RPG MAKER VX ACE End User License Agreement – March 15th, 2012

IMPORTANT, READ CAREFULLY.

THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU, THE END-USER (THE “LICENSEE”) AND ENTERBRAIN,INC.(“ENTERBRAIN” OR “LICENSOR”)  BY INSTALLING OR USING “RPG MAKER VX ACE” (THE “SOFTWARE”), YOU, THE LICENSEE, ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, PROMPTLY DELETE THE SOFTWARE FROM YOUR COMPUTER.

A. Ownership.  ENTERBRAIN retains all title, copyright and other proprietary rights in, and ownership of, the Software. Licensee does not acquire any rights, other than those expressly granted in this Agreement. 

B. License
ENTERBRAIN grants to Licensee a non-exclusive, non-assignable license to use the Software on only one (1) computer by installing the Software, and Licensee cannot use the Software concurrently by and on multiple computers. 

C. Restriction
Licensee shall not reverse engineer, de-compile, or disassemble the Software.  
Further, Licensee shall not sell, assign, lease, sublicense, encumber, or otherwise transfer the Software without the written consent of ENTERBRAIN.  
	
D. User registration
Licensee shall promptly sign up and register required information as a user of the Software. Licensor will provide support, via on-line basis and only the scope designated by Licensor, to the Licensee who completed the registration process in accordance with Licensor’s direction. Such support shall be provided on “as-is” basis without any warranty in any manner.

E. Distribution rights 
Licensee may, at its sole discretion and its own risk, distribute the game (“Game”) originally created by Licensee by utilizing the Software with the following conditions;
(i)	Only Licensee who properly completed the user registration may distribute its own Game;
(ii)	The Game that may be distributed by Licensee shall be legally created and shall not infringe third party’s rights, including, but not limited to, privacy, copyright, trademark, and/or any other intellectual property rights. Licensee shall, at its own expense, indemnify, defend and hold ENTERBRAIN harmless against any claim/suit/proceeding brought against ENTERBRAIN arising out of or in connection with the Game on the issue of infringement of any patent, copyright and/or any other intellectual properties of any third party; and
(iii)	Licensee shall be fully responsible for the Game, its contents, including, but not limited to, character, story, scenario, plot, map, music, sound, design, name, the Game’s distribution method, and/or any other items created or added by Licensee. 

F. Termination  
This Agreement and the license granted hereunder automatically terminates if Licensee breaches any provision of this Agreement. Immediately upon termination of this Agreement, Licensee shall cease using the Software, shall delete the Software and Game from its computers and shall either return to ENTERBRAIN or destroy the Software.  If Licensee elects to destroy the Software, then Licensee shall certify in writing to ENTERBRAIN the destruction of the Software.  

G. Limited Warranties and Disclaimers.
ENTERBRAIN does not warrant that the Software will meet Licensee’s requirements, that the Software will operate in combinations other than as specified in the Documentation, that the operation of the Software will be uninterrupted or error-free or that Software errors will be corrected.  
ENTERBRAIN HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN ANY MANNER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

H. Liability Limitation
IN NO EVENT SHALL ENTERBRAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ENTERBRAIN’S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT OR TORT) WILL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID TO ENTERBRAIN WITH RESPECT TO THIS AGREEMENT.  

I. Entire Agreement.  
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.  

J. Governing Law and Jurisdiction  
This Agreement will be interpreted and enforced in accordance with the laws of Japan without regard to choice of law principles. Any and all dispute arising out of or in connection with this Agreement shall solely be resolved by and at Tokyo District court, Tokyo, Japan.