This Agreement sets forth the terms and conditions for using the software "Fixstars AI Booster" (hereinafter referred to as "the Software") provided by Fixstars Corporation (hereinafter referred to as "the Company").
Before using the Software, you must read and agree to the entirety of this Agreement. By clicking to agree to this Agreement on the Company’s website or completing any other procedure prescribed by the Company, the license to use the Software will be granted, and you will be deemed to have fully agreed to this Agreement.
1. Applicability
When the Company posts rules for the use of the Software on its website, these rules constitute a part of this Agreement. If there is any conflict between the content of this Agreement and such rules, the provisions of this Agreement shall prevail.
The Company may modify this Agreement as deemed necessary. When modifying the Agreement, the Company will announce the content and effective date of the revised Agreement through appropriate methods, including posting on its website or notifying users.
If you use servers or programs provided by third parties in relation to the use of the Software, you must comply with the terms set by those third parties. The Company will not intervene in disputes between you and any third party; such disputes must be resolved at your expense and responsibility.
2. License Terms
The Company grants you a non-exclusive, non-transferable, and non-sublicensable license to use the Software under the conditions set forth herein solely for your own purposes.
The Company provides only the Software itself, and you must prepare the server to install the Software at your own expense and responsibility.
The Software contains programs developed by third parties. When using the Software, the license conditions for these third-party programs (included within the Software) also apply.
All intellectual property rights related to the Software (including copyrights under Articles 21 to 28 of the Copyright Act) and associated images, videos, sounds, texts, programs, ideas, know-how, designs, algorithms, and data belong to the Company or third parties who have granted rights to the Company. Acceptance of this Agreement does not transfer these rights to you.
The Company may modify the Software without prior notice to add functionality, enhance performance, or fix issues. You may use the modified Software, but the Company is not obligated to make any such modifications.
Details regarding permissible servers for installation, duplication, transfer, provision to third parties, and other usage conditions of the Software shall be separately determined through discussions between you and the Company.
3. Fees
You must pay usage fees set by the Company via methods designated by the Company when using the Software. The Company will not refund paid fees unless otherwise stated in this Agreement.
The "Performance Observability" feature within the Software may be used free of charge according to this Agreement.
The "Performance Intelligence" feature within the Software can be used free of charge for a period determined by the Company (typically one month) from the commencement of using the Software. To use the Performance Intelligence feature beyond this period, you must pay the fees set by the Company via the methods designated.
You must pay all applicable taxes, customs duties, VAT, or similar charges levied by countries in accordance with local tax laws. The Company may invoice you for such taxes if it pays them on your behalf.
4. Prohibited Activities
Without the Company’s prior consent, you may not:
- Use the Software for purposes other than software development or R&D activities.
- Engage in acts violating public order or morality.
- Allow third parties, excluding your designated users if you are an organization, to use the Software.
- Backup or duplicate the Software or other provided materials (except as permitted under section 2.7).
- Use the Software to develop malware or illegal programs.
- Use the Software to engage in unlawful or criminal activities or infringe the rights of the Company or third parties.
- Modify the Software except within the scope allowed by included licenses.
- Trace, debug, reverse assemble, reverse engineer, decompile, or otherwise analyze the Software’s structure or source code (unless explicitly provided by the Company).
- Transfer, rent, lease, sublicense, or pledge rights granted under this Agreement to third parties.
- Publicly share copies of the Software or other provided materials on accessible networks.
- Interfere with the Company’s service operations.
- Illegally access the Company’s networks or systems.
- Exceed the permitted usage scope defined by this Agreement.
You agree to audits by the Company or third parties appointed by the Company to confirm compliance with this Agreement and provide necessary cooperation. Audit costs are borne by the Company unless a breach of this Agreement is found.
If the Company determines a violation of section 4.1 or other terms of this Agreement, it may restrict or suspend your use of the Software without prior notice and bears no liability for resulting damages.
5. User Environment
You must prepare and maintain your own computing environment (servers, terminals, communication lines, etc.) at your own cost. The Company bears no responsibility for issues arising in environments or equipment beyond its control.
6. Limited Warranty
The Company makes no guarantees regarding the Software’s suitability for your particular purpose, its functionality, value, accuracy, completeness, usefulness, continuous availability, or freedom from defects.
The Company is not liable for damages caused by natural disasters, accidents, third-party actions, or abnormal conditions of use, including your own misuse or negligence.
7. Limitation of Liability
The Company shall not be liable for any damages arising from the use or inability to use the Software, including loss of profits, loss or damage of data, monetary losses, or damages caused to third parties, except in cases of intentional misconduct or gross negligence by the Company.
Even in the event of intentional misconduct or gross negligence by the Company, the Company's liability shall be limited to the total amount of fees paid by you to the Company during the preceding six months. Furthermore, the Company shall not be liable for any incidental, indirect, special, future damages, or loss of profit.
The provisions of the preceding paragraphs do not apply if the contract between the Company and you under this Agreement constitutes a consumer contract as defined by the Consumer Contract Act (Act No. 61 of 2000). However, even in such cases, the Company shall not be liable for damages arising from special circumstances, including indirect damages, special damages, or lost profits, whether foreseeable or not, except in cases of intentional misconduct or gross negligence. Liability for damages shall be limited to the scope of direct and typical damages and subject to the limits stated in this section.
8. Support
The Company provides online technical support regarding the Software. However, the Company does not guarantee a response within a specific timeframe to all inquiries or requests from users.
The Company may provide additional paid support to users who require support beyond what is provided under this Agreement.
The Company may provide updates, bug fixes, or upgrades to the Software at its sole discretion. However, the Company’s obligation to provide such updates, bug fixes, or upgrades is limited to commercially reasonable efforts, and the Company does not guarantee that all functionality and performance of the Software prior to updates will be maintained.
9. Termination of the License Agreement
The Company may terminate the Software license agreement in the following cases:
- If you breach any provision of this Agreement.
- If you suspend payments, become insolvent, or if bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or any similar proceedings are initiated against you.
- If there is no response for over 30 days to inquiries or other communications from the Company.
- In case of other significant breaches of trust.
The Company may terminate the provision and license agreement of the Software by posting a notice on its website at least one month in advance if it determines continuation is difficult.
You may terminate this license agreement by completing procedures specified by the Company. However, if you owe any obligations to the Company upon termination, you must immediately pay all obligations to the Company.
Upon termination of the license agreement for any reason, you must delete the Software and cease further use.
10. Exclusion of Antisocial Forces
Both parties affirm and commit for the future that:
- Neither the party nor its officers, representatives, or intermediaries are affiliated with antisocial forces.
- Neither the party nor its officers will use antisocial forces.
- Neither the party nor its officers will cooperate or engage with antisocial forces through financial support or other means.
- Neither the party nor its officers maintain any socially condemnable relationships or close interactions with antisocial forces.
- Neither party nor any third party acting on its behalf will engage in violent acts, deception, intimidation, or any activities damaging the reputation, credibility, or operations of the other party.
In the event of a breach of the aforementioned affirmations, either party must immediately notify the other. If reasonable suspicion arises and no reasonable explanation is provided, the other party may terminate all contracts or agreements immediately without notice.
The breaching party must compensate all damages incurred by the other party if a contract is terminated due to breaches described above. Neither party may claim compensation for damages arising from such termination.
11. Notice to U.S. Government End Users
The licensed Software is a "Commercial Item" as defined by 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as described in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. The Software is licensed to U.S. Government end users only as Commercial Items and only with the rights granted to other end users under this Agreement.
12. Compliance with Export Controls
You must comply with applicable laws, orders, regulations, or other restrictions regarding export control of Japan and other applicable countries (collectively, "Export Controls"). The Company bears no responsibility for claims or damages arising from your use of the Software in violation of Export Controls.
13. Assignment of Contractual Status
You may not assign, transfer, pledge, or otherwise dispose of your contractual status or any rights and obligations under this Agreement to a third party without the prior written consent of the Company.
If the Company transfers its business involving the Software to another entity, it may transfer its contractual status under this Agreement, rights and obligations, your registered details, and other customer information to the transferee. You hereby agree in advance to such transfers, which include business transfers, company splits, and any other business reorganization or transfer.
14. Severability
If any provision or portion of this Agreement is deemed invalid or unenforceable by applicable laws, the remaining provisions and the remainder of the partially invalid or unenforceable provisions shall continue to have full effect.
15. Miscellaneous
The Japanese version of this Agreement shall prevail in case of discrepancies between the original and translated versions. This Agreement shall be governed by Japanese law, and the Tokyo District Court shall have exclusive jurisdiction for the first instance regarding any disputes arising from or related to this Agreement.
Established: August 2, 2024
Revised: December 26, 2024
Revised: April 28, 2025
This Agreement is a translation of the original Japanese version. In the event of any discrepancy between the English version and the Japanese original, the Japanese original shall prevail.