License.txt

THIS IS A LICENSE AGREEMENT BETWEEN YOU AND COMMUNICATION BUSINESS AVENUE, INC.
BY INDICATING YOUR ACCEPTANCE AS SET FORTH BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

This License Agreement accompanies a CBA Live Assist Mobile Software Development Kit for the software and related APIs, documentation, data, code, sample applications and other material (the “SDK”) and includes any upgrades, modified versions, updates, additions, and copies of the SDK licensed to You by Communication Business Avenue, Inc.  This copy of the SDK is licensed to you as the end user or to your employer or another entity for which you are working, and, if applicable, you represent and warrant that you have the authority to bind your employer or such other entity to this Agreement. You agree that this License Agreement is enforceable like any written negotiated agreement signed by you and that your access to or use of the SDK constitutes acceptance of the terms of this Agreement.  If you do not agree to the terms of this Agreement, do not access or use the SDK software. For purposes of this Agreement, “Communication Business Avenue, Inc.,” “we,” “our” or “us” refers to Communication Business Avenue, Inc., and “you” or “your” means you and your employer or such other third party company that you represent.

This Agreement does not govern use of CBA Live Assist. See the Terms of Service for Communication Business Avenue, Inc. CBA Live Assist for governing terms.

1. Your Account and Profile.

You may be required to provide contact information (such as identification or contact details) to Communication Business Avenue, Inc. when initially accessing the SDK and/or for continued use of the SDK. You represent and warrant that any information you provide to us is accurate and complete, and that you will keep this information current and notify us if it needs to be updated.  You agree that you will not mask or misrepresent your identity or sell, transfer, sublicense or provide your account credentials to another party. We reserve the right to immediately terminate or suspend your access to the SDK if you violate these restrictions.

2. License and License Restrictions

Subject to the restrictions contained in this Section 2, Communication Business Avenue, Inc. grants to you a nonexclusive, nontransferable, royalty-free license to use the items in the SDK only for the purpose of internal development of application programs designed to function with CBA Live Assist.  Under this Agreement, you may use and merge all or portions of the software code associated with the SDK sample applications with your application programs (including building, testing and supporting such use, modification or merger) and distribute it only as part of your products in object code form.  Any merged portion of the software code associated with sample applications is subject to this Agreement. You may make copies of the SDK for purposes permitted hereunder. Your employees or consultants shall be subject to the obligations and restrictions in this Agreement.

Subject to the permissions granted in Section 2(a) above, you may not include any portion of the SDK in your products. You may not sell, sublicense, rent, loan or lease any portion of the SDK to any third party. You may not reverse engineer, decompile or disassemble any portion of the SDK. In addition, you may not (i) use the SDK to store or transmit any malicious code, malware or viruses, (ii) exceed, circumvent or attempt to circumvent or exceed any volume or other limitations set forth in the SDK, (iii) interfere with or disrupt or disable the features, functionality, integrity or performance of the SDK or the servers or networks providing the SDK, or (iv) use the SDK or any Communication Business Avenue, Inc. Confidential Information to replicate or compete with Communication Business Avenue, Inc ’s products and services. To the extent that local law grants you the right to decompile software in order to obtain information necessary to render the software interoperable with other software, you shall first submit a request to Communication Business Avenue, Inc. in writing, to provide you with the necessary information, and Communication Business Avenue, Inc shall have the right to impose reasonable conditions such as a reasonable fee for doing so.

Proprietary Rights.  Except as provided in Section 2(a), Communication Business Avenue, Inc. and its licensors retain all right, title and interest in and to the SDK and all of their other intellectual property including, without limitation, applications, products, software, code, systems, methodologies, technology, know-how and data generated by Communication Business Avenue’s or its licensor’s systems, and all derivative works, enhancements and modifications of the foregoing.  Nothing in this Agreement gives you a right to use any of Communication Business Avenue’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK. If you provide us with any ideas, suggestions, comments or other feedback, we may freely use, reproduce, license, distribute and otherwise exploit this information without any further obligation to you.

 The SDK may allow you to submit or pass-through content to us or our licensors.  Before you submit content to us or our licensors via our SDK, you will ensure that you have obtained all necessary rights (including the necessary rights from your end users) to grant us a perpetual, irrevocable, worldwide, sublicensable, royalty-free and non-exclusive license to use, host, store, modify, communicate and publish all content you submit, post or display to or from the SDK in order to, among other things, provide, secure and improve the SDK (and the related services) only in accordance with our privacy policies.

Acceptable Use.  When using the SDK, you will comply with all applicable laws, regulations and third-party rights and/or obligations (including, without limitation, laws regarding the import or export of data or software, privacy and local laws).

Open-Source Software.

Some of the software included in the SDK may be made available to you under an open-source license that constitutes a separate written agreement between you and the open-source software provider.  A list of such open-source licenses, if any, shall be made available for inspection. To the extent the open-source license varies or supersedes this Agreement, the open-source license constitutes your agreement with us and the open source provider for the applicable open source software. You are responsible for ensuring that you comply with all terms under an open-source license in connection with your use of the SDK, including, without limitation, any requirements Communication Business Avenue, Inc. publishes in the related documentation.

Notwithstanding anything to the contrary in this Agreement, you are not licensed to (and you agree that you will not) integrate or use the SDK with any Viral Open-Source Software (as defined below) or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the SDK in source code form, for the purpose of making derivative works, or at no charge. For the purposes of this Section 6, “Viral Open-Source Software” shall mean software licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making derivative works, or at no charge. Any violation of the foregoing provision shall immediately terminate all of your licenses and other rights to the SDK granted under this Agreement.

 You will use industry standard security measures to protect customer information collected by or passed through the SDK from unauthorized access or use and will promptly report to us and to your end users any unauthorized access or use of such information.  You will promptly report any security deficiencies in, or intrusions into, your systems, websites and applications, including any unauthorized access to or use of your account or your content, in writing to us. You will work with us to correct any security deficiency and will immediately disconnect any intrusions or intruders.

Updates and Support.  Communication Business Avenue, Inc. may elect to provide SDK support, updates or modifications from time to time, and may terminate such support, updates or modifications at any time without notice to you.  If Communication Business Avenue, Inc. provides support for the SDK, Communication Business Avenue, Inc.  will provide support for the then-current version and support one version back for up to three (3) months following release of the then-current version, unless Communication Business Avenue, Inc. decides (in its discretion) to provide additional support.  You will promptly implement and use the most current version of the SDK and/or any updates, patches or fixes at your sole cost and expense. Communication Business Avenue, Inc.  may change, suspend or discontinue any aspect of the SDK at any time, including the availability of the SDK, and will provide you with notice (which may include posting notice on our website or contacting you by email). Your continued access or use of the SDK following an update, change or modification constitutes your binding acceptance of such changes.

 In connection with this Agreement, your profile credentials (including passwords, keys and/or client IDs) are intended to be used by you and identify you only.  You agree to keep your credentials confidential and to prevent others from using them. You will not embed your credentials into any open-source projects. Our communications to you and the SDK may contain confidential information of Communication Business Avenue, Inc. and/or its licensors, including, but not limited to, any materials, communications, code, product features, know-how, trade secrets and any information marked as confidential or that would normally be considered confidential under the circumstances (“Confidential Information”).  You agree to protect all Confidential Information and use it only as necessary to access and use the SDK as provided herein and will not disclose Confidential Information to any other party without our prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice and an opportunity to object, and you reasonably cooperate with us to limit the disclosure and/or obtain confidential treatment, unless prohibited by law. Confidential Information does not include information that you independently develop, that was rightfully given to you by a third party without confidentiality obligation, or that becomes publicly available through no fault of your own. At our request, all Confidential Information that is in your possession shall be returned to us or destroyed.

 This Agreement is effective until terminated. Communication Business Avenue, Inc. has the right to terminate this Agreement immediately, without judicial intervention, if (a) you fail to comply with any term herein, (b) any licensor that owns any part of SDK (such as APIs) has terminated its relationship with Communication Business Avenue, Inc. or ceased to offer such parts of the SDK, or (c) Communication Business Avenue, Inc. decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the CBA Live Assist service.  You may terminate this Agreement by discontinuing your use of the SDK. Upon any such termination you must remove all full and partial copies of the items in the SDK from your computers and systems and discontinue the use of the items in the SDK.

 TO THE EXTENT PERMITTED BY LAW, THE SDK AND ANY UNDERLYING SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THEIR USE, RESULTS OF USE OR BENEFITS INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NONINFRINGEMENT OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  COMMUNICATION BUSINESS AVENUE, INC. DOES NOT REPRESENT OR WARRANT THAT THE SDK AND SAMPLE APPLICATIONS THEREIN ARE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. WE ARE NOT RESPONSIBLE FOR ANY CODE, APPLICATIONS OR TECHNOLOGY PROVIDED BY YOU OR ANY THIRD PARTY THAT INTEROPERATES WITH OR INTEGRATES WITH THE SDK.

Unless prohibited by applicable law, you will defend, hold harmless, and indemnify Communication Business Avenue, Inc., its licensors, and their respective affiliates, employees, directors, officers and agents from and against all liabilities, damages, costs, fees (including reasonable attorney’s fees) and expenses relating to or arising out of you or your end users’ (a) use or misuse of the SDK, (b) violation of this Agreement, or (c) content or data submitted to or used with the SDK. In such a case, we will (i) provide you with written notice of such claim, suit or action, and (ii) at our option, elect to control the defense of the claim and with legal counsel of our choosing, or give you control of the defense and settlement of the claim (provided that you may not settle any claim that includes an admission of fault on the part of Communication Business Avenue, Inc. or its licensors, or that obligates us or our licensors to take any affirmative actions or make any financial payments without our or their prior written consent), in each case at your sole cost and expense.

Limitation of Liability. In no event shall WE or our licensors be liable for (a) any consequential, indirect or special loss or any other damages (including loss of data, revenues, profits, contracts, reputation or anticipated savings), and (b) any acts, omissions or products of third parties.  To the extent permitted by law, we shall not be liable for any cause or claim whatsoever arising out of or related to this agreement in excess of US $10,000, whether or not advised of the possibility of such loss or damage. In the event that applicable law does not allow the limitations of liability set forth above, such limitation will be deemed modified to the extent necessary to comply with applicable law.  The foregoing limitations and exclusions will apply regardless of the form of action.

This Agreement and any additional terms incorporated by reference contain the entire agreement between you and us, and supersede any and all previous agreements, relating to the SDK, provided that this Agreement and such additional terms incorporated by reference shall not supersede any separate written agreement relating to services which Communication Business Avenue, Inc. may provide to you, such as the Terms of Service for Communication Business Avenue, Inc. CBA Live Assist. We may modify this Agreement or any portion to reflect changes to the law or changes to the SDK and your continued use of the SDK constitutes your acceptance of the modified Agreement. If you do not agree to the modified Agreement, you should immediately discontinue your use of the SDK.   No failure of a party to exercise or enforce any rights hereunder shall waive such rights. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign this Agreement or your rights hereunder to any other party without Communication Business Avenue’s prior written consent. We may assign this Agreement without your consent in the event of a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets. Nothing in this Agreement shall create or confer any rights or other benefits on any third parties. If any provision of this Agreement is held to be invalid or unenforceable, then that section will be removed from this Agreement and will not affect the validity or enforceability of any remaining sections.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Japan, exclusive of conflicts of laws provisions. Each party hereby consents to be subject to the personal jurisdiction of any court located in Japan the “Applicable Courts”) in any action or proceeding relating to, arising out of or in connection with this Agreement, and further agrees that any such action or proceeding shall be litigated in the Applicable Courts. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. Each party expressly waives its right to a trial by jury. Sections 3, 4, 9 and 11-14 shall survive termination of this Agreement. All notices to Communication Business Avenue, Inc. must be sent in writing by courier or Japan mail to the following address: Communication Business Avenue, Inc., #508-YRP-1, 3-4 Hikarinoka, Yokosuka-shi, Kanagawa-ken, Japan, 239-0847, Attn: Financial Controller. All notices to you may be delivered in writing by (a) nationally recognized overnight delivery service or Japan mail to the contact mailing address provided to us, or (b) email.