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SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
(2025v1.0)

1. 1. Definitions

   This Agreement sets forth the terms and conditions of the license for the software development kit ("SDK") for developing applications to operate with TOPPAN’s ToF camera, model name "senSPure C11U" ("Designated Device"). The SDK, together with the computer software, related documentation (such as manuals and electronic documents, hereinafter the “Instructions”), and any updates and upgrades thereto, is collectively referred to as the “Licensed Software”.
   TOPPAN makes the Licensed Software available to You for download from this website https://toppan-tof.jp/sdk/ or by other means.

2. 2. Grant of License

   1. 2.1 License Scope

      Subject to the terms and conditions of this Agreement, TOPPAN grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:
      (a) use the Licensed Software solely to develop, test, and integrate software applications designed to operate with the Designated Device (“Your Application”); and
      (b) reproduce and distribute components of the Licensed Software, provided that such components of the Licensed Software may not be redistributed on a standalone basis, or be permitted to be so redistributed, but only when incorporated into and distributed as an integral part of Your Application for use on the Designated Device.

      For the avoidance of doubt:
      (i) You may make Your Applications intended for use with the Designated Device available to third parties, provided that (A) each such item is clearly identified as intended for use with the Designated Device; and (B) any inclusion of the Licensed Software is limited to components of the Licensed Software and complies with subsection (b) above; and
      (ii) except as expressly permitted in this Section, no rights are granted to copy, distribute, publicly perform or display, sell, offer to sell, license, sublicense, or otherwise transfer the Licensed Software, whether by implication, estoppel, or otherwise.

      Any permitted distribution under this Section must be subject to terms and conditions no less protective of TOPPAN and its licensors than those set forth in this Agreement, including restrictions on use, prohibitions on reverse engineering, and the inclusion of applicable copyright and proprietary rights notices.

   2. 2.2. Open Source and Third-Party Software

      Notwithstanding Section 2.1, You acknowledge that the Licensed Software may include or be distributed with third-party software (collectively, “Excluded Software”). Some Excluded Software is licensed under open source software licenses (the “Open Source Components”), meaning any software licenses approved by the Open Source Initiative or substantially similar licenses, including licenses that, as a condition of distribution, require the distributor to make the software available in source code form.

      If and to the extent disclosure is required, please refer to the third party notices file included with the Licensed Software (the “Third Party Notices”) for the then-current list of Open Source Components included from time to time, the applicable license terms and conditions governing their use, and, where required, information on how to obtain the corresponding source code. Such third-party license terms may be modified by the applicable third party at any time without liability to You.

      To the extent required by the licenses applicable to any Excluded Software, the terms of such licenses will govern Your use of that Excluded Software in lieu of the terms of this Agreement. If any such licenses prohibit any restrictions in this Agreement from applying to the Excluded Software (including restrictions on reverse engineering, modification, or distribution), those restrictions will not apply to the Excluded Software. In the event of any conflict between this Agreement and the terms of the licenses applicable to any Excluded Software, the latter will prevail with respect to that Excluded Software. Nothing in this Agreement is intended to limit Your rights under the licenses that apply to the Open Source Components.

   3. 2.3. No Other Rights.

      All rights not expressly granted to You herein are reserved by TOPPAN, and nothing in these Terms shall be construed as granting any implied licenses or rights.

3. 3. Restrictions and Your Obligations

   1. 3.1 No Modifications; Proprietary Notices

      You shall not modify, translate, adapt, or create any derivative works of all or any part of the Licensed Software; provided, however, that the foregoing shall not apply to the Sample Code and only such components under Section 2.1. You shall not delete, conceal, or alter any trademarks, copyright notices, or other proprietary rights notices or legends included in or affixed to the Licensed Software.

   2. 3.2 No Transfer or Third-Party Use

      Except as expressly permitted in this Agreement or the Instructions, You shall not sublicense, lend, lease, rent, sell, assign, transfer, disclose, or otherwise make the Licensed Software available to any third party, including via hosting, outsourcing, service bureau, or time-sharing arrangements.

   3. 3.3 No Separation or Component Use

      Except as expressly permitted in this Agreement or the Instructions, You shall not separate, unbundle, or use any part or component of the Licensed Software independently from the Licensed Software as a whole.

   4. 3.4 No Infringing or Unlawful Use

      You shall not use the Licensed Software to infringe the copyrights, intellectual property, privacy, or other rights of TOPPAN or any third party, or in violation of applicable laws or regulations.

   5. 3.5 No Reverse Engineering

      You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs for any part of the Licensed Software, except where the foregoing restrictions are expressly permitted by applicable law, or where explicitly stipulated as permissible by the terms of open-source software licenses.

   6. 3.6 Compliance with Instructions

      You shall not use the Licensed Software in any manner contrary to the Instructions, including applicable technical specifications, limitations, and usage guidelines provided or updated by TOPPAN from time to time.

   7. 3.7 Prohibited Conduct and Security

      You shall not, and shall not instruct, permit, cause, request, solicit, or enable any third party to:
      (a) use the Licensed Software for any purpose or in any manner that violates this Agreement;
      (b) introduce, transmit, or permit the introduction or transmission of any backdoors, logic bombs, time bombs, Trojan horses, viruses, worms, malware, or any other code, files, scripts, programs, routines, or instructions of any kind that are intended or designed to disrupt, disable, harm, impair, or otherwise interfere with the operation of the Licensed Software or any device, system, or network owned, controlled, or managed by You, TOPPAN, or any third party;
      (c) interfere with, disrupt, degrade, or impair the proper operation, performance, or integrity of the Licensed Software;
      (d) impose or take any action that could impose an unreasonable or disproportionately large load, burden, or demand on any aspect of the Licensed Software, its infrastructure, or any related system.

   8. 3.8 Disclosure to End Users; Manufacturer’s Warranty Exclusion

      Prior to granting an End User a license to copy or use any Your Application, You must clearly explain and obtain the End User’s consent that any Designated Device used in conjunction with Your Application will be excluded from the manufacturer’s warranty separately provided by TOPPAN with respect to such Designated Device. Specifically, any defects or damage to the Designated Device resulting from Your Application will be excluded from TOPPAN’s warranty set forth in “Terms and Conditions for Designated Device”.

   9. 3.9 No Misrepresentation of Developer or Rights Holder

      You shall not act, nor allow any action to be taken, in a manner that may cause any End User or other person to mistakenly believe that TOPPAN or its affiliates are the developer, owner, or rights holder of Your Application.

   10. 3.10 End User Support for Your Application

       You shall, at Your own expense and responsibility, provide all support, maintenance, and related services to End Users for Your Application. You shall not act, nor allow any action to be taken, that may cause any misunderstanding that such support, maintenance, or related services are provided by TOPPAN or its affiliates.

4. 4. Rights to the Licensed Software

   All rights, title, and interests including, but not limited to, all intellectual property rights (such as copyright, patent rights, and trademark rights) in and to the Licensed Software are and shall remain the property of TOPPAN, its affiliates, or the original rights holder that has granted TOPPAN or its affiliates the right to license the Licensed Software to You under this Agreement ("Original Rights Holder"). Except for the limited right to use the Licensed Software expressly granted under this Agreement, no other rights are granted to You, whether by implication, estoppel, or otherwise. Provided, however, that with respect to the Excluded Software, all rights, title, and interest shall remain with their respective rights holders.

5. 5. Limitation of Liability

   1. 5.1 To the maximum extent permitted by applicable law, the Licensed Software is provided “AS IS” and “AS AVAILABLE.” Neither TOPPAN, its affiliates, nor the Original Rights Holder warrants that the Licensed Software will be error-free or bug-free, operate without interruption, or be free of defects, nor do they warrant that Your use of the Licensed Software will be uninterrupted or error-free, or will not cause damage to You or any third party. Without obligation and at their sole discretion, TOPPAN, its affiliates, or the Original Rights Holder may provide patches, fixes, or updates to rewrite or repair portions of the Licensed Software, or provide contact information for inquiries regarding defects. The method of providing any such software or update, or of giving such contact information, shall be determined at their discretion. If any such software or update is provided, You shall promptly apply or use it. Further, no warranty is given that the Licensed Software does not infringe any third party’s intellectual property rights. All implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and course of dealing or usage of trade, are disclaimed.

   2. 5.2 Products, software, platforms, networks, or services other than the Licensed Software on which the operation of the Licensed Software or Your Application may depend (including those provided by third parties, as well as those provided by TOPPAN, its affiliates, or the Original Rights Holder) may be changed, suspended, or discontinued at the discretion of their respective providers. Neither TOPPAN, its affiliates, nor the Original Rights Holder warrants that any such products, software, platforms, networks, or services will operate normally or without interruption now or in the future, or that they will be free from security vulnerabilities, and they shall have no liability arising from any such change, suspension, discontinuation, malfunction, or vulnerability.

   3. 5.3 TOPPAN reserves the right to discontinue the provision of or support for previous versions (hereinafter referred to as "Older Versions") of the Licensed Software, and to require the installation of updates, for reasons including, but not limited to, security, legal compliance, or performance enhancements. Notification of such updates shall be provided via the TOPPAN’s website https://toppan-tof.jp/ and its email newsletter. You may subscribe to the email newsletter at the following website: https://toppan-tof.jp/ . It shall be Your responsibility to periodically check the website for information regarding updates.

   4. 5.4 Neither TOPPAN, its affiliates, nor the Original Rights Holder warrants that the software, equipment, systems, or networks (including any Designated Device) on which the Licensed Software operates will be free from intrusion, attack, unauthorized access, or other security incidents, and they shall have no liability arising therefrom except to the extent caused by their willful misconduct or gross negligence.

   5. 5.5 (a) To the maximum extent permitted by applicable law, in no event shall TOPPAN, its affiliates, or the Original Rights Holder be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, or data, or for business interruption, failure to realize anticipated savings, or the cost of substitute goods or services, arising out of or in connection with the Licensed Software, this Agreement, or Your use or inability to use the Licensed Software, even if advised of the possibility of such damages and even if any remedy fails of its essential purpose.
      (b) In any event, the aggregate liability of TOPPAN, its affiliates, and the Original Rights Holder for damages to You shall be limited to direct and actual ordinary damages and shall not exceed the total amounts actually paid by You to TOPPAN for the Licensed Software under this Agreement during the twelve (12) months immediately preceding the event giving rise to liability. This limitation shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

6. 6. Restrictions on Use

   1. 6.1 Prohibition of Military Use

      Under no circumstances shall You use, or permit the use of, the Licensed Software, Your Application, or any Designated Device for military purposes. This includes, but is not limited to, the design, development, manufacture, installation, or testing of weapons or munitions; transportation of explosives, biological or chemical weapons, or any hazardous materials; intelligence activities; surveillance; or reconnaissance, regardless of whether the acting entity is a government, military, or any other organization.

   2. 6.2 Prohibition of Use in High-Safety-Critical Applications

      The Licensed Software is not designed or intended for use in environments or applications where its failure or malfunction could result in death, personal injury, or significant physical or environmental damage. Such applications include, but are not limited to, the control of nuclear facilities (including nuclear power plants), aircraft control, communications systems, air traffic regulation, life-support systems, or weapons systems. TOPPAN, its affiliates, and the Original Rights Holder expressly disclaim any and all warranties of fitness for such safety-critical use.

   3. 6.3 Disclosure and Consent from End Users

      Prior to granting any End User a license to copy or use Your Application, You shall provide a clear explanation of the restrictions contained in this Article to such End User and obtain their explicit consent to such restrictions.

7. 7. Third-Party Claims and Indemnification (Liability to Third Parties)

   (a) TOPPAN Disclaimer for Third-Party Claims. TOPPAN has no obligation to indemnify, defend, or hold You harmless for any third-party claim.
   (b) Your Indemnity. You shall indemnify, defend, and hold harmless TOPPAN, its Affiliates, and their officers, directors, employees, and agents from and against any and all third-party claims, actions, investigations, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Your use of or access to the Licensed Software, Instructions, outputs, or any derivatives; (ii) Your Applications, distributions, or services that incorporate or depend on the Licensed Software; (iii) alleged infringement or misappropriation by Your data, code, specifications, prompts, models, configurations, or combinations; (iv) end-user, consumer, or governmental claims, including privacy, security, product liability, misleading or biased outputs, and regulatory compliance; or (v) Your breach of this Agreement or violation of applicable law. Your indemnity obligations are uncapped and independent of any insurance coverage, provided, however, that You shall have no obligation under this Section to the extent that such claim is caused only by: (a) TOPPAN’s negligence, willful misconduct, or breach of this Agreement, or any defect or intellectual property infringement inherent in the Licensed Software; or (b) Your use of the Licensed Software in accordance with TOPPAN’s instructions or specifications.
   (c) Procedure; Interim Measures. TOPPAN shall promptly notify You and provide reasonable cooperation. You shall have sole control of the defense and settlement, subject to TOPPAN’s prior written consent for any settlement imposing obligations, admissions, or non-monetary relief on TOPPAN. TOPPAN may suspend Your use of the Licensed Software where continued use may materially increase TOPPAN’s exposure in connection with a claim.

8. 8. Termination of Agreement

   1. 8.1 Termination for Breach; Remedies

      If You breach any term of this Agreement, TOPPAN may, with or without prior notice, immediately suspend Your rights hereunder and/or terminate this Agreement, in whole or in part, without prejudice to any other rights or remedies. TOPPAN may seek all available legal or equitable remedies, including compensation for damages resulting from such breach and injunctive relief.

   2. 8.2 Survival

      Notwithstanding any termination or expiration of this Agreement for the foregoing or any other reason, the provisions of Articles 4 through 13 (inclusive), and any other provisions that by their nature should survive, shall remain in full force and effect. The termination or expiration of this Agreement shall not affect any rights or obligations that have accrued prior to such termination or expiration.

9. 9. Effect of Termination

   Upon any termination of this Agreement, all licenses and rights granted to You with respect to the Licensed Software shall immediately terminate. You shall promptly cease all use of the Licensed Software (including any components of the Licensed Software), uninstall and permanently delete or destroy all copies in Your possession or control, and, upon TOPPAN’s request, certify such deletion or destruction in writing.

10. 10. Support and Maintenance

    1. 10.1 Provision of Support

       (a) TOPPAN will provide technical support related to the use of the Licensed Software solely to purchasers of the applicable products designated by TOPPAN for use with the Licensed Software (“Designated Device”) (each, an “Eligible Customer”).
       (b) TOPPAN may require the requesting Eligible Customer to provide information evidencing the purchase of the Designated Device (including, without limitation, product serial numbers and proof of purchase). TOPPAN may decline to provide support if satisfactory verification is not provided.
       (c) Support will be handled exclusively through the channels designated by TOPPAN (including TOPPAN’s support desk or an authorized reseller/distributor contact, as applicable).

    2. 10.2 Scope of Support

       (a) Support is limited to question-and-answer assistance concerning the Licensed Software and its Instructions only.
       (b) TOPPAN will provide support only for the then-current generally available version of the Licensed Software. Prior versions are, as a rule, outside the scope of support unless TOPPAN agrees otherwise in writing.
       (c) The content of support is limited to responses to questions regarding the specifications and features of the Licensed Software and the operation of sample programs provided by TOPPAN.
       (d) Any assistance beyond the foregoing scope may, at TOPPAN’s discretion, be provided on a fee-bearing basis pursuant to a separate written agreement or order.

    3. 10.3 Exclusions

       Support expressly does not include:
       (a) Configuration, setup, or build-out of any individual development, operating, network, or execution environment (including operating systems, development tools, run-time environments, networks, or hardware), or resolution of issues arising from or attributable to such environments.
       (b) Debugging, refactoring, or correction of the purchaser’s application code, or investigation of issues relating to the operation of applications created by the purchaser that incorporate or interoperate with the Licensed Software.
       (c) Programming advice or services that exceed the intended scope of use of the Licensed Software.

    4. 10.4 Additional Terms

       (a) Support is provided as a convenience and does not constitute a warranty, maintenance obligation, or any service-level commitment. TOPPAN does not guarantee resolution of any issue or any particular response or resolution time.
       (b) TOPPAN may modify, suspend, or discontinue support, or change the applicable support channels, upon notice, provided that such changes will not materially diminish support for the then-current version of the Licensed Software during the remaining term of the applicable license, except where required by law or due to circumstances beyond TOPPAN’s reasonable control."

11. 11. Amendment of the Agreement

    To the extent permitted by applicable law, TOPPAN may amend this Agreement from time to time. Prior to the effective date of any amended Agreement, TOPPAN will notify You of the amended terms by posting them on a website designated by TOPPAN, by in-product notice, email, or by any other method TOPPAN deems appropriate. Such notice will be given with a prior notice period that TOPPAN considers reasonable in light of the nature of the amendments; provided, however, that TOPPAN may elect not to provide a prior notice period if the amendments are generally beneficial to You or are required by law. If You do not agree to the amended Agreement, You must cease use of the Licensed Software before the amended Agreement becomes effective; Your continued use of the Licensed Software after the effective date constitutes Your acceptance of the amended Agreement. The amended Agreement supersedes any prior versions as of its effective date.

12. 12. Force Majeure

    TOPPAN shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, epidemics or pandemics, quarantines, labor disputes, embargoes, shortages of materials or transportation, government actions or orders, power outages, internet or telecommunications failures, or failures or interruptions of hosting, cloud, or network services provided by third parties. TOPPAN will use commercially reasonable efforts to mitigate the effects of such events and to resume performance as soon as reasonably practicable. Performance shall be excused for the duration of the force majeure event. If the event continues for thirty (30) days or more, TOPPAN may suspend performance or terminate this Agreement without liability.

13. 13. General Provisions

    1. 13.1 Governing Law

       This Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of laws principles.

    2. 13.2 Export Controls and Sanctions

       If You export, re-export, transfer, access, install, or use the Licensed Software outside Japan, You shall comply with all applicable export control, customs, and economic sanctions laws and regulations of Japan, the United States, and any other relevant jurisdictions, including without limitation Japan’s Foreign Exchange and Foreign Trade Act and the U.S. Export Administration Regulations, and sanctions administered by the relevant authorities (e.g., Japan’s Ministry of Foreign Affairs and the U.S. Office of Foreign Assets Control). You shall not export, re-export, transfer, or otherwise make the Licensed Software available to any embargoed or sanctioned country or territory, to any denied, debarred, or restricted party, or for any prohibited end-use.

    3. 13.3 Consumer Protection

       Nothing in this Agreement is intended to adversely affect any non-waivable rights that You may have under applicable consumer protection laws and regulations, including, to the extent You act as a “consumer” thereunder, the Japanese Consumer Contract Act.

    4. 13.4 Severability

       If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or authority of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and, to the extent of such invalidity, illegality, or unenforceability, shall be deemed severed. The remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely reflects the parties’ original intent and allocation of risk.

    5. 13.5 Third-Party Beneficiaries

       TOPPAN’s affiliates and the Original Rights Holder are intended third-party beneficiaries of this Agreement and may directly enforce their rights hereunder, including the disclaimers and limitations of liability set forth herein. Except as expressly provided in the preceding sentence, there are no other third-party beneficiaries to this Agreement.

    6. 13.6 Good-Faith Consultation; Jurisdiction and Venue

       Any matter not provided for in this Agreement, or any dispute regarding its interpretation, shall be resolved through good-faith consultation between You and TOPPAN. In the event that any dispute cannot be resolved through such consultation in connection with this Agreement, You and TOPPAN agree that the Tokyo District Court shall have exclusive jurisdiction as the court of first instance, and venue shall lie exclusively in that court. Each party irrevocably waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens.

    7. 13.7 Governing Language

       This Agreement has been prepared and executed in the English language. In the event of any conflict or inconsistency between the English language version and any translation thereof into any other language, the English language version shall prevail and control in all respects. Any such translation is for convenience of reference only and shall have no legal effect.