End User License Agreement (EULA) of MCP Server for Enterprise Architect

IMPORTANT: PLEASE READ THIS END-USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE ADD-IN SOFTWARE PRODUCT (THE "SOFTWARE") PROVIDED BY SPARX SYSTEMS JAPAN CO., LTD. ("LICENSOR").

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ("END USER" OR "YOU") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND DELETING ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION.

>1. LICENSE GRANT

1.1. The Software is licensed, not sold, to You. Subject to Your strict compliance with all terms and conditions of this Agreement, Licensor grants You a non-exclusive, non-transferable, revocable, and limited license to install and use the Software on devices owned or controlled by You solely for Your internal business or personal purposes.

1.2. You may not rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Software or this license to any third party.

1.3. All rights not expressly granted to You under this Agreement are reserved exclusively by Licensor.

>2. INTELLECTUAL PROPERTY AND OWNERSHIP

2.1. You acknowledge that the Software (including but not limited to any source code, libraries, updates, documentation, designs, and user interfaces) is the sole and exclusive property of Licensor, and is protected by copyright laws and international treaty provisions.

2.2. You shall not remove, alter, or obscure any proprietary notices, copyright marks, trademarks, or labels on or within the Software.

>3. LICENSE RESTRICTIONS

You agree that You will not, and will not permit any third party to:

Copy, modify, adapt, translate, or create derivative works of the Software.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code of the Software.
Use the Software for any unlawful purpose or in any manner that violates applicable laws or regulations.
Circumvent or bypass any technological protection measures in the Software.

>4. NO FEE, NO SUPPORT, AND NO MAINTENANCE

4.1. The Software is provided to You free of charge.

4.2. Licensor is under no obligation to provide any maintenance, technical support, updates, patches, bug fixes, or upgrades for the Software. Any updates or modifications provided by Licensor in its sole discretion shall be deemed part of the Software and governed by this Agreement.

>5. DISCLAIMER OF WARRANTIES

5.1. To the maximum extent permitted by applicable law, the software is provided to you "as is" and "as available", with all faults and defects, and without warranty of any kind.

5.2. Licensor expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing, course of performance, usage, or trade practice.

5.3. Without limitation to the foregoing, licensor makes no warranty, undertaking, or representation of any kind that the software will meet your requirements, achieve any intended results, be compatible or work with any other software (including host applications and operating systems), operate without interruption, meet any performance or reliability standards, be error-free, or that any errors or defects can or will be corrected.

>6. LIMITATION OF LIABILITY AND ASSUMPTION OF RISK

6.1. The entire risk as to the quality, performance, and use of the software is borne solely by you.

6.2. To the maximum extent permitted by applicable law, in no event shall licensor or its suppliers be liable for any special, incidental, indirect, consequential, or punitive damages whatsoever (including, but not limited to, damages for loss of profits, loss of data, business interruption, loss of privacy, or any other pecuniary loss) arising out of or in any way related to the use of or inability to use the software, even if licensor has been advised of the possibility of such damages.

6.3. Notwithstanding any damages that you might incur, the entire liability of licensor under any provision of this agreement and your exclusive remedy for all of the foregoing shall be strictly limited to the amount actually paid by you for the software.

>7. THIRD-PARTY COMPONENTS AND HOST PLATFORMS

The Software is an add-in product designed to operate within Sparx Systems Enterprise Architect (gHosth). You acknowledge and agree that Licensor is not responsible for the performance, availability, or compatibility of the host, operating systems, or third-party services. Your use of the host or services is subject to such third parties' respective terms and conditions, and You access and use them entirely at Your own risk.

>8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Licensor and its parents, subsidiaries, affiliates, officers, employees, agents, and partners from and against any and all claims, demands, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use or misuse of the Software; (b) Your violation of this Agreement, any law, or regulation; or (c) Your violation of any third-party rights.

>9. TERM AND TERMINATION

9.1. This Agreement remains in effect until terminated by You or Licensor.

9.2. You may terminate this Agreement at any time by completely uninstalling, deleting, and destroying all copies of the Software in Your possession or control.

9.3. Licensor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately and automatically, without notice from Licensor, if You fail to comply with any term or condition of this Agreement.

9.4. Upon termination of this Agreement, You must immediately cease all use of the Software, uninstall it, and delete or destroy all copies of the Software and related documentation in Your possession or control.

>10. GOVERNING LAW AND JURISDICTION

This Agreement, and any dispute arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Japan, excluding its conflicts of law rules. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Yokohama District Court as the court of first instance.

>11. MISCELLANEOUS

11.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to achieve its original intent to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect.

11.2. No failure or delay by Licensor to exercise any right or power under this Agreement shall operate as a waiver of that right or power, nor shall any single or partial exercise of any right or power preclude further exercise of that or any other right or power.

11.3. This Agreement constitutes the entire agreement between You and Licensor regarding Your use of the Software and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.

11.4. Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is made, Licensor may provide notice via its website or other appropriate means. By continuing to access or use the Software after such revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Software.