BY DOWNLOADING THE SOASTA CLOUDTEST LITE SOFTWARE, LICENSEE HEREBY ACKNOWLEDGES THAT LICENSEE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF SERVICE AND SOFTWARE LICENSE AGREEMENT. THE TERM “LICENSEE” REFERS TO THE INDIVIDUAL OR CORPORATE END USER THAT IS SPECIFIED IN THE REGISTRATION INFORMATION ASSOCIATED WITH SUCH END USER FOR THE SOFTWARE. 1. SOASTA, Inc., hereinafter “Licensor” of 444 Castro Street, Suite 600, Mountain View, CA 94041, subject to these Terms and Conditions contained herein, licenses CloudTest Lite, hereinafter “Software” to Licensee. 1.1. The Software (including all of its software and technology components), together with all intellectual property rights therein, are the exclusive property of Licensor and its suppliers. The look and feel of the Software is copyright © 2006-2011 SOASTA, Inc. All rights reserved. Licensee may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Software without express written permission from Licensor. Other trademarks, Software marks, and trade names that may appear on the Software are the property of their respective owners. 1.2. License Grant. During and limited to the Term (as defined in Section 1.3 hereof), SOASTA, Inc. (“SOASTA”) hereby grants to “Licensee” a nonexclusive, non-transferable, non sublicenseable, limited right to use the SOASTA, Inc. performance and functional testing software known as CloudTest Lite, in object code for internal business purposes only as further defined in Section 1.3 and Section 2.4 hereof. 1.3. Term. Software is licensed perpetually to Licensee. 1.4. Restrictions on Use. Licensee may not: a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any commercial use of, outsource, use on a timeshare or service bureau, or use as an application service provider or managed service provider offering, or otherwise generate income from the Software; b) combine Software with other Licensees in order to test at higher volumes; c) copy the Software onto any public or distributed network, except for an internal and secure cloud computing environment; d) cause or permit the decompiling, disassembly, or reverse engineering of any portion of the Software, or attempt to discover or permit the discovery of any source code or other operational mechanisms of the Software; e) modify, adapt, translate or create derivative works, nor allow any of those actions to occur, based on all or any part of the Software; f) use any portion of the Software as a general SQL server nor g) modify any proprietary rights notices which appear in the Software or components thereof. 1.5. Unauthorized use. Licensee shall notify Licensor immediately of any unauthorized use of the Software or any other known or suspected breach of security or misuse of the Software. Licensee is responsible for use of the Software by any and all employees, contractors, or other users that it allows to access the Software (each, a “User”), and shall ensure that all Users are subject to confidentiality and use provisions at least as restrictive as those contained herein, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with each User’s use of the Software. 2. General Conditions 2.1. Licensee’s use of the Software is at Licensee’s sole risk, and Licensor makes no representations that the Software will accurately diagnose or correct every performance problem in Licensee’s application. 2.2. All Technical Support shall be provided via the SOASTA CloudLink Community: 2.3. Licensee must not modify, adapt or hack the Software or modify another website so as to falsely imply that it is associated with the Software, SOASTA, or any other SOASTA Software. 2.4. Licensee agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Software, use of the Software, or access to the Software without the express written permission by Licensor. 2.5. Licensee understands that the technical processing and transmission of the Software may be transferred unencrypted over a network, and assume all risks related thereto. Licensor shall not be liable to Licensee for any liabilities arising from the operation of the Software over the Internet or other network. 2.6. Licensee agrees not to publish, or to make available publicly, any tests, benchmarks, or product comparisons, mentioning SOASTA without the prior written consent of Licensor. 2.7. Licensee shall comply in full with SOASTA’s Acceptable Use Policy (“AUP”) as follows: 2.7.1. Acceptable Use Policy. Customer shall comply with the then current SOASTA’s Acceptable Use Policy. The current version of the Acceptable Use Policy (“AUP”) is: Update to AUP. SOASTA reserves the right to modify this AUP at any time, by notifying Customer either via e-mail or posting a revised copy of the AUP on our website ( Customer agrees to review this AUP on a regular basis and remain in compliance at all times. Compliance. This AUP is intended to protect the Service, Customers of SOASTA and the Internet community as a whole from improper, inappropriate, abusive, or illegal activity. When using the Service, Customer are required to comply with this AUP and are expected to adhere to commonly accepted practices of the Internet community. The prohibited uses described below are intended as guidelines regarding improper and inappropriate conduct, and should not be interpreted as an exhaustive list. Generally, conduct that violates law, regulation, or the accepted norms of the Internet community, whether or not expressly mentioned in this AUP is prohibited. SOASTA reserves the right at all times to prohibit activities that damage its commercial interests, reputation and goodwill. SOASTA makes no guarantee regarding, and assumes no liability for, the security and integrity of any data or information Customer store or transmit via the Service or the Internet, including any data or information stored or transmitted by any computer designated as “secure”. Customer is responsible for immediately reporting to SOASTA any issue that could compromise the security or integrity of any system taking part in the Service. Prohibited Uses. No Illegal Use. The Service may be used only for lawful purposes. The transmission, distribution, retrieval or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, data or other material which: (a.) Infringes, violate or misappropriates any copyright, trademark, trade secret or other intellectual property right; (b.) Material that is obscene, defamatory, pornographic or indecent; (c.) Constitutes an illegal threat made against any person or organization; or (d.) Violates export control laws or regulations. SOASTA will be the sole arbiter as to what constitutes a violation of this provision, provided that any determination of a violation of this provision shall be made reasonably in good faith based on applicable law, regulation and the accepted norms of the Internet community. No Fraud and Forgery. Customer shall not use the Service in any manner that purposely alters or forges your identity. Customer may not engage, without limitation, in the following activities: (a.) Sending any message or transmitting any electronic communication using a name or address other than your own for purposes of deception; (b.) Impersonating someone else by altering your source IP address or by using forged headers or other identity information; or (c.) Fraudulently concealing, forging or otherwise falsifying your identity in connection with any use of the Service. System and Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. Examples include, but are not limited to the following: (a.) Unauthorized access, use, probe, or scan of a systems security or authentication measures, data or traffic; (b.) Using the Service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of SOASTA’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data; (c.) Interference with Service to any customer, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks, forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting; (d.) Using the Service to collect, or attempt to collect personal information about third parties without their consent; or (e.) Using the Service to release or distribute any “virus” or other software or instructions intended to destroy or corrupt or otherwise interfere with others’ access to and/or use of the Services, the Internet, their computer systems and/or data. No Tortious Conduct. Customer shall not use the Service to post tortious, unlawful or defamatory information about a person without their consent, including any information that is harassing or would intentionally inflict emotional distress. No Spamming. Customer shall not use the Service to send unsolicited messages, including, without limitation, commercial advertising and informational announcements or sending mass e-mailings, if such emailings provoke complaints from the recipients and Customer shall not use another site’s mail server to relay mail without the express permission of the site. Other Activities. Customer shall not use the Service to effect or participate in any of the following activities: (a.) To post to any Usenet or other newsgroup, forum, e-mail mailing list or other similar group or list articles, which are off-topic according to the charter or other owner-published FAQ or description of the group or list; (b.) To engage in any of the foregoing activities prohibited under this AUP using the service of another provider, but channeling such activities through a SOASTA provided server, or using a SOASTA provided Service as a mail drop for responses; or (c.) To falsify user information provided to SOASTA or to other users of the Service. 2.7.2. Consequences of Violation. In addition to any other rights or remedies under applicable law: Suspension and Termination. If SOASTA reasonably determines that the Customer’s activities violate this AUP or pose a clear, present and material risk of harm to SOASTA’s business or operations or to SOASTA’s other customers, SOASTA may immediately, without prior notice to Customer, take all actions to suspend or otherwise restrict Customer’s use of the Service to the extent necessary to prevent further possible unauthorized activity. Within one hour of taking any action to suspend or restrict a Customer’s use of the affected Service, SOASTA shall use commercially reasonable efforts to provide written notice to Customer by facsimile or email stating the actions taken and all facts supporting any allegation of violations of this AUP. Following completion of the investigation, and delivery to SOASTA of a written report setting forth the details and conclusion of such investigation, depending on the severity of the violation, SOASTA may, in its sole discretion, in addition to any other remedies available to under law or its agreement with a Customer, restrict, suspend, or terminate the Service. SOASTA will have no liability to Customer for any such suspension or termination, and SOASTA shall have no obligation to refund or issue any credits (including any service credits) for any outages incurred through Service disablement resulting from an AUP violation. Reporting. If SOASTA becomes aware that such violation is a criminal offense, SOASTA reserves the right to notify the appropriate law enforcement department of such violation. All SOASTA contacts with any third party, including, without limitation, law enforcement, shall be in accordance with applicable law and regulation, including, but not limited to, law and regulation governing the privacy of information as applicable to SOASTA’s provision of its Service to its Customers. 2.7.3. Reporting Network Abuse. Any party seeking to report any violations of SOASTA’ policies may contact SOASTA at 650.210.4954 or send If available, please provide the following information: – The IP address, username or other identifying information used to commit the alleged infraction; – The date and time of the alleged violation, including the time zone or offset from GMT; and – Evidence of the alleged violation. 3. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SOASTA EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SOASTA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S SPECIFIC REQUIREMENTS, THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE COMPLETE, ACCURATE, OR RELIABLE, THAT THE QUALITY OF ANY PRODUCTS, SOFTWARES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SOFTWARE WILL MEET LICENSEE’S EXPECTATIONS, OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. 4. Limitation of Liability 4.1. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT SOASTA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOASTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING ANY SUCH DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SOFTWARES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SOFTWARES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSEE’S TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOFTWARE; OR ANY OTHER MATTER RELATING TO THE SOFTWARE. 5. Indemnification 5.1. Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third Party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from End Users use of the Software, Licensee’s violation of these Terms and Conditions or the infringement or violation by Licensee or any End User, of any intellectual property or other right of any person or entity. 5.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOASTA’S SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES ARISING FROM OR RELATING TO THE SOFTWARE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION). 6. Miscellaneous This Agreement shall be governed by the laws of the State of California without giving effect to any conflicts of laws principles that may require the application of the law of a different jurisdiction. For any dispute or proceeding arising from or relating to this Agreement, Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in San Francisco County, California, and in the federal courts located in the Northern District of California. The failure of Licensor to exercise or enforce any right or provision of the Terms of Software shall not constitute a waiver of such right or provision. The Terms of this Software License Agreement constitutes the entire agreement between Licensee and Licensor and govern Licensee’s use of the Software, superseding any prior agreements between Licensee and Licensor (including, but not limited to, any prior versions of the Terms of Software License). The Software contains open source components that require disclosure. For details visit the CloudTest Lite “About” page. The following terms apply to using NTTR Remote TestKit NTT Resonant Developers AppKitBox Service Agreement This English version is provided as a translation of the Japanese version, To the extent such translated version of this agreement conflicts with the Japanese version, the Japanese version controls. PLEASE READ THESE NTT RESONANT DEVELOPERS APPKITBOX SERVICE AGREEMENT TERMS AND CONDITIONS AND PRIVACY POLICY(“AGREEMENT”) CAREFULLY. “Developers AppKitBox Service” (“Service”) is a service provided by NTT Resonant Inc. (“NTT Resonant”) that allows app developers to test and verify how their applications will work on different types of smartphones, in different device environments and with different operating systems(“Verification Platform”). Customers who wish to use this Service, must agree to the Terms and Conditions set forth in this Agreement and register to use the Service in accordance with this Agreement. The Service is provided to you, your employees, and any entity on whose behalf you accept this Agreement (collectively, “you”).The Privacy Policy is found in Article 6 of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, INCLUDING THE PRIVACY POLICY, DO NOT USE THIS SITE, THE SOFTWARE OR THE SERVICES IN ANY MANNER. If you are using the Site, Software and/or Services on behalf of your employer, you represent and warrant that you are authorized to accept this Agreement on your employer’s behalf. Article 1: Definition of Terms When used in this Agreement, the following terms shall have the meaning provided below. (1) “Agreement” Agreement established between NTT Resonant and the Subscriber as set forth in this document and any schedules or policies (including the “price list” referred to in paragraph 2 of Article 5) incorporated by reference. In the event of a conflict between this Agreement and the guidelines, rules or policies incorporated herein, this Agreement controls, with the sole exception that the terms of any Privacy Policy incorporated herein by reference shall control. (2) “Subscriber” An individual who, or legal entity that, applies for the Service and is accepted by NTT Resonant as a Subscriber in accordance with Article 4. (3) “This equipment” The telecommunications facilities and other facilities that will be used by NTT Resonant to provide the Service. (4) “Software” The software provided by NTT Resonant to its Subscribers using this Service. (5) “Site” The web site provided by NTT Resonant at URL:, through which NTT Resonant provides the Service. (6) “Subscriber’s Application“ The software app that a Subscriber tests and verifies using this Service to determine whether the app will work on different types of smartphones, in different environments and with different operating systems. (7) “Plan” A plan purchased by a Subscriber to entitle of using this Service for a specific period of time. The Plans include “Ticket” which is an electronic certificate entitling the purchaser to specified consumption units to be used during a specified time and for a specified duration. Article 2: Changes to the Terms NTT Resonant reserves the right to modify this Agreement, the Privacy Policy, and the business policies and practices associated with the use of this Site at any time at its sole discretion by informing the Subscriber using means such as notifying the Subscriber via notification at the registered email address (Article 4-2), posting on the Site or any other means NTT resonant deems appropriate. NTT Resonant may wish to update or change the terms, conditions, and notices for the Site or the Services from time to time to reflect changes in the Site or the Services, changes in the laws affecting the Site or the Services, or for other reasons. You understand that NTT Resonant reserves the right to make these changes and that you are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the Site or the Services after any such change constitutes consent to such change. Unless explicitly stated otherwise, any new features that change or improve the Site or the Services shall be subject to this Agreement, as modified from time to time. A printed version of this Agreement and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The change will take effect the same day the notice of change is sent to the registered email of the Subscriber or posted on the Site or through any other means NTT Resonant deems appropriate. The Subscriber will be bound by the changes. No modification to the Agreement will be binding, unless in writing (whether in electronic form or physical form) by NTT Resonant or an authorized NTT Resonant representative. Article 3: Application Form 1. Customers who wish to use the Service (“Subscriber Applicants”) must agree to the Terms and Conditions and Privacy Policy, and provide the information requested by NTT Resonant on the Subscriber registration form. You must provide true, current, complete and accurate information as prompted by the applicable form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You grant NTT Resonant the right to independently verify any information that you provide, although NTT Resonant does not routinely undertake any verification and does not have the obligation to do so. During the application process, you must choose a user name and password. You are responsible for maintaining the confidentiality of any password(s) you create to access any part of the Site or Services. You are fully responsible for all activities that occur under your password(s) or account, and agree to notify NTT Resonant immediately of any unauthorized use of your account or any other breach of security. NTT Resonant will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NTT Resonant or any other party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. If you provide any information that is false, inaccurate, out of date or incomplete, or NTT Resonant has reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, NTT Resonant reserves the right to suspend or terminate your Service and refuse any and all current or future use of the Services or any portion thereof. 2. Subscriber Applicants under the age of 20 may only use this service with the consent of a parent or legal guardian. By agreeing to the Terms and Conditions and Privacy Policy, the Subscriber Applicant is confirming that he or she is at least 20 years of age at the time of installing the Software or that he or she is under the age of 20 and that his or her parent or legal guardian also consents to the Terms and Conditions and Privacy Policy. By using Website, you agree to abide by all of the terms and conditions of this Agreement. Article 4: Acceptance/Rejection of Applications 1. NTT Resonant reserves the right to accept or reject any applications to use the Service, in its sole discretion. Service may be denied, in NTT Resonant’s sole discretion, for any one or more of the following reasons: (1) If the Service is cancelled, discontinued or suspended based on Article 11, paragraph 1 or if the Service terminated pursuant to Article 8. (2) If the Subscriber Applicant is found to be negligent in his or her dealings with NTT Resonant. (3) If the Subscriber Applicant provides false or misleading information to NTT Resonant. (4) If NTT Resonant has determined that a Subscriber Application is inappropriate for any reason. 2. If NTT Resonant accepts the Subscriber Application, NTT Resonant will send the Subscriber Applicant a notice with the email authorization code that is required to use this Service, to the email address provided on the application. Upon the activation of the Service by entering the authorization code, registration is complete and the Subscriber Applicant is deemed a Subscriber. 3. NTT Resonant does not assume responsibility for any failures in the delivery of any notices. 4. In its sole discretion, NTT Resonant may grant Subscribers rights to use the Service for a specific period of time without charge, as specified on the Site (“No Charge Time”). 5. The Service may not be transferred or assigned, and a Subscriber is not permitted to allow others to use the Service under his or her account or name, unless NTT Resonant provides prior consent in writing. Article 5: Plan If a Subscriber wishes to use the Service, a Subscriber may purchase the Plan by completing a Paid Service Registration Form and agreeing to the Terms of Use to obtain a certification to use the Paid Service. 2. The price, units of consumption, Verification Platform, duration and time period of Plans(including Tickets) are specified on the Price List posted by NTT Resonant on the Site. 3. Tickets are consumed per Verification Platform and per consumption unit. Regardless of the reason, even if the use of an Verification Platform does not use up the entire unit defined for the consumption unit, that consumption unit will be considered to be fully consumed. 4. A Plan may expire if the consumption units are used, or if the duration or time period expires. When a Plan expires, NTT Resonant is not responsible for anything related to the expired Plan, such as refunding the remaining portion, extending the validity period, etc. 5. Payment options to purchase Plans will be posted on the Site. NTT Resonant reserves the right to change the payment options from time to time, in its sole discretion. Depending on the payment method chosen, the payment service may require the Subscriber to apply for an ID and agree to its “terms of use”. Terms agreed between the payment provider and the Subscriber will be in effect for the payment, and NTT Resonant will not be responsible for any such terms. All fees are exclusive of any state, local, and other taxes and charges directly applicable to the Services. You will be responsible for any taxes arising under NTT Resonant’s performance of Services under this Agreement (other than income taxes payable by NTT Resonant). Article 6: NTT Resonant collects personally identifiable information provided to it from Subscribers, Subscriber Applicants and others that agree to this Agreement. NTT Resonant collects email addresses and names from Subscriber Applicants and from those who register to use the Service, and collects information about your use of the Service. For Subscribers who purchase Tickets, NTT Resonant collects the Subscriber’s name (first and last), billing plan, company name, street address, phone number and fax number. NTT Resonant handles such information according to the privacy policy of NTT Resonant at The privacy policy may be revised from time to time, and you are encouraged to review it to understand what information is collected and how it is handled. NTT Resonant may use information obtained from Subscribers, Subscriber Applicants and others that use its Site and/or its Service as follows: 1). To manage authentication, establish and verify Subscribers and Subscriber Applicants, and for credit authorization of the Subscriber Applicants and Subscribers. 2). To provide the Services on this Site, including to provide system maintenance conducted by NTT Resonant or a third party or affiliate engaged by NTT Resonant to provide system maintenance, and to provide support to users. 3). To notify the Subscriber of news and guidance related to the Service provided by NTT Resonant on this Site. 4). To survey Subscribers regarding the development of applications or software and to provide Subscribers with information about NTT Resonant products and services 5). To open, maintain, administer and service Subscriber’s Plans, accounts and subscriptions. 6). To maintain the security and integrity of the Service, Software and Site. 2. NTT Resonant’s office in charge of business risk management will be responsible for the management of information that Subscribers provide to NTT Resonant. Article 7: Detection of Malicious Code The Subscriber consents to NTT Resonant’s evaluation and monitoring of any Subscriber’s Application used for the Service, and program code used on that Subscriber’s Application, to identify any possible threats to the Service or Site. If NTT Resonant identifies any malicious or other potentially harmful code, NTT Resonant reserves the right in its sole discretion to terminate the Service for that Subscriber. 2. NTT Resonant has no obligation to evaluate any Subscriber’s Application, or to report on the results of any evaluation that it makes. NTT Resonant has no responsibility with respect to any Verification Platform. Article 8. Termination of Service NTT Resonant may terminate the Service, in whole or in part, for any one or more of the reasons identified below, in its sole discretion and with or without notice. NTT Resonant shall not be liable for any claims, damages or attorneys fees arising from termination of the Service. 1). Late payment of a Plan. 2). If the Subscriber fails to provide current contact information (and to update it as necessary), or if Subscriber or the Verification Platform designated for use of the Service cannot be located or contacted using reasonable means. 3). If the Subscriber is a business and any of the following occurs: 1: If the Subscriber is in provisional seizure, foreclosure, auction, bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or commencement of special liquidation has been made. 2: If the Subscriber received a suspension of trading or clearing house and other conditions of suspension of payment, when subjected to non-payment of taxes and public dues disposal. 3: If the Subscriber’s board member, auditor, president or any others that are in the position to manage the company are arrested or charged with illegal actions. 4: If the Subscriber or the employees of the Subscriber are affiliated with gangs, gangsters, gangster related companies, extortion, social movements advocating unrest, unrest advocating political activities such as special intelligence groups, or any activities of an anti-social nature. 4). If the intent for subscribing to the Service is suspected to be to compete with NTT Resonant, to survey or analyze how the Service works, or to gain access to NTT Resonant. 5). If the Subscriber interferes with or interrupts the operation of the Service. 6). If NTT Resonant has determined that the Subscriber has provided false or incorrect information in the registration information. 7). If NTT Resonant determines that the Subscriber will somehow be malicious in conducting its business. 8). If there is a violation of laws, regulations or common respected practices regarding use of the internet and internet services. 9). If the Service is used for any purpose other than for verifying the app on the computer designated for use of the Service or the Verification Platform. 10). If there is a violation of this Agreement. 11). If there is a suspension of the Service pursuant to Article 11, and the issues are not resolved to NTT Resonant’s satisfaction, in its sole discretion. 12). If there is a violation of “Prohibited Activities” given on the installation screen of the Software. 13). Any other reason that NTT Resonant deems appropriate, in its sole discretion. Article 9: Obligations 1. The Subscriber will have sole responsibility for the Verification Platform, communication lines, internet connection and anything else that the Subscriber requires in order to use the Service. 2. You agree to indemnify, defend and hold harmless NTT Resonant and its affiliates, subsidiaries, parent companies, officers, managers, agents, employees, licensors and employees from any claim or demand, including, without limitation, court costs and reasonable attorneys’ fees, made by any third party relating to or arising out of: (i) your use of the Site, the Software or the Services; (ii) your connection to the Site; (iii) your violation of this Agreement; or (iv) your violation of any rights of another. 3. You agree that you will not use the Site or the Services to: (i) pretend to be NTT Resonant or someone else, or spoof NTT Resonant’s or someone else’s identity; (ii) collect or store personal data about other users unless specifically authorized by such users; (iii) harvest or collect email addresses or other contact information of other users from the Service; (iv) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; (v) register on behalf of an individual or entity other than yourself, except to the extent that you are authorized by an entity to register on such entity’s behalf. NTT Resonant reserves the right at all times to disclose any information as NTT Resonant deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NTT Resonant’s sole discretion. 4. You have sole responsibility for adequate protection and backup of data and/or equipment you use in connection with the Site or Service. Article 10: Disclaimers 1. YOUR USE OF THE SITE, SOFTWARE AND SERVICES IS AT YOUR SOLE RISK UNLESS EXPLICITLY STATED OTHERWISE. THE SITE, INCLUDING THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NTT RESONANT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NTT RESONANT MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE, SOFTWARE OR SERVICES. 2.NTT RESONANT MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE SITE, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS; (b) NOT ADVERSELY AFFECT USERS’/SUBSCRIBERS’ DEVICES, SOFTWARES IN SUCH DEVICES, OR DATA IN SUCH DEVICES; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SOFTWARE OR ANY SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY SOFTWARE, PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (e) ANY ERRORS IN THE SITE, SOFTWARE OR SERVICES WILL BE CORRECTED. 3. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE SITE, THE SOFTWARE OR THE SERVICES. THE SITE AND SOFTWARE MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. NTT RESONANT ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS. 4. NTT RESONANT DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE SITE BY ANY PARTY NOT AFFILIATED WITH IT; (b) ANY CONTENT PROVIDED ON LINKED SITES; OR (c) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE. 5. NTT RESONANT MAY MAKE CHANGES TO THE SITE, SERVICES, INFORMATION, SOFTWARE, CONTENT, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE SITE AT ANY TIME AND WITHOUT NOTICE.. 6. OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL NTT RESONANT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S OR SUBSCRIBER’S RELIANCE ON INFORMATION, SOFTWARE, PRODUCT OR SERVICE OBTAINED THROUGH THE SITE OR A LINKED WEBSITE. IT IS THE RESPONSIBILITY OF THE USER/SUBSCRIBER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, SOFTWARE PRODUCT, SERVICE, OR OTHER CONTENT. Article 11: Suspension of Service 1. NTT Resonant reserves the right to cancel or suspend the Service for any Subscriber or user, with or without notice and in NTT Resonant’s sole discretion, if NTT Resonant determines or suspects that the Service is being used in an unlawful or improper manner, including violation of any law, regulation, or this Agreement. Further, NTT Resonant may discontinue or suspend the Service if any of the following violations are found: (1) the Service is used in a manner that causes problems for the Service (2) The Service is not paid for in a timely manner (3) The Subscriber breaches this Agreement 2. In addition to the provisions of the preceding paragraph, the Service is subject to the availability and the operational limitations of the requisite equipment and associated facilities. As such, NTT Resonant may temporarily stop providing all or part of the Service under, but not limited to, the following circumstances: (1) In the event of a disaster where there is an urgent need to suspend the Service for various reasons (such as: disaster prevention, disaster relief, ensuring the supply of power, maintenance of order, etc.) (2) In the event of emergencies (such as: war, riots, unrest, labor disputes, earthquake, volcanic eruption, flood, tsunami, fire, power failure, etc.) (3) If there is maintenance or construction needed for the equipment providing the Service. (4) If a license agreement with the source of the program according to the operation of the Service Software has expired or other reasons (5) If NTT Resonant recognizes any other issues that would be detrimental to the provision of the Services 3. To the extent that it is able to do so, NTT Resonant will provide notice of any cessation of part or all of the Services pursuant to Article 11, Paragraph 2, by posting on this Site, or in a way that NTT Resonant deems appropriate. Notice will not be given in the event of emergencies. 4. NTT Resonant shall not be liable for suspending or cancelling the Services pursuant to Paragraph 1 or 2 of this Article 11, or for any damages caused to Subscribers or other users of the Site. Article 12: End of Service NTT Resonant may terminate this Agreement if NTT Resonant finds that a Subscriber has violated any part of this Agreement, with or without notice, in NTT Resonant’s sole discretion. NTT Resonant assumes no responsibility for any penalties or damages occurred by the Subscriber due to termination of the Services. Upon termination, your right to use the Services immediately ceases and you remain liable for all fees and any other obligations you have incurred through the date of termination for your use of the Services. In the event that this Agreement is terminated for any reason, rights and obligations under the Agreement which by their nature should survive will remain in full effect after termination or expiration of the Agreement. Article 13: Miscellaneous Provisions 1. This Agreement shall be construed in accordance with the laws of Japan. 2. Any litigation or other dispute resolution between the subscriber and NTT Resonant arising out of or relating to this Agreement, the NTT Resonant Software, or the Subscribers relationship with NTT Resonant will take place in the Tokyo Summary Court or the Tokyo District Court. 3. If or when NTT Resonant is to hand over or sell the business related to the Service, NTT Resonant can transfer all rights related to the Service by selling, merging (M&A) or assignment, notifying the Subscriber via email to the registered address, by posting on the site, or other means NTT Resonant sees fit to notify the Subscriber, in its sole discretion. The Subscriber consents to the transfer of Subscriber’s information, registration information, account information, etc., to the successor, buyer or assignee. 4. If any of these Terms and Conditions are held to be invalid or unenforceable with respect to a party, the remainder of these Terms and Conditions, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law. 5. Any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose, unless such limitations period is deemed unenforceable due to the residence of the Subscriber or Subscriber Applicant. In such case, the claim or cause of action arising out of or related to use of the Service must be filed within two (2) years, or the shortest period allowed by law. 6. In the event that NTT Resonant is grossly negligent, acts illegal or with willful intent, NTT Resonant shall only be liable to Subscriber for direct damages. NTT Resonant shall not be responsible for (regardless of the presence or absence of predictability) any lost profits , derived damages, loss of use opportunities, the loss of Subscriber information or registration information, indirect, special or incidental damage. 7. TO THE FULLEST EXTENT PERMITTED BY LAW, NTT RESONANT, ITS AFFILIATES AND ANY OTHER OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES, EVEN IF NTT RESONANT 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), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE SITE, SOFTWARE OR SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT, SOFTWARE OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NTT RESONANT’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES FOR ANY CLAIMS ARISING OUT OF THE USE OF THIS SITE, SOFTWARE OR THE SERVICES OR ANY SOFTWARE, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE FOR THE SIX (6) MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE CLAIM IS LIMITED TO THE AMOUNT PAID BY A SUBSCRIBER TO NTT RESONANT WITHIN THE PRECEDING TWELVE (12) MONTHS OF THE EVENT GIVING RISE TO SUCH CLAIMS. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. 8. Unless NTT Resonant has entered into a separate written agreement with you that explicitly states to the contrary, you agree that any information, feedback, questions, comments or the like that you provide to NTT Resonant in connection with this Site or the Services (“Submissions”) will be deemed to be provided to NTT Resonant on a non-confidential and non-proprietary basis and will become and remain the property of NTT Resonant. NTT Resonant has no obligations of any kind with respect to any Submissions and will be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that NTT Resonant will be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques without any payment obligation to any party. NEITHER NTT RESONANT NOR ANY OF ITS EMPLOYEES ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN NTT RESONANT’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO NTT RESONANT. PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO NTT RESONANT OR ANYONE AT NTT RESONANT. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT NTT RESONANT MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY. 9. All Software and materials contained in the Site are the copyrighted property of NTT Resonant, its affiliated companies and/or third-party licensors. You must not modify, decompile, or reverse engineer any Software NTT Resonant provides, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. NTT Resonant may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Services, including the Software and Site that are part of the Services. Any rights not expressly granted herein are reserved to NTT Resonant and its licensors.