License Agreement on Preparation Software for Withholding Records, etc.

In order to prepare XML data concerning Withholding Records, etc. using preparation software for Withholding Records, etc. (hereinafter referred to as “Preparation Software”), it is required to agree to all of the Articles and clauses of this License Agreement as stated below. Users must read this License Agreement before their installation of Preparation Software. Persons who install Preparation Software will be deemed to have agreed to all of the following Articles and clauses of this License Agreement:

Article 1 Purpose
The purpose of this License Agreement is to provide for the necessary matters of a license granted by National Tax Agency (hereinafter referred to as “NTA”) to users of Preparation Software (hereinafter referred to as “Preparation Software User(s)”) to use Preparation Software.

Article 2 Definitions
The meanings of the terms as used in this License Agreement shall be as defined in the following terms:

  • (1)“Preparation Software” means the software and related manual to be provided by NTA to each person who prepares XML data concerning Withholding Records, etc. to do so in a proper manner;
  • (2)“Withholding Records, etc.” mean the applicable forms posted on the download Page of Preparation Software for Withholding Records, etc. in the website of the Electronic National Tax Return Filing and Payment System (http://www.e-tax.nta.go.jp; hereinafter referred to as “e-Tax website”); and
  • (3)“Applicable Devices” mean the devices under environment conditions posted on the download Page of Preparation Software for Withholding Records, etc. in e-Tax website.

Article 3 License
NTA grants Preparation Software Users a non-exclusive and royalty-free license to use Preparation Software with respect to the matters listed in the following items:

  • (1)Installing Preparation Software on Applicable Devices to use Preparation Software thereon; and
  • (2)Reproducing Preparation Software for personal use by a Preparation Software User as a natural person, or for internal use by a Preparation Software User as a judicial person.

Article 4 Copyrights
1.Copyrights in Preparation Software are held by NTA and protected under the relevant international convention and the Copyright Act.
2.Preparation Software includes pieces of software, rights in which are held by licensors that have granted NTA licenses (hereinafter referred to as “Suppliers”).
3.A license to use Preparation Software shall be granted to Preparation Software Users on a non-exclusive basis in accordance with this License Agreement, and no copyright in Preparation Software shall be assigned to them.

Article 5 Environment Condition
Preparation Software shall be operated on Applicable Devices.

Article 6 Prohibitions
1.Preparation Software Users shall not perform the acts listed in the following items:

  • (1)Using Preparation Software for any purpose other than the purpose of preparing XML data concerning Withholding Records, etc.;
  • (2)Providing any third party with Preparation Software, in whole or in part, by distribution, transmission or other means;
  • (3)Altering, decompiling or disassembling Preparation Software;
  • (4)Erasing or removing copyright or other property right notice included in Preparation Software; and
  • (5)Taking out and using part of programs that configure Preparation Software.

2.If a Preparation Software User performs, or it is found that he/she/it is likely to perform, an act that falls under any one of the items of the preceding paragraph, NTA shall be entitled to immediately suspend his/her/its use of Preparation Software without prior notice.

Article 7 Non-Warranty and Disclaimer
1.Preparation Software shall be provided to Preparation Software Users on an as is basis, and neither NTA nor any one of Suppliers warrants that there is no programming or other defect in Preparation Software, that Preparation Software fits a specific purpose and that Preparation Software itself or use thereof will not infringe any right of any Preparation Software User or other third party, or will have any other warranty obligation whatsoever with respect to the content of Preparation Software.
2.Neither NTA nor any one of Suppliers shall be obligated to carry out repairs, maintenance or any other work in any way on Preparation Software, or further, be liable in any way for any loss or damage suffered by any Preparation Software User through his/her/its use of Preparation Software, or which arises from a claim from a third party for any cause.

Article 8 Equipment, etc. of Preparation Software Users
Preparation Software Users shall prepare all of the necessary devices to use Preparation Software (including all of those concerning such software) at their own expense. The necessary procedures in doing so shall be gone through by Preparation Software Users on their own responsibility.

Article 9 Provision of Revised or Succeeding Version
1.NTA shall be entitled to voluntarily make available any revised or succeeding version of Preparation Software.
2.Preparation Software Users shall, when the revised or succeeding version of Preparation Software is made available, promptly cease to use the previous version thereof and use such revised or succeeding version.
3.When the revised or succeeding version of Preparation Software is made available, the terms and conditions provided for in this License Agreement shall apply as the terms and conditions of a license to use such revised or succeeding version.

Article 10 Term and Termination
1.A license to use Preparation Software granted to Preparation Software Users by NTA under this License Agreement shall become effective upon installation on Applicable Devices of Preparation Software by Preparation Software Users, and terminate upon completion of use and erasure or deletion from Applicable Devices of Preparation Software by Preparation Software Users.
2.NTA shall, if a Preparation Software User violates the terms and conditions provided for in this License Agreement, be entitled to immediately terminate his/her/its effective license to use Preparation Software.

Article 11 Modification of License Agreement
1.NTA shall, when finding it necessary, be entitled to modify any Article or clause of this License Agreement or add a new Article or clause hereto at any time without prior notice to Preparation Software Users.
2.NTA shall, when modifying any Article or clause of this License Agreement or adding a new Article or clause hereto, post the modified or added Article or clause on e-Tax website for publication without delay.
3.After the publication pursuant to the preceding paragraph, Preparation Software Users shall, when continuing to use Preparation Software, be deemed to have agreed to the modified or added Article or clause.

Article 12 Governing Law and Court with Jurisdiction by Agreement
1.The laws of Japan shall apply to this License Agreement.
2.All legal actions arising in relation to this License Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance as agreed by the parties.

Supplementary Provision
This License Agreement shall come into effect on January 4, 2007.

Revision
Revised on January 4, 2008

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