PRODUCT.

  1. License Grant

    Subject to the terms of this Agreement, JIUN hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to install and use the Product. JIUN and Customer will specify separately the price and requirements for use and Customer shall pay JIUN the price. The payment is not refundable.

  2. License Restrictions

    1. Notwithstanding anything to the contrary, the Customer may not:
      1. use the Product for diagnostic purposes in any state, country or jurisdiction where pharmaceutical or other similar approvals such as those granted by bodies such as the FDA, CE, HIPAA, or other regulatory bodies of any kind are required in order to use Product for diagnosis without such approvals;
      2. permit or let any third person use the Product;
      3. remove any proprietary notices or any copy of such notices from the Product;
      4. cause, permit or authorize the modification, creation of derivative works, reverse engineering, decompiling, disassembling or hacking of the Product;
      5. sell, assign, rent, lease, act as a service bureau, or grant rights in or to the Product or any part of it, including, without limitation, through sublicense, to any other entity;
      6. use the Product for the benefit of any third person, or charge any person for the use of the Product;
      7. use the Product with the aim or intention to violate or act in any way that would constitute a violation or an attempt to violate any applicable law, statute, regulation, ordinance, or rule, whether legislative, administrative, decisional, or of any other kind;
      8. use any type of bot, computer virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, trap door, time bomb or any other code or instruction designed to be used to provide or that has the effect of providing a means of surreptitious or unauthorized access, or that is designed to distort, delete, damage or disassemble the Product. Furthermore, the Customer may not use the Product to develop, generate, transmit or store information that:
        1. infringes any third person's intellectual property or other proprietary right or interest;
        2. is defamatory, harmful, abusive, obscene or hateful;
        3. in any way obstructs or otherwise interferes with the normal performance of another person's use of the Product;
        4. results in or contributes to the performance of any unsolicited commercial communication not permitted by applicable law;
        5. results in or contributes to any harassment or violation of privacy, or the threatening of other people or groups of people; or
        6. results in or contributes to the impersonation of any other person, or the theft or assumption of any person's identity.
    2. The Product contains confidential and trade secret information owned or licensed by JIUN, and the Customer agrees to take reasonable steps at all times to protect and maintain the confidentiality and secrecy of such information.
    3. All modifications or enhancements to the Product remain the sole property of JIUN. JIUN reserves the right to add additional features or functions to the Product with or without additional fees to be paid by the Customer to JIUN.
    4. Unless otherwise agreed, a single license purchased from or provided by JIUN or its Distributor grants Customer the right to install and use the Product only in one (1) business location and Customer may not install or use the Product in multiple business locations with a single license purchased from or provided by JIUN or its Distributor.
    5. Unless otherwise agreed, a single license purchased from or provided by JIUN or its Distributor grants Customer the right to install and use the Product only in one (1) operating system and Customer may not install or use the Product in multiple operating systems with a single license purchased from or provided by JIUN or its Distributor.

  3. Proprietary Rights

    1. The Product contains proprietary and confidential information of JIUN, including copyrights, trade secrets and trademarks contained therein. Title to and ownership of the Product, including, without limitation, all intellectual property rights in and to the Product, are and shall remain the exclusive property of JIUN. Except for the limited license granted to the Customer, JIUN reserves all right, title and interest in and to the Product. The Customer shall not take any action to jeopardize, limit or interfere with JIUN's ownership of and rights with respect to the Product. Customer acknowledges that any unauthorized copying or other unauthorized use of the Product is a violation of this Agreement, and of applicable copyright and other laws and is strictly prohibited.
    2. If the Customer provides JIUN a file to translate the Product (the "Language File"), Customer shall assign and transfer copyrights and other intellectual property rights (including, without limitation, the rights with respect to Article 27 and 28 of Copyright Act in Japan, and similar rights throughout the world.; the same shall apply hereinafter) relating to the Language File without any fees, and Customer shall not assert moral rights relating the Language File.

  4. Terms and Termination

    1. This Agreement is effective as of the time and date the Customer accepts this Agreement by installing and/or using the Product.
    2. JIUN may terminate this Agreement without reservation or penalty if it determines in its absolute discretion that the Customer has failed to comply with or has the intention to not comply with the strict terms and conditions of this Agreement.
    3. Upon termination of this Agreement for any reason, any and all of the Customer's licenses and rights to use the Product shall terminate automatically.

  5. Support

    1. If the Customer purchases or is provided the Product by a Distributor (as defined below), any and all technical or product support provided for the Product will be provided by the Distributor, and support for the Product will not be provided directly by JIUN. A "Distributor" is a person who has entered into a Distributor Agreement with JIUN.
    2. If the Customer buys the Product from JIUN, all and any technical or product support for the Product will be provided by JIUN through e-mail communication only.
    3. JIUN shall provide updates for the Product to the Customer without any additional charge; provided that such updates shall be limited to the same major version of the Product (for example, if the major version of the Product is version 2.0, updates of the Product to versions 2.1, 2.2, and all other subsequent sequential updates of that series, shall be provided to the Customer without any additional charge, however when the major version of the Product is upgraded to version 3.0, then it is considered to be a new Product and additional fees will be required to be paid by the Customer to JIUN).
    4. If the present major version of the Product is upgraded to a new major version, support for any earlier versions will not be provided (for example, if the Product is upgraded to version 3.0, any older versions, such as 2.0, 2.1 and 2.2, will not be supported).
    5. JIUN will provide support solely to the latest updated version of the Product.

  6. Remedies

    1. The Customer agrees that its only remedy against JIUN under this Agreement or otherwise for any claim of defects or alleged deficiencies in the Product shall be limited to the following paragraphs.
    2. JIUN shall repair the defect by providing updates or otherwise within a reasonable period of time, to the extent that the defect comes within the definition of "Defects" expressly identified in the Product manual issued by JIUN and which defect is caused by the ordinary use of the Product by the Customer according to the Product manual. Provided that, if the present version of the Product is upgraded to a new version, such repair for any earlier versions will not be provided.
    3. The Customer agrees that there are no other warranties, claims or representations made by JIUN, either express or implied, with respect to the Product, including warranties of quality, merchantability, fitness for any purpose, or any other feature of the Product.
    4. JIUN shall not be liable to the Customer or any party for any loss, damage, claim or demand whatsoever arising out of the use of the Product by the Customer or any other person, or by reason of the Customer's use of the Product for diagnostic purposes in any country, state or other jurisdiction where pharmaceutical or other similar approvals are required in order to use the Product for diagnosis.
    5. In the case where Distributor (as defined below) or other third person makes or develops brochures, advertisements, Language Files, or any other documents relating to the Product, JIUN gives no warranty of the accuracy of the content and translation. Otherwise notices in Japanese or English, notices relating to the Product in another language are not official, and JIUN gives no warranty with respect to such notices.

  7. Medical devices

    1. In the case where the Product constitutes a medical device that receives approval under the law on securing quality, efficacy and safety of products including pharmaceuticals and medical devices in Japan, this Article applies.
    2. In a case referred to in preceding paragraph, Customer shall update the Product if JIUN requests.
    3. In a case referred to in paragraph 1, Customer shall report whether it has updated the Product or not if JIUN requests.

  8. Electronic Signatures and Agreements

    The Customer acknowledges and agrees that by clicking on the button labeled "I accept the agreement" or "Browse", as may be designated by JIUN to install or use the Product, it unreservedly accepts and agrees to all of the terms and conditions of this Agreement, and that the Customer is submitting a legally binding electronic signature and is entering into a legally binding contract. The Customer acknowledges that the Customer's electronic submissions constitute agreement and intent to be bound by this Agreement and all of its terms. Pursuant to any applicable statues, regulations, rules, ordinances or other law, THE CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCT. Further, the Customer hereby waives any rights or requirement under any statutes, regulations, rules, ordinances or other laws in any jurisdiction that require an original signature, or delivery or retention of non-electronic records.

  9. Distributor

    If the parties agree that JIUN appoints Customer as a distributor ("Distributor") of the Product, the provisions of the Distributor Agreement set out as Exhibit A will apply to the parties.

  10. Support and Update Agreement

    If the parties agree that JIUN provides support and update relating to the Product and Customer pays for such provision, the Support and Update Agreement set out as Exhibit B will apply to the parties.

  11. General Provisions

    1. JIUN may modify this Agreement in its absolute discretion by posting the revised Agreement on its website, located at https://sonicdicom.com/.
    2. The Customer's continued use of the Product shall constitute the Customer's acceptance of and agreement to any such revised Agreement and all of its terms.
    3. The Customer may not assign this Agreement or any rights under it.
    4. Nothing in this Agreement shall constitute a partnership, agency or similar relationship, or joint venture between the Customer and JIUN.
    5. The Customer agrees that this Agreement shall be governed by and construed in accordance with the laws of Japan.
    6. The Customer further agrees that all disputes arising between the parties in regard to this Agreement or any issue arising under or from it shall be finally and conclusively settled by arbitration in Japan under the arbitration rules of the Japan Commercial Arbitration Association.
    7. When JIUN and Customer enter into this Agreement and similar license agreement in Japanese, the similar license agreement in Japanese shall apply preferentially to a Customer located in Japan, and this Agreement shall apply preferentially to a Customer located outside Japan.

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Distributor Agreement

Exhibit A

This Agreement (the "Agreement") is entered into between JIUN Corporation ("JIUN") and the Distributor, as follows:

  1. Background

    JIUN has developed, owns, and licenses software specified separately (the "Product"), and the Distributor wishes to resell the Product to Users and Sub-distributors. Therefore, the parties agree as follows:

  2. Appointment

    1. The Distributor is hereby appointed as a non-exclusive distributor of the Product in the area specified separately ("Territory") pursuant to this Agreement.
    2. The Distributor accepts the appointment referred to in the preceding paragraph, and agrees to serve as a distributor of the Product to the end user of the Product ("Users") and other third persons ("Sub-distributors") located in the Territory as provided herein.
    3. The Distributor understands and shall inform each User that the use of the Product is dependent upon each User and Sub-distributor agreeing and adhering to a License Agreement with JIUN, where applicable. The Distributor must inform each User that the Product should not be used for diagnostic purposes in any state, country or jurisdiction where pharmaceutical or other similar approvals (such as those granted by bodies such as the FDA, CE, HIPAA, or other regulatory bodies of any kind; the same shall apply hereinafter), are required in order to use the Product for diagnosis.
    4. If the parties agree that JIUN appoints Distributor as a sole distributor of the Product in the Territory, during the term of this Agreement, JIUN shall not appoint any third person having its head office in Territory as a distributor of the Product and the Distributor shall not sell or license to use any other third person software (including software developed by Distributor) that has the same or similar functions as the Product.
    5. If the parties agree that JIUN appoints Distributor as a sole distributor of the Product in the Territory, during the term of this Agreement, in the case where JIUN knows that a third person has the intention to resell a Product to Users or Sub-distributors located in the Territory, JIUN shall not accept the order for the Product from such third person, provided that, JIUN reserves the unrestricted right to sell and license the Product to Users directly.
    6. Expect as set forth in the preceding paragraphs 4 and 5, this Agreement is not exclusive to the Distributor, and JIUN reserves the unrestricted right to sell, license, market and distribute the Product and to grant such right to persons other than the Distributor in its absolute discretion anywhere in the world.
    7. Notwithstanding any provisions in this Article, if any prospective User contacts JIUN directly, then JIUN may introduce that User to the Distributor in JIUN's absolute discretion.
    8. Before the Distributor resells the Product to a Sub-distributor, the Distributor shall send JIUN a document that is specified by JIUN and can prove the Sub-distributor's agreement to bear the same obligations as those of this Agreement.
    9. When the Distributor sends to JIUN the document prescribed in the preceding paragraph, JIUN shall not prevent the Sub-distributor from reselling the Product to end users in the Territory.

  3. License

    1. The Distributor is hereby authorized to grant to Users a limited, non-exclusive, non-transferable, and non-assignable license to download the Product from the website specified by JIUN. The Distributor shall have the right to sub-license the Product to Users pursuant to the terms and conditions of this Agreement. Each sub-license granted by the Distributor shall also be subject to the provisions of a License Agreement between JIUN and the User.
    2. The Distributor is prohibited from and shall not have any right to create any derivative works of the Product, in whole or in part, and shall not upload, disassemble, decompile, reverse assemble, reverse compile, recompile or make extracts from the Product.
    3. No License is granted for any use or reproduction of the Product, in whole or in part.

  4. Order and Payment

    1. Before the Distributor resells the Product to Sub-distributors or sub-licenses the Product to Users, the Distributor shall order the Product by using the format specified by JIUN.
    2. JIUN shall send the Distributor an invoice promptly and within a reasonable time when JIUN accepts the received Distributor order.
    3. When JIUN sends the invoice according to the prior paragraph, an individual contract is established, and payment specified in such individual contract shall be made by the Distributor to JIUN. After the individual contract becames effective, payment is not refundable.
    4. JIUN shall issue a password to the Distributor promptly after confirming payment for the Product and receiving necessary information and a request to issue a password by using the format specified by JIUN.

  5. Covenant of Reseller

    1. The Distributor understands that the Product shall not be used for diagnostic purposes in any state, country or jurisdiction where pharmaceutical or other similar approvals are required in order to use the Product for diagnosis without such approvals.
    2. The Distributor has the obligation to investigate and identify whether such pharmaceutical or similar approvals are required in order to use the Product for diagnosis in the state, country or jurisdiction where the Distributor wishes to resell the Product, and the Distributor agrees that it must, before reselling the Product to a Sub-distributor or an User, identify and explain these requirements to each prospective Sub-distributor or User of the Product.

  6. Medical devices

    1. In the case where the Product constitutes a medical device that receives approval under the law on securing quality, efficacy and safety of products including pharmaceuticals and medical devices in Japan, this Article applies.
    2. In a case referred to in the preceding paragraph, Distributor shall obtain and keep the necessary approval and license to sell medical devices.
    3. In a case referred to in paragraph 1, when a complaint arises about the quality, etc., of Products Distributer shall investigate the causes for matters related to the complaints, take necessary measures, and record the condition.
    4. In a case referred to in paragraph 1, when the Distributor finds matters concerning the occurrence of disease, disability, or death suspected to be caused by failure or otherwise of the Product or the occurrence of infectious diseases suspected to be caused by the use of the Product, the Distributor shall notify JIUN about the same.
    5. In a case referred to in paragraph 1, when the Distributor provides advertising for the Product, Distributor shall label the following matters: (1) the name and address of the Distributor; (2) the telephone number or other contact information; and (3) other necessary matters.
    6. In a case referred to in paragraph 1, when the Distributor accepts the Product from JIUN or sells the Product, the Distributor shall state the following matters in documents and preserve these documents for three (3) years: (1) The name of the Product; (2) quantity; (3) the manufacturing number or manufacturing code; (4) the day of acceptance or sale (5) the name and address of transferrer or transferee.
    7. In a case referred to in paragraph 1, when it is necessary to collect Products according to the law on securing quality, efficacy and safety of products including pharmaceuticals and medical devices in Japan, Distributor shall cooperate with JIUN to collect Products.
    8. In a case referred to in paragraph 1, Distributor shall confirm and report whether Users have updated the Product or not if JIUN requests.
    9. In a case referred to in paragraph 1, Distributor shall comply with the law on securing quality, efficacy and safety of products including pharmaceuticals and medical devices in Japan, other laws and regulations, in addition to the requirements set in other paragraphs.
    10. If the Product is a medical device that obtains notification, certification or approval, etc., according to applicable foreign laws, Distributor shall comply with and observe the obligations according to the applicable foreign laws.

  7. User Information

    When Distributor submits an order according to Article 4.1, Distributor shall report User's or Sub-distributor's information to JIUN using the format specified by JIUN.

  8. Support

    1. JIUN shall provide support to the Distributor only by e-mail without any additional cost to the Distributor.
    2. JIUN shall not be obliged to provide any direct support to the Distributor's User and Sub-distributor. The Distributor shall provide any and all necessary support to the User at the Distributor's sole expense.
    3. JIUN provides updates of the Product to Users and end users purchasing the Products according to Article 2.9 without any additional charge, provided that such updates shall be limited to the same major version of the Product. (For example, if the major version of the Product is version 2.0, updates of the Product to versions 2.1, 2.2 and other subsequent sequential updates of that major version in that series shall be provided to the User without any additional charge. However if the major version of Product is upgraded to version 3.0, then the Product is considered to be a new Product and an additional fee will be required to be paid by the Distributor to JIUN.). This paragraph doesn't apply when Users or end users purchases the Products according to Article 2.9 and JIUN enter into the Support and Update Agreement.
    4. If the present major version of the Product is upgraded to a new major version, support for the previous major version of the Product will not be provided.
    5. JIUN will provide support solely for the latest updated version of the Product.
    6. JIUN may provide additional options or functions of the Product, which additions will require the Distributor to pay additional fees to JIUN.
    7. JIUN shall provide the Distributor with a newsletter or other communication, in its discretion, about any updates, upcoming feature previews, and other important information.

  9. Demonstration Edition

    1. The Distributor may use the Product for demonstration purposes only with the express prior written approval of JIUN.
    2. In order to use the Product for demonstration, the Distributor must make a request to JIUN using the format specified by JIUN (the "Request Form").
    3. JIUN shall then consider the information provided by the Distributor in the Request Form to decide whether to approve or not approve the Distributor's request in its absolute discretion. The Distributor agrees to limit use of the Product for the purposes of a demonstration to a reasonable and not excessive range. The Distributor agrees that JIUN has the right to limit use to a reasonable range to be determined in JIUN's absolute discretion.
    4. The Distributor must report the results of any demonstration in the format specified by JIUN within one (1) week from the end date of the demonstration stated in the Request Form. If the Distributor does not report the results within two (2) weeks of the end date of the demonstration, JIUN may consider that the Distributor has no intention to make any report on the results of the demonstration, and the Distributor agrees that JIUN has the right to charge the Distributor an amount equivalent to the full price of the Product before any discount, and the Distributor hereby agrees to pay this amount to JIUN within ten (10) days of JIUN's demand for it.

  10. Product Changes

    JIUN has the right to modify, alter, amend or delete any portions or parts of the Product at any time in its absolute discretion. Distributor may not alter, merge, modify or adapt the Product in any way, including by reverse engineering, disassembling or decompiling.

  11. Intellectual Property

    1. JIUN retains all ownership rights to all applicable copyrights, trade secrets trademarks, service marks, trade names and other intellectual property rights (including similar rights throughout the world, "Intellectual Property Right") in the Product. The Distributor shall not copy, modify or reproduce the Product or accompanying documentation in any way, nor may it reverse engineer, disassemble, or decompile the Product, nor remove, obscure or alter JIUN's proprietary notices, any accompanying License Agreement or other documentation for or relating to the Product.
    2. Any documentation accompanying a Product shall also be deemed to be part of the Product and must be delivered by the Distributor to each User or Sub-distributor as a complete Product.
    3. JIUN grants the Distributor a non-exclusive, royalty-free license to use JIUN's trademarks, service marks, and trade names for the purpose of advertising, promoting, merchandising and marketing the Product; subject to the prior approval of JIUN of the content of such advertising, promotion, merchandising, and marketing. The Distributor will discontinue all use of JIUN's marks, names and all other indicia of its brand promptly upon the termination or expiration of this Agreement.
    4. If the Distributor provides JIUN a file to translate the Product (the "Language File"), Distributor shall assign and transfer copyrights and other Intellectual Property Rights (including, without limitation, the rights with respect to Article 27 and 28 of Copyright Act in Japan, and similar rights throughout the world.; the same shall apply hereinafter) relating the Language File without any fees, and Customer shall not assert moral rights relating the Language File.

  12. Modification

    1. If the parties agree to modification of the Product for the Distributor by JIUN, JIUN shall modify the Product in accordance with the specification agreed by the parties ("Specification").
    2. JIUN shall upload the modified Product to enable the Distributor to download the Product.
    3. If the parties agree, Distributor may assign a new name to the modified Product and resell the modified Product under the new name and Distributor's own brand and using Distributor's trademark and logo. Distributor shall report the new name, the trademark and the logo of the modified Product and the place where the modified Product is utilized.
    4. Distributor warrants that the Specification does not infringes the Intellectual Property Rights of any third person, and JIUN bears no obligation to investigate whether the Specification infringes the Intellectual Property Rights of any third person. If the Specification infringes a third person's Intellectual Property Rights, Distributor shall compensate for the loss and damage caused to JIUN.

  13. Unauthorized Use

    1. When the Distributor recognizes or detects unauthorized use of the Product by any person, the Distributor must immediately notify JIUN of this event in writing and the Distributor shall take all measures necessary to stop such unauthorized use.
    2. JIUN shall not be liable for any loss or damage incurred or any claim or demand made against the Distributor, any Sub-distributor and any User whatsoever arising out of the unauthorized use of the Product by any person.

  14. Warranties

    1. The Distributor agrees that its only remedy against JIUN under this Agreement or otherwise for any claim shall be limited to the following: JIUN shall repair the defect by providing updates or otherwise within a reasonable period of time, to the extent that the defect comes within the definition of "Defects" expressly identified in the Product manual issued by JIUN and which defect is caused by the ordinary use of the Product by the User according to the Product manual. Provided that, if the present version of the Product is upgraded to a new version, such repair for any earlier versions will not be provided.
    2. JIUN shall not be liable for any loss or damage incurred or any claim or demand made against the Distributor, a Sub-distributor or a User whatsoever arising out of the ordinary and proper use or any other use of the Product.
    3. The Distributor agrees to indemnify JIUN and to hold JIUN harmless from and against any loss, damage, claim or demand whatsoever arising out of the Distributor's activities, including but not limited to any express warranties or representations made by the Distributor, its agents or employees, that are not part of the written warranty, and that are not approved specifications of the Product.
    4. The Distributor agrees that it is obliged to properly investigate whether any pharmaceutical, medical or other similar regulatory approval or approvals are required in order for the User to use the Product for diagnosis in the state, country or jurisdiction where Distributor wishes to resell the Product, and agrees to indemnify JIUN from and against any loss, damage, claim or demand whatsoever arising out of lack of pharmaceutical, medical or other similar regulatory approvals.
    5. Distributor agrees that with respect to the Product, Distributor shall neither give nor make any other or different warranty or representation as to the quality, merchantability, fitness for purpose, or any other feature of Product, other than those that have been expressly made in writing by JIUN and that are in the Product manual.
    6. In the case where Distributor makes or develops brochures, advertisements Language Files, or any other documents relating to the Product, Distributor represents and warrants that the contents and the translation of these is accurate.

  15. Relationship of the Parties

    It is expressly understood and agreed that the relationship between the parties is solely that of "Seller" and "Distributor". The Distributor is not and shall not be a partner, agent, representative or joint-venturer of or with JIUN. The Distributor has no authority to assume or create any obligation, or any estoppel or other legal, equitable or restitutionary obligation whatsoever for or on behalf of JIUN, express or implied, with respect to the Product or otherwise.

  16. Term and Termination

    1. The Term of this Agreement is a period of one (1) year from the effective date. At the end of the initial term or any extension term, the term of this Agreement shall be automatically extended for an additional one (1) year term unless one of the parties gives the other party a notice to terminate this Agreement at the end of that term, at least thirty (30) days in advance of such termination.
    2. This Agreement may be terminated by JIUN if Distributor does not pay the amounts owing to JIUN by the Distributor within 30 days of their respective due dates.
    3. If JIUN has reasonable grounds to suspect that the Distributor's promises, information (such as User's or Sub-distributor's information), or reports (including but not limited to reports of demonstrations) are inaccurate or otherwise in breach of this Agreement, JIUN may terminate this Agreement in its absolute discretion, and pursue any appropriate legal or other remedies.
    4. The expiration or termination of this Agreement for any reason whatsoever shall not discharge or relieve either party from any obligation that accrued prior to such expiration or termination, and shall not relieve any party that has breached this Agreement from liability for damages resulting from such breach. Further, the expiration or termination of this Agreement for any reason whatsoever shall not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication or imputation, come into effect or continue to have effect on or after expiration or termination of the Agreement.

  17. Governing Law and Arbitration

    1. This Agreement and its validity, construction and effect shall be governed by the laws of Japan
    2. All disputes arising between the parties in regard to this Agreement shall be finally and conclusively settled by arbitration in Japan under the arbitration rules of the Japan Commercial Arbitration Association.

  18. General Provisions

    1. This Agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein. In the case of conflict between this Agreement and the Distributor's purchase orders issued for the Product, the terms of this Agreement shall prevail.
    2. The Distributor and JIUN agree that this Agreement, and the Product, including all information related to the Product, that is disclosed to the Distributor as a result of this Agreement, (1) constitute the proprietary and confidential information of JIUN; (2) shall be used by the Distributor only as required to exercise the license granted under this Agreement; and (3) shall be held in confidence and shall not be made available in any form to any person or entity other than the Distributor, without the express written consent of JIUN. JIUN agrees that the Distributor shall be permitted to disclose relevant aspects of the Product and related information about JIUN to any User and Sub-distributor, but solely to the extent that such disclosure is directly related to the User's or Sub-distributor's use or purchase of the Product, and provided that the Distributor shall take all reasonable steps to ensure that the Product is not copied, duplicated or otherwise reproduced in whole or in part, in contravention of the Agreement.
    3. JIUN agrees that all information relating to the Product that is disclosed to JIUN as a result of this Agreement shall be used according to JIUN's Privacy Policy.
    4. JIUN may modify this Agreement in its absolute discretion by posting the revised Agreement on its website, located at https://sonicdicom.com/.
    5. The absence of any objection by Distributor within two (2) weeks from any modification of this Agreement prescribed in preceding paragraph shall constitute the Customer's acceptance of and agreement to such revised Agreement and all of its terms.
    6. When JIUN and Distributor enter into this Agreement and a similar distributor agreement in Japanese, the similar agreement in Japanese shall apply preferentially to a Distributor located in Japan, and This Agreement shall apply preferentially to a Distributor located outside of Japan.
    7. The Distributor shall be exclusively responsible for the procurement and renewal of all export or import licenses required under foreign law for the export or import of the Product, and shall be solely and exclusively responsible for the timely payment of all costs and other expenses (including taxes) in connection with such procurement and renewal. The Distributor agrees to comply with any applicable export or import laws of any foreign country or jurisdiction with respect to the export of the Product from Japan. The Distributor shall be solely and exclusively responsible at its own expense for compliance with all domestic or other laws, legislative, administrative, decisional or arising otherwise, relating to the Product in the states, countries or jurisdictions in which the Distributor sells the Product.

  19. Effective Date

    This Agreement shall be effective as of and from the date JIUN and the Distributor enter into this Agreement.

 

Support and Update Agreement

Exhibit B

This Agreement (the "Agreement") is entered into between JIUN Corporation ("JIUN") and the Customer, as follows:

  1. Background

    JIUN can provide support and update for the software specified separately (the "Product"), and the Customer wishes to be provided with support and update for the Product. Therefore, the parties agree as set out in this Agreement.

  2. Support

    1. JIUN provides updates of the Product to the Customer without limitation to the same major version of the Product. (For example, if the major version of the Product is version 2.0, updates of the Product to versions 2.1, 2.2 and other subsequent sequential updates of that major version in that series, and updates of the Product to new major version 3.0 also shall be provided to the Customer.)
    2. JIUN shall provide Customer technical advice about the Product ("Technical Advice") in preference to third persons who have not entered into a Support and Update Agreement.
    3. Technical Advice can be provided from 10 am to 5 pm during weekdays, Japan time.
    4. Technical Advice can be provided via E-mail, but cannot be provided by telephone or by dispatch of JIUN's employee.
    5. Technical Advice excludes support by dispatch of JIUN's employee to Customer's office and with acceptance of hardware etc.
    6. JIUN will provide support solely for the latest updated version of the Product.

  3. Price

    The price for the services in the preceding Article shall be agreed separately.

  4. Loss the License

    In the case where the Product constitutes a medical device that receives approval under the law on securing quality, efficacy and safety of products including pharmaceuticals and medical devices in Japan, when this Agreement is terminated or becomes invalid, the License Agreement between JIUN and Customer shall be terminated and Customer will lose the right and license to use the Product.

  5. Term and Termination

    1. The Term of this Agreement is a period of one (1) year from the effective date. At the end of the initial term or any extension term, the term of this Agreement shall be automatically extended for an additional one (1) year term unless one of the parties gives the other party a notice to terminate this Agreement at the end of that term, at least thirty (30) days in advance of such termination.
    2. This Agreement may be terminated by JIUN if Customer does not pay the amounts owing to JIUN by the Distributor within one (1) week of their respective due dates.
    3. The expiration or termination of this Agreement for any reason whatsoever shall not discharge or relieve either party from any obligation that accrued prior to such expiration or termination, and shall not relieve any party that has breached this Agreement from liability for damages resulting from such a breach. Further, the expiration or termination of this Agreement for any reason whatsoever shall not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication or imputation, come into effect or continue to have effect on or after expiration or termination of the Agreement.

  6. Governing Law and Arbitration

    1. This Agreement and its validity, construction and effect shall be governed by the laws of Japan.
    2. All disputes arising between the parties in regard to this Agreement shall be finally and conclusively settled by arbitration in Japan under the arbitration rules of the Japan Commercial Arbitration Association.

  7. General Provisions

    1. JIUN may modify this Agreement in its absolute discretion by posting the revised Agreement on its website, located at https://sonicdicom.com/.
    2. The Customer's continued use of the Product shall constitute the Customer's acceptance of and agreement to such revised Agreement and all of its terms.
    3. When JIUN and Customer enter into this Agreement and a similar support and update agreement in Japanese, the similar support and update agreement in Japanese shall apply preferentially to a Customer located in Japan, and This Agreement shall apply preferentially to a Customer located outside of Japan.

  8. Effective Date

    This Agreement shall be effective as of and from the date JIUN and the Customer enter into this Agreement.