1. License Rights

1.1. Ownership

The Licensor does not grant any title or ownership in 3D Data. All rights in the 3D Data not expressly granted in this License Agreement are reserved by the Licensor for itself and its licensors.

1.2. Rights Granted

For 3D Data, Licensor grants to you a non-exclusive, perpetual, worldwide right and license to use the 3D Data (the “Grant of License”) subject to the terms of this License Agreement and conditions described in Annex 1. You may request authorization for a use not covered hereby (“New Use”) in writing to the Licensor. The Licensor is authorized to approve a New Use if the Licensor finds in its sole judgment that the New Use is substantially similar to another use permitted in this License Agreement and authorizes the New Use in writing.

1.3. Unlawful Use

Notwithstanding anything to the contrary herein, you may NOT use the 3D Data for any defamatory, harassing, racist or other unlawful purposes, or to infringe any other’s rights and assets.

3. Representations and Warranties

You represent and warrant to the Licensor that you have full right, power, legal capacity, and authority to enter into and perform this License Agreement, have obtained any third-party consent needed to do so, and, prior to signing of this License Agreement, had an opportunity to seek independent legal counsel.

4. Limitation of Liability

4.1. The 3D Data is provided on an “as is”, “as available”, and “with all faults” basis. The Licensor makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of the 3D Data, and does not guarantee accuracy or completeness of specifications associated with the 3D Data, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

4.2. You assume all risks for any damages to your computer system and network by obtaining the 3D Data, including without limitation any damages resulting from computer viruses. To the fullest extent permitted by law, the Licensor shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with the 3D Data, even if the Licensor has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence). Notwithstanding anything to the contrary herein, the Licensor indemnification obligation set forth below shall be limited to the aggregate amount of consideration for all the 3D Data you purchased under the License Agreement.

5. Indemnification

6. Miscellaneous

6.1. Entire Agreement

This License Agreement constitutes the entire agreement between you and the Licensor relating to your purchase. The Licensor does not otherwise offer any other changes, additions, variations, or additional signed forms related to this License Agreement. No modification to this License Agreement will be binding, unless in writing and signed by an authorized representative of the Licensor.

6.2. Material Breach and Injunction

You agree that any material breach of this License Agreement by you or anyone whom you shared 3D Data with will result in irreparable harm to the Licensor for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, the Licensor will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if the Licensor seeks such an injunction.

6.3. Import/Export Regulations

3D Data may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall with 3D Data: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide 3D Data to prohibited countries and entities identified in the U.S. export regulations.

6.4. Governing Law

This License Agreement is governed by the laws of the State of [California], excluding conflict of law principles. Any action or proceeding arising out of or related to this License Agreement must be brought in a state or federal court located in the State of [California], and both parties irrevocably submit to the exclusive jurisdiction of such courts.

6.5. Notice

Any notice required under this License Agreement shall be sent via email to takayoshi_shudou@fukuoka-db.com.

6.6. Assignment

The Licensor may not assign its rights under this License Agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of the Licensor’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this License Agreement without the prior written consent of the Licensor.

6.7. Language

Language. English is the official language of this License Agreement and in any conflict between the English language version and any other version, the English language version shall prevail.

6.8. Taxes

If the Licensor is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such tax. Where the Licensor or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence. You acknowledge and agree that your country of residence is the same as your billing address, as is provided by you to the Licensor in connection with your account.