1. SOFTWARE LICENSE

1.1 The Software contains a computer program, computer software, including its code, objects including any images, photographs, templates, animations, video, audio, music, extensions, text and software incorporated into the Software, and electronic documentation and METAMOJI hereby grants you a non-exclusive, non-transferable limited license (without the right to sublicense) to use the Software in accordance with the terms and conditions of this Agreement. The Software is licensed, and not sold, to you. The copyright and all other rights to the Software shall remain with METAMOJI and/or METAMOJI’s licensors or METAMOJI’s partners, including but not limited to the software extensions identified by proprietary labels.

1.2 Subject to the terms and conditions of this Agreement, METAMOJI grants to you a nonexclusive, nontransferable and limited license for thirty (30) days from the registration stated in Section 3 to use the Software for the sole purpose of evaluating the Software, but commercial use and third party distribution is expressly prohibited. You further acknowledge the Software have limited functionality, contain bugs, errors, and other problems that could cause computer software, hardware, and system failures or loss of data.

1.3 YOU may install and use the Software on your computers only up to twenty (20) licenses of the Software.

1.4 YOU MAY NOT

• (a) use the Software or make copies of it except as permitted in this Agreement;
• (b) translate, reverse engineer, decompile, or disassemble the Software;
• (c) modify, adapt, alter, translate, or create derivative works of the Software or merge the Software with other software;
• (d) rent, lease, assign or transfer the Software;
• (e) distribute, license, sublicense the Software to any third party;
• (f) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of METAMOJI and/or METAMOJI’s licensors or METAMOJI’s partners on the Software;
• (g) allow third parties to access or use the Software as part of a commercial or non-commercial service or otherwise for the use or benefit of third parties; or
• (h) modify, defeat or circumvent any of the functions or protections of the Software, and notify or distribute information regarding to such modification, defeat or circumvention.

2. SERVICES

2.1 The Service consists of products, computer programs, widgets, services and web sites hosted or made available by METAMOJI, which you may use for organizing, searching, storing, and synchronizing any number of typed, handwritten or imaged notes, and other data on network platforms, now known or hereafter developed. METAMOJI provides the Services designed and developed for the Software. You may use the Services subject to the terms and conditions of this Agreement.

2.2 Subject to the terms and conditions of this Agreement, you may use the Services only up to twenty (20) users for thirty (30) days from the registration stated in Section 3.

2.3 You may use the Services for the sole purpose of evaluating the Services, but commercial use and third party distribution is expressly prohibited. You further acknowledge the Services have limited functionality, contain bugs, errors, and other problems that could cause computer software, hardware, and system failures or loss of data.

2.4 All right, title, and interest in and to the Service are and will remain the exclusive property of METAMOJI and/or METAMOJI’s licensors or METAMOJI’s partners. You agree to use the Service only for purposes that are legal, proper and in accordance with the Agreement, and all applicable laws and regulations in the relevant legal jurisdictions.

2.5 In order to access and/or use the Service, you may be required to provide current, accurate, identification, contact and other information as part of the registration process, and you will be responsible for maintaining the accuracy and completeness of such information. You may also be provided with an account, username, password and/or an email address to access or use the Service (“Account Information”). You are responsible for maintaining the confidentiality of your Account Information. You agree to immediately notify METAMOJI of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure.

2.6 You understand and acknowledge that there will be occasions when the Service will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications lines and equipment that are beyond METAMOJI’s control.

2.7 METAMOJI reserves the right at any time and at METAMOJI’s sole discretion to modify or discontinue, temporarily or permanently, the Service or any part thereof (including Software), with or without notice. You agree that METAMOJI will not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service.

2.8 YOU MAY NOT

• (a) resale the Service to a third party;
• (b) illegally use Account Information of another customer of the Services;
• (c) share Account Information across multiple users;
• (d) cause damage to METAMOJI, the Software and the Service;
• (e) violate or infringe on any copyright and other intellectual property rights;
• (f) encourage or contribute to criminal behavior;
• (g) violate or infringe on someone's privacy or publicity; or
• (h) violate or breach any applicable laws and regulations.

3. REGISTRATON

You shall register your information required by METAMOJI to the website designated by METAMOJI before using the Software and the Services.

4. HIGH RISK ACTIVITIES

The Software and the Service are not fault-tolerant and are not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software and the Service could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). METAMOJI and/or METAMOJI’s licensors or METAMOJI’s partners specifically disclaim any express or implied warranty of fitness for such High Risk Activities.

5. APPLICATION STORE

METAMOJI may provide the Software and materials through an application store service operated and provided by a third party. You may acknowledge and agree that if you may purchase, download and/or use the Software and materials, you may also agree and accept the terms and conditions associated with such service. BY downloading and/or using the Software and materials, you are also accepting such terms and conditions.

6. THIRD PARTY SOFTWARE

The Software contains a computer program, computer software, including its code, objects including any images, photographs, templates, animations, video, audio, music, extensions, text and software incorporated into the Software, and electronic documentation developed, distributed and/or licensed by third parties. The terms and conditions associated with such software are expressly stated in the Software, and you must use such software under such terms and conditions. Such terms and conditions are made a part of and incorporated by reference into this License. By accepting this License, you are also accepting such terms and conditions.

7. DATA COLLECTION

7.1 The Software and the Service will read, collect, transfer to METAMOJI certain information about the configuration of the Software and the Service, and your usage of the Software and the Service including the data on which functionalities you have enabled and statistical data, and METAMOJI will storage of such information. You hereby grant your express consent to METAMOJI for METAMOJI to do so without any further notice in accordance with this section. However, METAMOJI does not warranty that it will eliminate all risk of misuse of your information. The information to be read, collected and transferred to METAMOJI will not contain any personal information about a specific individual.

7.2 METAMOJI may retain and use such information subject to the following purposes:

• (a) to administer your usage of the Software and the Service including the data of your usage of the functionalities of the Software and the Service;
• (b) to provide the information about the update version Software, or introduce you to products or services offered by METAMOJI;
• (c) to provide you with the update version of the Software, any supplemental software or materials; and
• (d) to develop and enhance future products and services offered by METAMOJI or third parties.

7.3 Your information will be processed, stored and transferred for the purposes set out in this Agreement to countries outside your country of residence. It will be processed by those operating outside your country of residence. Data protection and privacy laws in those countries may not offer the same level of protection as in your country of residence and you may have fewer legal rights in relation to your information.

8. PRIVACY POLICY

8.1 METAMOJI’s Privacy Policy is published at http://product.metamoji.com/en/privacy. By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use of your Account Information in accordance with such Privacy Policy.

8.2 Any information that you provide using the Service is subject to METAMOJI Privacy Policy, which governs METAMOJI’s collection and use of your information. You understand that through your use of the Service you consent to the collection and use of this information, including the transfer of this information to any country for storage, processing, and use by MetaMoJi.

9. INDEMNITY

You agree to indemnify and hold METAMOJI, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Software and the Services, any violation of the Agreement or any other actions connected with your use of the Software and the Services. In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

10. DISCLAIMER OF WARRANTY

THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. METAMOJI, ITS LICENSORS AND PARTNERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICES, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, METAMOJI, ITS LICENSORS AND PARTNERS MAKE NO WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE OR THE SERVICES WILL BE CORRECTED, NOR WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND THE SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND THE SERVICES MAY HAVE LIMITED FUNCTIONALITY, CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE COMPUTER SOFTWARE, HARDWARE, AND SYSTEM FAILURES OR LOSS OF DATA. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND THE SERVICES IS AT YOUR SOLE RISK.

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL METAMOJI, ITS LICENSORS AND PARTNERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF METAMOJI AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL METAMOJI, ITS LICENSORS AND PARTNERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID TO METAMOJI, ITS LICENSORS AND PARTNERS BY YOU FOR THE SOFTWARE OR THE SERVICE TO WHICH THE LIABILITY IS RELATED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. EXPORT REGULATIONS

You acknowledge and agree that you shall not export, or re-export directly or indirectly, the Software and the Service, to any country or person in violation of the laws and regulations of any applicable jurisdiction.

13. TERM AND TERMINATION

13.1 The term of this Agreement shall be thirty (30) days commencing on the date of your registration under Section 3.

13.2 You may terminate this Agreement for any reason, or for no reason, by destroying all copies of Software and terminating to use the Services.

13.3 METAMOJI may terminate this Agreement if you breach any term of Agreement. METAMOJI will effect such termination by giving you notice of termination, specifying therein the alleged breach.

13.4 Upon the termination of this Agreement for any reason the following terms shall apply: (a) all rights granted under this Agreement will immediately terminate and you must stop all use of the Software and the Services, (b) you must destroy all copies of the Software, and will, within ten (10) days after the effective date of termination.

14. ASSIGNMENT

14.1 You may not assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets or consolidation).

14.2 METAMOJI may assign some or all of METAMOJI's rights and obligations under this Agreement without notice to you and this Agreement shall be binding on such assignees, heirs, and/or successors. Any attempted assignment in violation of this Section will be void.

15. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by and construed in accordance with the laws of Japan, except for its conflict of laws principles. In such case, you and METAMOJI also agree that the Tokyo Direct Court shall have the exclusive jurisdiction for the first instance over any lawsuit and any other disputes involving you and METAMOJI in connection with this Agreement.

16. GOVERNMENT RIGHTS

If you are an agency or instrumentality of the United States Government, the Software is "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software are governed by the terms of this License.

17. GENERAL

17.1 The headings in this Agreement are solely for convenience of reference and shall not be used for purposes of interpreting or construing the provisions hereof.

17.2 If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

17.3 METAMOJI reserves the right to revise the Agreement for changes of the terms and conditions of the Software or the Services from time to time without your consent, whether or not we provide you any other notice of such changes. MetaMoJi will indicate each update in a reasonable manner judged by MetaMoJi. Your continued use of the Software and the Services after any update will be deemed to represent your consent to be bound by, and agreement with, the revised Agreement.

17.4 No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.

ADDITIONAL TERMS AND CONDITIONS FOR "MetaMoJi Note for Business"
(20 Licenses)

1. You may install and use MetaMoJi Note for Business on your computers only up to twenty (20) licenses.

2. You shall identify persons as users of MetaMoJi Note for Business. If a user identified in your organization installs and uses MetaMoJi Note for Business on multiple computers, provide that such user shall not permit anyone to use MetaMoJi Note for Business and the computers in which MetaMoJi Note for Business is installed.

3. If multiple users in your organization use a computer in which MetaMoJi Note for Business is installed, you shall obtain the number of licenses of MetaMoJi Note for Business equal to the number of computers you install and use MetaMoJi Note for Business. You shall not make MetaMoJi Note for Business available for use by multiple users over a network.

4. You understand and acknowledge that you are responsible for maintaining your own backup of your data created by MetaMoJi Note for Business.

ADDITIONAL TERMS AND CONDITIONS FOR "MetaMoJi Share for Business"
(20 Licenses)

1. You may install and use MetaMoJi Share for Business on your computers only up to twenty (20) licenses.

2. You shall identify persons as users of MetaMoJi Share for Business. If a user identified in your organization installs and uses MetaMoJi Share for Business on multiple computers, provide that such user shall not permit anyone to use MetaMoJi Share for Business and the computers in which MetaMoJi Share for Business is installed.

3. If multiple users in your organization use a computer in which MetaMoJi Share for Business is installed, you shall obtain the number of licenses of MetaMoJi Share for Business equal to the number of computers you install and use MetaMoJi Share for Business. You shall not make MetaMoJi Share for Business available for use by multiple users over a network.

4. You understand and acknowledge that you are responsible for maintaining your own backup of your data created by MetaMoJi Share for Business.

5. MetaMoJi Share for Business enables users to share user’s data (the “Feature”) with the users designated by you. You are solely responsible for your use of the Feature and any data, text, information, documents, graphics, and other content that you submit and share by using the Feature (the "Content"). You agree to comply with all applicable laws (including but not limited to copyright laws and laws regarding online conduct and acceptable content), rules and regulations.

6. You represent and warrant that: (i) you own the Content shared by you using the Feature, (ii) the sharing and use of the Content using the Feature does not violate privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the sharing of the Content using the Feature does not result in a breach of contract between you and any third party.

7. You understand and acknowledge that the Contents shared by you using the Feature will be made shared with the persons designated by you or public and any person other than the intended recipient of such Contents may see, use or modify such Contents and that MetaMoJi will not be liable to you for any user’s use, modification or deletion of all or a part of the Content posted by you regardless of the cause.

8. YOU MAY NOT

• (a) violate any applicable laws in your jurisdiction when using the Feature or the Content;
• (b) abuse, harass, threaten, impersonate or intimidate anybody;
• (c) use the Feature or the Content for any illegal or unauthorized purpose;
• (d) access METAMOJI private API by any means other than through METAMOJI application;
• (e) crawl, scrape, or otherwise cache any Content;
• (f) create or submit unwanted emails or comments to anybody;
• (g) transmit any worms or viruses or any code of a destructive nature to anybody;

9. You understand and agree that METAMOJI cannot be responsible for Content posted using the Feature and you nonetheless may be exposed to offensive materials and the like, and that you use the Feature at your own risk.

10. You understand and acknowledge that METAMOJI will not be liable to you for any modification, suspension, or discontinuation of the Feature or the loss of any Content regardless of the cause and that the Feature is not a backup service. MetaMoJi reserves the right to delete any Content for any reason, without prior notice. Deleted Content may be stored by MetaMoJi in order to comply with applicable laws but such Content may not be retrieved without a valid court or administrative order. You understand and acknowledge that you are responsible for maintaining your own backup of your device and your Content, and that you fail to do so at your own risk.

ADDITIONAL TERMS AND CONDITIONS FOR "Management tool software"

1. METAMOJI provides "Management tool software" for your use of the Software and the Services. You shall assign a person or persons ("Administrator" or "Administrators") who shall be the only person authorized to use Management tool software. The Administrator may use Management tool software for the purposes set forth in the documentation for Administrator.

2. You may register your accounts up to twenty (20) users.

3. You understand and acknowledge that you are responsible for your user registration and data management created by the Software and the Service.

ADDITIONAL TERMS AND CONDITIONS FOR "MetaMoJi Cloud"
(20 Licenses)

1. "MetaMoJi Cloud" consists of "Storage Service", "Shared Drive", "MetaMoJi Cloud Auto Sync".

2. "Storage Service" is a data storage service created by the Software. You understand and acknowledge that you are responsible for maintaining your own backup of your device and your data, and that you fail to do so at your own risk.

3. "Shared Drive" is a service to share your data created by the Software with the users designated by you. You understand and acknowledge that your data shared by you will be made shared with the users designated by you, and any user identified by you other than the intended recipient of such data may see, use or modify such data and that METAMOJI will not be liable to you for any user’s use, modification or deletion of all or a part of the data stored and shared by you regardless of the cause. You understand and acknowledge that you are responsible for maintaining your own backup of your device and your data, and that you fail to do so at your own risk.

4. " MetaMoJi Cloud Auto Sync" is a service to synchronize your data in the mobile devices specified by you and in the storage area assigned by METAMOJI for your use of the Software and the Service. You understand and acknowledge that the data is synchronized automatically depend on your settings and the data is deleted automatically depend on your settings. You use this MetaMoJi Cloud Auto Sync at your own risk. MetaMoJi will not be liable to your loss of your data.

5. You acknowledge and agree that all information, data, text, images, software, messages, tags and other materials, in whatever form and technical structure, whether publicly posted or privately transmitted or stored by using MetaMoJi Cloud ("Storage Data"), are the sole responsibility of the person(s) originating such Storage Data and introducing such Storage Data into the Service. METAMOJI reserves the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any Storage Data available with the Service, without obligation to any person.

6. You, and not METAMOJI, are responsible for maintaining and protecting all of your Storage Data. METAMOJI will not be liable for any loss or corruption of your Storage Data, or for any costs or expenses associated with backing up or restoring any of your Storage Data.

7. YOU MAY NOT

• (a) use MetaMoJi Cloud for illegal purposes or for promotion of dangerous activities;
• (b) impersonate any person or entity, including, but not limited to, an METAMOJI staff member, or falsely state or otherwise misrepresent your affiliation with METAMOJI or any other person or entity;
• (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Storage Data transmitted through MetaMoJi Cloud;
• (d) upload or transmit any data as Storage Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
• (e) upload or transmit any data as Storage Data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• (f) upload or transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;
• (g) upload or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• (h) interfere with or disrupt MetaMoJi Cloud, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to MetaMoJi Cloud;
• (i) violate any applicable local, state, national or international law, and any regulations having the force of law;
• (j) “stalk” or otherwise harass another person or company, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;
• (k) collect or store personal data about other users for commercial purposes;
• (l) promote or provide instructional information about illegal activities, promote physical harm or injury against any government, legal entity, group or individual, or promote any act of cruelty to animals, including, but not limited to, providing instructions on how to assemble explosive device or other weapons or incendiary devices;
• (m) allow usage by others in such a way as to violate the Agreement and these additional terms and conditions;
• (n) solicit passwords or personal identifying information for unintended, commercial or unlawful purposes from other users;
• (o) take any action that would be in violation of METAMOJI’s guidelines and requirements; and
• (p) upload or display content that:
• (i) contains nudity, sexually graphic material, or material that is otherwise deemed explicit by METAMOJI; or
• (ii) contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, ethnically or otherwise objectionable.

8. METAMOJI provides MetaMoJi Cloud in a professional manner and try to maintain the Service properly, but METAMOJI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE SECURITY OR ACCURACY OF YOUR CONTENTS.

9. In principle, METAMOJI does not disclose or provide your Storage Data to third parties other than the subsidiaries, except in the following circumstances:

• (a) When express consent to do so is received from the person concerned;
• (b) When METAMOJI consigns such activities as sending newsletters or so to other entities, in which case your Storage Data is covered by the terms of a non-disclosure agreement;
• (c) When a judicial order or the like obliges METAMOJI to disclose your Storage Data;
• (d) When the business of METAMOJI is succeeded by another entity by way of a merger, corporate separation, transfer of business or otherwise;
• (e) When permitted by the applicable laws.

10. METAMOJI reserves the right to stop your use of MetaMoJi Cloud immediately and delete your Storage Data from the storage area after the termination of your MetaMoJi Cloud.

ADDITIONAL TERMS AND CONDITIONS FOR "Mazec Option"
(20 Licenses)

"Mazec Option" is additional software for the users of MetaMoJi Note for Business and MetaMoJi Share for Business. You may install and use Mazec Option only up to twenty (20) licenses only on your computers MetaMoJi Note for Business or MetaMoJi Share for Business is installed. You may not install and use Mazec Option on your computers, if MetaMoJi Note for Business or MetaMoJi Share for Business is not installed on your computers.