License Agreement for the use of NDI® Checker

IMPORTANT: Please read the following before applying for the use of the Software and before downloading, activating, installing or using the Software.

This “License Agreement for the Use of NDI® Checker” (hereinafter referred to as “this Agreement”) is an agreement between the Customer and Leader Electronics Corporation (hereinafter referred to as the “Company”) regarding the use of the Software. It shall be deemed that the Customer has agreed to all the terms of this Agreement by downloading, activating, installing or using (hereinafter referred to as “Use, etc.”) the Software. If you do not agree to the terms of this Agreement, you cannot make Use, etc. of the Software.

Article 1. Definitions
The definitions of the following terms used in this Agreement shall be as follows:
(1) The term “Software” refers to the software for measuring, monitoring, recording the logs of, and so on, NDI® signals (product name “NDI® Checker”).
(2) The term “Customer” refers to an individual that makes Use, etc. of the Software for him/herself, as well as any Corporation, etc. for which an individual makes Use, etc. of the Software on behalf of the Corporation, etc. or for the Corporation, etc.
(3) The term “Corporation, etc.” refers to a corporation, association, foundation, partnership, country, municipality, and any unified entity or group other than an individual.
(4) The term “Consumer” refers to an individual (excluding one who becomes a party to this Agreement as or for a business).
(5) The term “Licensed Version” refers to the Software when the Customer uses the Software by paying fees for the use of the Software to the Company or a dealer authorized by the Company (hereinafter referred to as “Dealer”).
(6) The term “Trial Version” refers to the Software (some functions of which may not be used) when the Customer uses the Software for trial purposes without paying fees for the use of the Software to the Company or a Dealer.
(7) The term “Customer Equipment” refers to any computer and peripheral equipment (including computer environment and peripheral equipment environment) (whether owned by the Customer itself or used by the Customer in a contract with a third party) necessary for the Customer to install and use the Software.

Article 2. License for Use
1. Under the terms of this Agreement, the Company grants the Customer the following non-exclusive, non-sub-licensable and non-transferable rights for the Customer to use the Software.
(a) When the Customer uses the Licensed Version: the right to install only one copy of the Licensed Version per product key provided to the Customer, on a computer (limited to one with a compatible operating system as described in the Software manuals, etc.; hereinafter the same in this Article) where the Customer uses the Software and use the Licensed Version on this computer for a period of one or three years from the start date set by the
Company, plus up to 30 additional days at the Company’s discretion (hereinafter referred to as the “Licensed Version Use Period”).
(b) When the Customer uses the Trial Version: the right to install only one copy of the Trial Version on a computer where the Customer uses the Software and use the Trial Version for trial purposes on this computer solely for a period of 14 days starting from the installation date (hereinafter referred to as the “Trial Version Use Period”). The Customer may install the Trial Version only once and use the Trial Version solely during the Trial Version Use Period, and shall not install the Trial Version twice or more and use the Trial Version beyond the Trial Version Use Period following the initial installation.
(c) The Customer may not take the Software outside the country in which the Customer purchased (hereinafter referred to as the “Territory”).
(d) The Customer may make Use, etc. of the Software only within the computer environment permitted by the Company.
2. When the period for use of the Software (referring to the Licensed Version Use Period for the Licensed Version and the Trial Version Use Period for the Trial Version) ends, the Customer shall immediately destroy or delete the Software, supporting tools for the Software (hereinafter referred to as the “Supporting Tools”), all documents such as manuals, etc. related to the Software (hereinafter referred to as the “Documents”) (including any copies of these) and any portion thereof in an appropriate manner.

Article 3. Copyright, etc.
1. Any copyright, patent right, trademark right (excluding the right to the trademark “NDI®”), trade secret right, and any other intellectual property right regarding the Software, the Supporting Tools and the Documents shall belong exclusively to the Company.
2. Without prior written consent from the Company, the Customer shall not lend, transfer, provide or establish collateral on the Software, the Supporting Tools, the Documents or the product key to a third party. In addition, without prior written consent from the Company, the Customer shall not use the Software, the Supporting Tools, the Documents, or the product key as the Customer’s service to a third party (whether for a fee or not).
3. The Customer shall not change, reverse engineer, reverse compile, or reverse assemble (hereinafter referred to as “Change, etc.”) the Software or the Supporting Tools. When any problem occurs with the Software or the Supporting Tools due to any cause attributable to the Customer such as Change, etc., the Company shall not be responsible for any such damage at all.
4. Without prior written consent from the Company, the Customer shall not disclose to a third party the results of any performance test or bench mark test conducted by an experimental method lacking objectivity or reliability regarding the Software.

Article 4. Limitation of Liability, etc.
1. The Company licenses the use of the Software, the Supporting Tools and the Documents on an “as-is” basis to the Customer and does not warrant they are free from any defects. The Company shall not be liable to the
Customer at all for any damage the Customer may suffer from defects in the Software, the Supporting Tools or the Documents, excluding cases where there is intent or gross negligence by the Company (provided, the portion “gross negligence” is changed to “negligence” when the Customer is a Consumer). The Company shall not be responsible to the Customer at all for any damage the Customer may suffer due to the loss (including the case of theft), disappearance, damage, misuse, and so on (including the loss (including the case of theft), disappearance, damage, misuse, and so on of the computer onto which the Customer has installed the Software) of the Software, the Supporting Tools or the Documents which the Customer has made Use, etc. of, excluding cases where there is intent or gross negligence by the Company (provided, the portion “gross negligence” is changed to “negligence” when the Customer is a Consumer).
2. If the “Customer Information, etc.” as stipulated in Article 5, paragraph 1 or its updated information is not submitted to the Company or is incomplete, the Company shall not be responsible at all for any inconvenience or damage the Customer may suffer due to the non-delivery of the Company’s notice to the Customer (whether by electronic method, postal mail, or any other method of contact), and the Customer shall be responsible for this.
3. When the Company reasonably judges that the Customer obtains or uses the Software, the Supporting Tools, the Documents or the product key by improper means or for improper purposes, the Company may take measures to suspend such use. In this case, the Company shall not be responsible at all for any damage the Customer may suffer due to the suspension of such use, and any fees for the use of the Software the Customer has paid to the Company or a Dealer shall not be refundable to the Customer.
4. The Company does not warrant that the Customer can achieve its expected results from the Customer’s selection of the Software, the Customer’s use of the Software, the Supporting Tools and the Documents, and the results from such use. The Company shall not be responsible to the Customer at all for any damage the Customer may suffer when the Customer cannot achieve its expected results from the Customer’s selection of the Software, the Customer’s use of the Software, the Supporting Tools and the Documents, and the results from such use, excluding the case where there is intent or gross negligence by the Company (provided, the portion “gross negligence” is changed to “negligence” when the Customer is a Consumer), and the Customer shall be responsible for this .
5. When the Customer or a third party suffers any damage due to the use of the Software, the Supporting Tools or the Documents, even in the event that the Company is liable to the Customer or third party for damages based on this Agreement, tort, or any other legal basis, the total amount of damages the Company owes to the Customer or third party shall be limited to the amount of the fees for the use of the Software the Customer has paid to the Company or a Dealer.
6. When the Customer or a third party suffers any damage due to the use of the Software, the Supporting Tools or the Documents, even in the event that the Company is liable to the Customer or third party for damages based on this Agreement, tort, or any other legal basis, the total amount of damages the Company owes to the Customer or third party shall be limited to the amount of direct damages with a reasonable causal relationship with the legal cause, and the Company shall not be responsible at all for incidental damages suffered by the Customer or third party, lost profits, damages arising under special circumstances whether expected or not, damages the Customer suffers from a third party’s claim for damages to the Customer, or damages the third party suffers from another third party’s claim for damages against the third party.
7. During the period for use of the Software, the Customer shall (a) establish, set and maintain suitable Customer Equipment for the use of the Software at the Customer’s own cost and responsibility and (b) keep the Software, the Supporting Tools and the Documents on the Customer Equipment at the Customer’s own cost and responsibility. The Company shall not be responsible to the Customer at all for the disappearance of or damage to (a) the Customer Equipment, (b) the Software, the Supporting Tools or the Documents, or (c) the measurement data obtained by the use of the Software or any other record, excluding the case where it is due to the Software, the Supporting Tools or the Documents.
8. When the Customer needs to obtain or perform permission, grant, report, or any other procedure (hereinafter referred to as the “Permission, etc.”) under Japanese laws and regulations (including the Foreign Exchange and Foreign Trade Act) or the laws and regulations of any other country (including the Territory) for the Customer’s Use, etc. or any other action involving the Software, the Supporting Tools or the Documents, the Customer shall obtain or perform such Permission, etc. at the Customer’s own cost and responsibility. The Company shall not be responsible to the Customer at all for the Customer’s obtaining or performing such Permission, etc. or not obtaining or performing such Permission, etc., and the Customer shall not cause any burden or damage to the Company for such.

Article 5. Customer Information, etc.
1. When the Customer applies for the use of the Software, it shall submit the Customer’s name (when the Customer is a Corporation, etc. the name of the Corporation, etc. and the name of the person in charge), address, e-mail address, telephone number, and any other matters the Company or a Dealer designates (hereinafter collectively referred to as the “Customer Information, etc.”) to the Company or the Dealer according to the procedures prescribed by the Company or the Dealer. When there is any change to the Customer Information, etc. during the period for the use of the Software, the Customer shall promptly submit the changed information to the Company or the Dealer according to the procedures prescribed by the Company or the Dealer. In addition, the Customer may be required to submit to the Company or the Dealer documents proving the facts of the Customer Information, etc.
2. With regard to the Customer’s use of the Software, the Company or the Dealer may examine the Customer Information, etc. for confirmation. Therefore, it may take time for the Customer to start using the Software, or the Company or the Dealer may decline the Customer’s application for the use of the Software.
3. In the event of any of the following items, the Company or the Dealer may decline the Customer’s application for the use of the Software and is not required to disclose the reason thereof to the Customer.
(1) In the event the Customer Information, etc. is submitted with incorrect information.
(2) In the event the Customer has in the past failed to fulfill its contractual obligations with respect to products, services and so on the Company provides, or the Company judges that it is likely to fail in the future.
(3) In the event the Customer is a gang, a gangster, a person who has not been a gangster for the past five years, a quasi-gangster, a gang-affiliated company, a corporate extortionist, a person who pretends to be a person professing a social movement, a special intelligent violent group, or any other similar person (hereinafter referred to as “Anti-Social Forces, etc.”), or the Company judges that the Customer is engaged in or associated with Anti-Social Forces, etc. by cooperation with or involvement in the maintenance, operation or management of Anti-Social Forces, etc.
through the provision of funds or other means.
(4) In the event the Company judges that the provision of the Software to the Customer is difficult for reasonable reasons.
(5) In the event the Company judges that the provision of the Software to the Customer is likely to significantly interfere with the operation of the Company’s business.

Article 6. Personal Information
The Company shall properly handle and maintain the personal information the Customer submits to the Company regarding this Agreement or the use of the Software in accordance with the Act on the Protection of Personal Information and the Personal Information Protection Policy (https://leaderphabrix.com/privacy-policy/) prescribed by the Company.

Article 7. Termination of Agreement, etc.
1. In the event the Customer violates any provision of this Agreement or falls under any one of the items in Article 5, paragraph 3, the Company may immediately terminate this Agreement without any advance notice to the Customer.
2. In the event this Agreement is terminated under paragraph 1 of this Article, the Company shall not be responsible for any damage the Customer suffers from the termination of this Agreement, and any fees for the use of the Software the Customer has paid to the Company or a Dealer shall not be refundable to the Customer.
3. In the event this Agreement is terminated under paragraph 1 of this Article, the Customer shall immediately destroy or delete the Software, the Supporting Tools, the Documents (including any copies of these) and any portion of these in an appropriate manner, and immediately submit the documents proving such destruction or deletion to the Company.

Article 8. Other
1. This Agreement shall be governed by and construed in accordance with the laws of Japan, except for the choice of law provisions.
2. Even if a part of a provision of this Agreement becomes invalid under the laws and regulations, such provision shall still remain effective to the extent it is valid under the laws and regulations.
3. Even in the case where this Agreement ends due to termination or any other cause or the period of the use of the Software ends, Article 2, paragraph 2, Article 3, Article 4, Article 6, Article 7, paragraphs 2 and 3, and this Article 8 shall remain effective.
4. In the event that there is any discrepancy between an agreement regarding the Software between the Customer and a Dealer and this Agreement, this Agreement shall prevail and govern between the Company and the Customer.
5. This Agreement with the terms as of the time when the Customer applies for the use of the Software to the Company or a Dealer shall apply to such Software. When the Company changes the terms of this Agreement, the revised Agreement shall apply to such Software for which the Customer applies for the use of to the Company or the Dealer after the time of such change.
6. With regard to this Agreement, the time and date (year, month, date, time) and a period shall be determined based on Japan standard time (JST).
7. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute arising between the Company and the Customer regarding this Agreement.

Leader Electronics Corporation
[May, 19], 2025 (Version 1.1.0)