TERMS OF USE FOR AMPTIX™ Trial VERSION
These Terms of Use for AMPTIXTM Trial Version (these “Terms”) set forth the terms and conditions between MIRAISENS, Inc. (“Miraisens”) and the user (“User”) who uses the Trial Version (as defined in Article 1(b)) regarding the use of the Trial Version provided by Miraisens.
User shall carefully read the contents of these Terms and must only download and use the Trial Version upon having agreed to these Terms. User shall be deemed to have agreed to these Terms by downloading the Trial Version or commencing the use of the Trial Version.
Article 1 (Definitions)
In these Terms, the following terms shall have the meanings specified hereunder:
(a) “Product” means a haptics editing tool and the Middleware, namely “AMPTIX”, that reproduces the sensations of force, pressure, and surface textures through skin stimulation and enables three-dimensional tactile experiences, and the related documents and materials (including all copies, derivative works, and updated versions thereof).
(b) “Trial Version” means the trial version of the Product distributed by Miraisens for the purpose of allowing User to evaluate the Product for potential adoption, which allows for the testing of certain features of the Product.
(c) “Middleware” means the program provided by Miraisens to User in the form of a linked library.
(d) “Lock Measures” means measures taken by Miraisens to suspend User’s use of the Trial Version.
(e) “Confidential Information” means any and all information marked with an indication that says “Confidential” or that would otherwise reasonably be regarded as being of a confidential nature; that is disclosed, whether in writing, orally, or by any other means, by Miraisens to User, and includes, but is not limited to, information having proprietary value such as trade secrets, know-how, ideas, concepts, designs, drawings, software, flow charts, diagrams, cost structures, pricing information, the sales plans, or business opportunity information. For clarity, the Trial Version shall be deemed Confidential Information.
(f) “Force Majeure” means any events beyond the reasonable control of the parties, which includes, but is not limited to; acts of God, acts of government or governmental authorities, laws, regulations, or any other legally binding orders or statements, war (declared or otherwise), civil strife, rebellion, revolution, riots, strikes or other labor disturbances, fires, explosions, storms, floods, typhoons, tidal waves, earthquakes, severe weather conditions, pandemics or epidemics of any diseases, terrorist attacks, embargoes, interruptions of or delay in telecommunications, or other third party services and/or any other causes similar thereto.
(g) “Anti-Social Forces” means, collectively, an organized crime group, a member of an organized crime group, a person for whom five (5) years have not passed since he/she ceased to be a member of an organized crime group, an associate member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer (sokaiya), a social movement advocacy group or political activity advocacy group, or any other similar group.
Article 2 (Formation of Agreement)
1. An agreement for the license to use the Trial Version subject to the terms and conditions of these Terms (the “License Agreement”) shall be formed between User and Miraisens when User fills in the necessary information in the form prescribed by Miraisens and agrees to these Terms. In the case where an officer or employee of a legal entity uses the Trial Version in the course of the business of such legal entity, such officer or employee shall be deemed to have agreed to these Terms on behalf of or as a representative of such legal entity, and the License Agreement shall be formed between Miraisens and such legal entity as the “User”.
2. After the formation of the License Agreement, User may download the Trial Version, install it on User’s terminal, and use the Trial Version in accordance with the License Agreement.
3. User represents and warrants the following matters at the time of downloading and during the use of the Trial Version:
(a) User has not made any false statements or provided any false information;
(b) User has not breached any contract with Miraisens in the past; and
(c) User is not an Anti-Social Force.
Article 3 (Grant of License)
Pursuant to the License Agreement, Miraisens grants User a non-exclusive, non-transferable right, free of charge, to download, install on User’s terminal and use the Trial Version for the purpose of evaluating the Product for potential adoption. For the avoidance of doubt, User shall not incorporate the Trial Version into any software or other products for use.
Article 4 (Suspension of Use)
1. Miraisens may, at its sole discretion, discontinue the distribution of the Trial Version and suspend User’s use of the Trial Version. User shall immediately cease using the Trial Version upon Miraisens’ request or upon termination of the License Agreement.
2. Upon Miraisens’ request, upon Miraisens’ request to suspend User’s use of the Trial Version, or upon termination of the License Agreement, User shall return to Miraisens or destroy the Confidential Information (for the avoidance of doubt, including the Trial Version), in accordance with Miraisens’ instructions. Following the destruction of the Confidential Information, if requested by Miraisens, User shall promptly prepare and submit a certificate of destruction to Miraisens.
Article 5 (Rights to Trial Version)
As between the parties, Miraisens retains all rights, titles, and interests, including all ownership rights, patent rights, copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act of Japan), other intellectual property rights, and any other legal interests in and to the Trial Version, except for the rights related to open-source software as specified in Article 9. User shall cooperate to a reasonable extent if requested by Miraisens to evidence, maintain, enforce or defend the foregoing. User shall not take any action to jeopardize, limit, or interfere in any manner with Miraisens’ ownership of and rights with respect to the Trial Version (including, without limitation, the exercise of the moral rights of the author where User holds such rights). User shall have only those rights in or to the Trial Version, etc. granted to it pursuant to the License Agreement.
Article 6 (Confidentiality)
1. User shall strictly maintain the Confidential Information and shall not disclose such Confidential Information to any third party; provided, however, that any information for which User explicitly demonstrates the following shall not be deemed Confidential Information:
(a) Information that was already known to the public at the time of disclosure of such information to User;
(b) Information that becomes publicly known after disclosure of such information to User, through no fault of User;
(c) Information that was already in the lawful possession of User at the time of disclosure of such information to User;
(d) Information that is lawfully obtained by User from a third party having legitimate authority, without bearing any duty of confidentiality; or
(e) Information that is independently developed by User without reference to the Confidential Information of Miraisens.
2. User shall use the Confidential Information only for the purpose of evaluating the Product for potential adoption.
3. Notwithstanding Paragraph 1 above, User may disclose the Confidential Information if and to the extent legally compelled by any judicial or governmental request, requirement or order; provided that User shall immediately take reasonable steps to provide Miraisens with prior written notice in order to contest such request, requirement or order and shall fully cooperate with Miraisens to obtain a protective order for the disclosure and a disclosure restriction order to limit the scope of such disclosure and use of the Confidential Information.
Article 7 (Warranty and Disclaimer)
1. User hereby acknowledges that the Trial Version is provided solely for the purpose of evaluating the Product for potential adoption, and shall not object to the fact that, or claim, assert, or allege that, the Trial Version is not a mass-produced product that meets Miraisens’ quality assurance standards.
2. MIRAISENS MAKES NO EXPRESS WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE TRIAL VERSION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND THE USER HEREBY AGREES THERETO.
3. Miraisens shall not be obligated to provide updated versions of the Trial Version, additional features, etc., or to implement corrective measures in the event that a critical bug is found in the Trial Version
4. Miraisens shall bear no liability for any and all damages arising from the use of the Trial Version by User, regardless of the cause of action, whether in breach of contract, tort, product liability, breach of warranty, or otherwise, and regardless of the name of the claim.
Article 8 (Restrictions)
1. User shall not use the Trial Version for any purpose other than the purpose of evaluating the Product for potential adoption.
2. User shall not reproduce the Trial Version, except when downloading and installing pursuant to Article 2 or with Miraisens’ prior written consent (including by electronic means such as email).
3. User shall not, except with the prior written consent of Miraisens’ (including by electronic means such as email), in any manner and whether or not for consideration, publicly transmit, assign, distribute, lend, offer as collateral, sublicense, or otherwise dispose of the Trial Version to any third party. Nor shall User permit any third party to use or possess the Trial Version.
4. User shall not reverse engineer, decompile, disassemble, or otherwise analyze the whole or any part of the Trial Version.
5. User shall not make any change or modification to the Trial Version.
6. User shall not delete any copyright notices and trademark notices affixed to the Trial Version by Miraisens.
Article 9 (Open-Source Software)
User understands that the Trial Version includes open-source software, and shall comply with the terms and conditions applicable to such open-source software in using the Trial Version. A list of such open-source software shall be separately provided by Miraisens.
Article 10 (Infringement)
Miraisens shall not be liable for any infringement of any third-party’s rights (including, without limitation, any patents or other intellectual property rights of third parties) by the Trial Version.
Article 11 (Damages)
1. In the event that Miraisens incurs damages due to a breach of the obligations by User, Miraisens may claim damages against User.
2. MIRAISENS’ AGGREGATE LIABILITY IN CONNECTION WITH THE LICENSE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN BREACH OF CONTRACT, TORT, STRICT LIABILITY, BASED ON A WARRANTY OR OTHERWISE), SHALL NOT EXCEED 10,000 JAPANESE YEN.
3. NOTWITHSTANDING THE TWO FOREGOING PARAGRAPHS, IN NO EVENT WILL MIRAISENS BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED IN BREACH OF CONTRACT, TORT, PRODUCT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, AND REGARDLESS OF WHETHER MIRAISENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 12 (Termination)
1. Miraisens may immediately terminate, in whole or in part, the License Agreement, if any of the below applies:
(a) User suspends its payments or becomes insolvent;
(b) Any notes or checks issued by User are dishonored;
(c) User and its properties become subject to a filing for any attachment, provisional attachment, provisional disposition or forced sale;
(d) A petition is filed by or against User for bankruptcy (hasan), reorganization (kaisha kosei) or civil rehabilitation (minji saisei), or any other bankruptcy or reorganization proceeding similar thereto;
(e) User attempts to dissolve or assign the whole or a material part of its business to a third party;
(f) Miraisens reasonably determines that User’s financial condition or other factors have deteriorated;
(g) User has made any false statements or provided any false information to Miraisens;
(h) User breaches the License Agreement;
(i) User engages in any act that violates applicable laws or regulations, encourages or facilitates the violation of applicable laws and regulations, or is likely to result in such violation; or
(j) Miraisens determines that it is difficult to continue granting the license to User.
2. If any of items (a) through (j) of the preceding paragraph applies to User, any and all payment obligations of User under the License Agreement shall become immediately due, owing, and payable, without demand or any other action by Miraisens.
3. If User falls under any of the items set forth in Paragraph 1 of this Article 12, Miraisens may take Lock Measures for the Trial Version.
Article 13 (Survival)
Notwithstanding any other term or condition of the License Agreement, and regardless of the cause of termination of the License Agreement, the provisions of Articles 4 through 11, Article 12 Paragraphs 2 and 3, this Article 13, Article 14 , Article 15, Article 16 Paragraphs 2 and 3, and Articles 17 through 26 shall survive the expiration or termination of the License Agreement.
Article 14 (Export and Import Control)
User shall comply with laws, regulations, and rules that are related to export and import controls and are applicable to the Trial Version. User shall take all appropriate procedures under the export and import -related laws and regulations, including, but not limited to, obtaining export and import permits and authorizations from the appropriate government agency. Upon obtaining such permits and authorizations, User shall immediately notify Miraisens in writing (including by electronic means such as email) of obtaining such or completion, accompanied by a copy of such permit, authorization, or registration certificate. If requested, both parties agree to sign written assurances and other export and import-related documents to certify compliance with such export and import-related laws and regulations.
Article 15 (Force Majeure)
Miraisens shall not be liable to User for any delay or failure in performance of the License Agreement, if such delay or failure arises due to an event of Force Majeure.
Article 16 (Exclusion of Anti-Social Forces)
1. User represents and warrants that it, its agents and intermediaries are not currently Anti-Social Forces and that it does not fall under any of the following items, and will not fall under any of the following items in the future:
(a) Having a relationship deemed to give Anti-Social Forces control over management;
(b) Having a relationship deemed to give Anti-Social Forces substantial involvement in management;
(c) Having a relationship deemed to be an inappropriate use of Anti-Social Forces such as for the purpose of obtaining wrongful benefits for oneself or a third party, or for the purpose of causing damage to a third party;
(d) Having a relationship deemed to be involved in providing funds, etc., or convenience to Anti-Social Forces; and
(e) Having a socially reprehensible relationship with Anti-Social Forces or where one's directors or persons substantially involved in management have such a relationship.
2. In the event that, contrary to the representations and warranties in the preceding paragraph, User or its agents or intermediaries are found to be an Anti-Social Force or to fall under any of the items in the preceding paragraph, Miraisens may terminate the License Agreement without any notice to User and demand compensation for damages.
3. If Miraisens terminates the License Agreement in accordance with the preceding paragraph, User shall not make any claim for damages arising from such termination, and shall compensate Miraisens for any damages arising from such termination.
Article 17 (Prohibition of Assignment of Rights and Obligations)
User shall not assign, transfer, or use as collateral, in whole or in part, any of its rights or obligations under the License Agreement to any third party without the prior written consent (including by electronic means such as email) of Miraisens.
Article 18 (Personal Information)
Miraisens handles User’s personal information (meaning “personal information” as defined in the Act on the Protection of Personal Information) in accordance with Miraisens’ Privacy Policy.
Article 19 (Severability)
If any provision of the License Agreement is held to be invalid or legally unenforceable, the remaining provisions of the License Agreement and the remaining portion of any such provision not so affected shall remain in full force and effect.
Article 20 (Entire Agreement)
The License Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, whether oral or in writing.
Article 21 (No Waiver)
No failure or delay of one party to require performance by the other of any provision of the License Agreement shall in any way adversely affect such party's right to require full performance of such provision or any other provision. No waiver by one party of a breach of any provision of the License Agreement shall be considered to be a waiver by such party of any subsequent breach of such provision or any other provision.
Article 22 (Notice)
All notices required or permitted to be given under the License Agreement shall be in writing (including by electronic means such as email). Miraisens shall send notices to the email address entered by User in the prescribed form at the time of downloading the Trial Version, and Miraisens shall not be liable even if such notice does not reach User due to User’s responsibility. All notices shall be deemed to have been given on the day sent.
Article 23 (Amendment to these Terms)
Miraisens may, at its sole discretion, amend these Terms from time to time. Miraisens will make any such amendment known to User by posting the amended Terms on its website or by any other reasonable method.
Article 24 (Language)
These Terms have been drafted in Japanese, and any translation into another language is provided for reference purposes only. In the event of any discrepancy or inconsistency between the Japanese version and a version in any other language, the Japanese version shall prevail.
Article 25 (Governing Law)
1. The validity, interpretation, and enforceability of the License Agreement shall be governed by the laws of Japan, without giving effect to any choice of law rules.
2. In the event of any conflict between foreign laws, rules, and regulations, and Japanese laws, rules, and regulations, the Japanese laws, rules, and regulations shall prevail and govern.
3. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the License Agreement.
Article 26 (Dispute Resolution)
The Osaka District Court shall be the exclusive agreed court of jurisdiction in the first instance for any and all disputes, controversies, claims, or differences that may arise between the parties hereto, arising out of or in connection with the License Agreement or any breach thereof.
Established on February 20, 2026