Please read carefully the following terms and conditions before downloading or using plug-in software named SyncPlug ("SyncPlug") which is produced and owned by SyncPlus, Inc. (the "Company"). This License agreement (this "Agreement") is an agreement between the Company and You. By downloading or using SyncPlug or exercising any of the rights granted herein with respect to the SyncPlug, You accept and agree to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you should immediately delete or dispose of SincPlug and related manuals.

LICENSE AGREEMENT

1. License Grant

(1)

Subject to the terms and conditions herein, the Company hereby grants You a non-exclusive and non-transferable license to install SyncPlug on your personal computer and use SyncPlug and related manuals (collectively the "Software") only on your personal computer. These rights are granted to You only for the purpose of your personal on-line communication using your personal computer, and You shall not use the Software for any other purpose.

(2)

In no event shall You use the Software for any commercial purpose, whether free or charged, or in the course of your business or providing services to your customer or any third parties.

2. Intellectual Property

(1)	All title, rights and interest, including but not limited to any copyright, patent, trademark, and know-how, in and to the Software are solely owned by the Company.
(2)	Without prior written consent of the Company, You shall not, and shall not authorize any third parties to, reproduce, rent, transfer, assign or develop the Software.
(3)	You shall not, and shall not authorize any third parties to, modify, alter, reverse engineer, disassemble or decompile the Software. In no event will the Company be responsible or liable for any damage to the Software or incurred by You or others, which is directly or indirectly caused by such modification, alternation, reverse engineering, dissembling, or decompiling by You.

3. Limitation of Warranty and Liability

(1)

The Software is provided under this Agreement on an "as-is" basis without warranty of any kind. The Company will not make any warranty or representation of quality, function, performance, merchantability, or fitness for specific purpose. The Company will not make any warranty against loss of or damage to the Software. In no event will the Company be responsible or liable for any damages, including direct and ordinary, special, indirect, incidental or consequential, accidental, or punitive damage, or lost profit, incurred by You or others, which is directly or indirectly caused by the Software.

(2)

You shall be solely responsible and liable for any damage relating to your use of or resulting from the use of the Software. In no event will the Company indemnify, or be responsible or liable for, any damage whatsoever relating to your use of or resulting from the use of the Software, including direct and ordinary, special, indirect, incidental or consequential, accidental, or punitive damage, or lost profit, incurred by You or others, regardless of the basis for any claim (including breach, negligence, misrepresentation, or other contract or tort claim) .

4. Confidentiality

(1)	You shall hold in confidence, and shall not, without prior written consent of the Company, disclose to any third parties, whether directly or indirectly, any of (1) the content of this Agreement or (2) information (including the serial number and license key) with respect to or in connection with this Agreement, which is disclosed to you pursuant to this Agreement (correctively the "Information"). You shall not use the Information except to the extent necessary to perform your obligations or exercise your rights under this Agreement. You may disclose the Information to the extent required by laws or governmental order, provided that You give the Company a written notice prior to such legally required disclosure.
(2)	Notwithstanding the foregoing, the above subsection will not apply to any of the Information which is: (a) available to the public at the time of receipt by You; (b) becomes public knowledge other than by your act or omission after receipt by You; (c) already in your possession before receipt by You; (d) obtained from a source other than the Company without obligation of confidentiality; and (e) developed independently by You without any contact or reference to the Information or the Company?s confidential information.
(3)	This section shall survive the expiration or termination of this Agreement for any reason.

5. Termination

(1)

The Company may terminate this Agreement without any written notice if You fail to perform any provision of this Agreement. In such case, You shall not use the Software, and immediately return or destroy the Software, and all copies and reproductions thereof. If you choose to destroy, you shall give the Company a written report of the status of destruction with certification that none of such Software or copies is retained.

(2)

You may terminate this Agreement only by returning or destroying all of the Software, and copies and reproductions thereof. In case of such termination, the Company will in no event refund to You any fees or expenses.

6. General

(1)	You shall be solely responsible for complying with any laws and regulations, including export control and foreign exchange laws and regulations which are applicable to the Software.
(2)	This Agreement constitutes the entire agreement, and supersedes any prior oral or written communication, representation or understanding, between the Company and You with respect to the Software.
(3)	The Company may amend or modify this Agreement from time to time. Whenever it does, you are bound by the amended Agreement.
(4)	If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the Company or You, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
(5)	This Agreement shall be governed by and interpreted in accordance with the laws of Japan. All disputes arising out of or in connection with this Agreement shall be submitted to and resolved under the exclusive jurisdiction of the Tokyo District Court.

-End of Agreement-