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Software License Agreement

The Licensor Developer (hereinafter referred to as "Party A") and the Licensee Hidehito Yamaki (hereinafter referred to as "Party B") enter into the following license agreement (hereinafter referred to as "Agreement") in relation to Party A granting to Party B the license to use the Software as defined in Article 1, Paragraph 1.

  1. "EA Tool" refers to an automated trading tool for FX (foreign exchange margin trading).

  2. "This Software" means software created by Party A at its own initiative, including (i) the computer program set forth in the Attachment (hereinafter referred to as "This Program"), (ii) the files, disks, CD-ROMs and other media containing This Program, and (iii) the specifications, instructions, procedures, rules, manuals and all other related materials related to This Program.

  3. "Use of the Software" means installing the Program on the designated device, executing it or operating it such as by displaying the screen, or using any specifications, instructions, procedures, rules, manuals, and all other related materials related to the Program.

Article 2 (Exclusive License)

During the term of this Agreement, Party A will grant Party B an exclusive license to use the Software at designated locations only within Japan.

Article 1 (Definitions)

Party B may sublicense the rights granted under this Agreement to a third party (hereinafter referred to simply as the "Sublicense" or "Sublicense Rights").

Article 3 (Sublicense)

Party B shall pay Party A the following as compensation for the license of the Software under this Agreement (including the sublicense right under Article 3), and Party B shall bear the costs required for such payment. Party A shall not refund the compensation paid by Party B under any circumstances.

- Type of compensation Compensation for reuse license

- Amount of compensation
For each sublicense agreement, the amount is the sales amount minus the platform fee (and consumption tax). However, if affiliate fees or other expenses are incurred, the fees will also be deducted.

・Payment timing and method

The current month's payment will be transferred to the bank account designated by Party A by the end of the following month.

Article 4 (Compensation)

  1. Party A and Party B acknowledge that the copyright and other intellectual property rights (hereinafter referred to as "Copyright, etc.") related to the Software belong to Party A. The conclusion of this Agreement does not transfer the Copyright, etc. of the Software from Party A to Party B.

  2. The copyrights etc. (including the rights set out in Articles 27 and 28 of the Copyright Act) of the parts customized by Party A for Party B shall also belong to Party A.

Article 5 (Ownership of Rights)

Party A guarantees to Party B that it will not engage in the following acts with respect to the Software and any associated business.

  1. Party A shall only carry out the minimum amount of bug fixes and OS compatibility required for general software distributed on the market (not limited to EA tools).

  2. Party A shall not provide any data updates, upgrades, data related to investment information, or other support beyond the above (1).

  3. Party A must disclose in advance to Party B and the sublicensor the detailed content of the algorithm and the specific decision-making logic.

  4. In addition, Party A shall not provide Party B or any Sub-licensed Party with investment advice or agency services regulated by the Financial Instruments and Exchange Act with respect to financial instruments, including derivative transactions related to foreign exchange margin trading.

Article 6 (Special terms regarding maintenance by Party A)

  1. Party A shall deliver the Software to Party B on the date, time and in the manner set forth in the Attachment.

  2. Party B shall inspect whether the Program operates according to the performance described in the Specifications within 10 days after delivery (hereinafter referred to as the "Inspection Period"), and shall notify Party A of the inspection results immediately upon completion of the inspection in a document separately designated by Party A. [A1]

  3. If Party B does not notify Party A of the inspection results within the inspection period specified in the preceding paragraph, the Program will be deemed to have passed the inspection.

Article 7 (Delivery and Inspection)

Party B shall have Party B or a third party designated by Party B respond to inquiries from the Re-licensor only within the limited scope listed below, and Party A shall directly respond to inquiries from the Re-licensor regarding matters not listed below.

  1. Advice on how to download and install the software

  2. Advice on matters (operating environment, etc.) regarding software distributed in the market in general (not limited to EA tools)

  3. Matters unrelated to the content of this software (such as refunds, etc.)

  4. The above (1) to (3) do not include any acts that constitute investment advisory or agency business regulated by the Financial Instruments and Exchange Act.

Article 8 (Response to inquiries)

  1. Party A warrants that the Program will operate in accordance with the purposes and specifications of the Agreement when used in accordance with this Agreement.

  2. If the Program does not operate in accordance with the provisions of the preceding paragraph, Party A shall repair or replace the Program free of charge if non-compliance with the contract is discovered within one year from the end of the inspection period.

  3. If Party B receives an injunction, compensation for damages or other claims from a third party regarding the use of the Software due to copyright infringement, trademark infringement, violation of the Unfair Competition Prevention Act, or other reasons, Party A shall be solely responsible.

Article 9 (Warranty)

In relation to the use of this Software, if Party B discovers that a third party is infringing or attempting to infringe all or part of the copyrights related to this Software and notifies Party A of the facts and details of the infringement, Party A must take necessary measures, such as seeking an injunction against the third party, in order to eliminate the third party's infringement. Party A shall bear the costs necessary to eliminate the infringement.

Article 10 (Infringement of rights by third parties)

  1. Party A and Party B shall keep confidential any technical, business, and managerial information of the other party that they learn in relation to this Agreement (collectively, "Confidential Information") and shall not disclose or leak such information to a third party without the prior written consent of the other party. In maintaining such confidentiality, Party A and Party B shall manage the Confidential Information with the due care of a good manager.

  2. The following information does not qualify as confidential information:

(1) Information already in your possession at the time of disclosure

(2) Information that was already publicly known at the time of disclosure or information that subsequently became publicly known through no fault of the individual

(3) Information that is lawfully obtained from a third party without any obligation of confidentiality after disclosure

(4) Information that is independently developed or created without reference to the disclosed confidential information

(5) Information required to be disclosed pursuant to laws, regulations or court orders

3. Party A and Party B may disclose the Confidential Information only to officers and employees of themselves, their parent companies, subsidiaries, affiliates, sister companies, or related companies who need it for the performance of this Agreement, or to joint researchers, business contractors, or lawyers, certified public accountants, tax accountants, or other advisors who have been assigned obligations equivalent to those borne by Party A and Party B under this Agreement, and shall not use the information for purposes other than those of Party A and Party B. Party A and Party B shall be fully responsible for the fulfillment of their obligations if they disclose the Confidential Information to any of the parties specified in this paragraph.

4. Notwithstanding paragraph 1, Party A and Party B may publish or disclose confidential information to the minimum extent necessary in accordance with laws and regulations, courts, regulatory authorities, financial instruments exchanges, or other public institutions with regulatory authority. In the event of such publication or disclosure, Party A and Party B shall promptly notify the other party to that effect.

5. Party A and Party B shall not copy or reproduce the Confidential Information beyond the extent necessary for the purposes of this Agreement, and any copies or reproductions shall be considered to be included in the Confidential Information.

6. In the event that this Agreement is terminated due to cancellation, termination, or other reasons, Party A and Party B shall promptly return or destroy the confidential information (including copies and copies) in accordance with the instructions of the other party. In addition, when destroying the confidential information, a method shall be used that does not allow the confidential information to be reused.

7. If there is a risk that the other party will disclose or use confidential information for an unintended purpose in violation of this Article, either Party A or Party B may enjoin such disclosure or use for an unintended purpose.

Article 11 (Confidentiality)

If Party A causes damage to Party B (including the sublicensee) due to or in connection with this Agreement, Party A shall compensate Party B for all such damages (including, but not limited to, special damages, damages due to lost profits, and Party A's reasonable attorney's fees).

Article 12 (Compensation for Damages)

  1. Either Party A or Party B may immediately terminate this Agreement in whole or in part without notice if any of the following events occur to the other party:

(1) When the other party violates any provision of this Agreement and fails to remedy the violation within a reasonable period despite being notified within that period.

(2) When there is a material breach or breach of trust by the other party with respect to this Agreement.

(3) When the other party clearly expresses its intention to refuse to perform the entire obligation.

(4) When there is a suspension of payment, or when a petition for provisional attachment, seizure, auction, commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of special liquidation has been filed.

(5) When a bill clearing house is ordered to suspend its business

(6) When a disposition for default on public taxes and dues is received.

(7) When the whole or a significant part of the business is transferred or a resolution to do so is passed.

(8) When there is a change in a major shareholder or management, and the other party determines that it is inappropriate to continue this Agreement.

(9) When a supervisory authority has suspended business or revoked a business license or registration.

(10) When a resolution is made to reduce capital, discontinue, suspend or change business, or to dissolve without merger.

(11) When it is determined that there is or may be a violation of public order, morals or other general social regulations.

(12) Any other serious event similar to those in the preceding paragraphs occurs that makes it difficult to continue this Agreement or that requires the preservation of claims.

2. When a contract is terminated pursuant to the preceding paragraph, the party whose contract is terminated shall automatically lose the benefit of time for all monetary obligations owed to the other party and shall immediately repay such obligations.

3. When a contract is terminated pursuant to paragraph 1, the party that terminated the contract may claim damages from the other party.

Article 13 (Termination of Contract)

  1. Party A and Party B represent that they do not currently fall under any of the following items, and hereby promise that they will not fall under any of the following items in the future.

(1) You are not a member of an organized crime group, a member of an organized crime group, a person who has not been a member of an organized crime group for the past five years, a quasi-member of an organized crime group, a company related to an organized crime group, a corporate racketeer, a social activist, a special intelligence violent group, or any other person equivalent thereto (hereinafter referred to as a "member of an organized crime group, etc.").

(2) Having a relationship that is deemed to give the control of management to a gang member or other such person

(3) Having a relationship that is deemed to give a substantial involvement of a gang member or other such person in the management of the company

(4) Having a relationship that is deemed to be an inappropriate use of a gang member, etc., for the purpose of obtaining wrongful benefits for oneself, one's company or a third party, or for the purpose of causing damage to a third party

(5) Having a relationship that is deemed to be involved in providing funds or convenience to an organized crime group member, etc.

(6) An officer or a person substantially involved in management has a socially reprehensible relationship with a member of an organized crime group, etc.

2. Party A and Party B promise not to engage in any of the following acts, either by themselves or through a third party:

(1) Violent demands

(2) Making unreasonable demands that go beyond legal responsibility

(3) Threatening behavior or violence in relation to transactions

(4) Spreading rumors, using fraudulent means or using force to damage the other party's credibility or to interfere with the other party's business
(5) Any other conduct similar to those listed above.

3. If either Party A or Party B is found to be a Member of an Organized Crime Group, etc., or falls under any of the items in Paragraph 1, or has committed any of the acts listed in the preceding paragraph, or has made a false statement with respect to the representations and warranties pursuant to the provisions of Paragraph 1, the Contract may be terminated without any notice to the other party.

4. Party A and Party B confirm and acknowledge that in the event this Agreement is terminated pursuant to the preceding paragraph, they shall not be liable to compensate the other party for any damages incurred.

Article 14 (Exclusion of Antisocial Forces)

  1. The effective period of this Agreement shall be one year from the date of its conclusion. However, if no written objection is raised by either Party A or Party B at least three months prior to the expiration of the period, this Agreement shall be renewed for another year under the same conditions, starting from the day following the expiration date, and the same shall apply thereafter. Furthermore, even after the expiration of this Agreement, regardless of the reason for its termination, the provisions of Article 10 (Confidentiality), Article 11 (Compensation for Damages), Article 12 (Termination of the Agreement), Article 13 (Exclusion of Antisocial Forces), this Article (Remaining Provisions), Article 18 (Governing Law and Court of Jurisdiction), and Article 19 (Good Faith Negotiations) shall remain valid.

  2. Notwithstanding the provisions of the preceding paragraph, if Party B has already granted a sublicense to the Sublicensee to reuse the Software, such sublicense shall continue to exist as a license right even after the termination of this Agreement. In this case, Party A shall not be able to claim any money from the Sublicensee.

Article 15 (Validity Period)

This Agreement may only be modified by written agreement between Party A and Party B.

Article 16 (Changes to the Contract)

Neither Party A nor Party B may assign, transfer, or use as security to a third party any of its rights arising from this Agreement or any of its obligations to the other party, or its status as a party to this Agreement, without the prior written consent of the other party.

Article 17 (Prohibition of Transfer of Rights and Obligations)

This Agreement constitutes the entire agreement and understanding between the parties with respect to this Agreement and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to this Agreement.

Article 18 (Entire Agreement)

  1. This Agreement shall be governed by and construed in accordance with the laws of Japan.

  2. In the event of any dispute relating to this Agreement, the district court having jurisdiction over Party A's head office location shall be the court of first instance with exclusive jurisdiction depending on the amount of the claim.

Article 19 (Governing Law and Court of Jurisdiction)

If any matter not specified in this Agreement or any doubt arises regarding the interpretation of any provision of this Agreement, the parties shall negotiate in good faith and resolve the matter in accordance with the principle of good faith.

Established on December 1, 2023

Article 20 (Good faith negotiations)

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