These Terms and Conditions (hereinafter referred to as the "Terms and Conditions") set forth the terms and conditions for the license of LAILA Co., Ltd. (hereinafter referred to a "LAILA") to use the Application Software "LA MUSEUM" (hereinafter referred to as the "Software") developed and provided by LAILA and the services provided by LAILA through the Software.
By instructing the server managed by LAILA to download the Software by operating the Equipment, you shall be treated as agreeing to all the provisions of this Agreement.

License Grant

1. LAILA grants you a personal, non-exclusive, non-transferable, and non-sublicensable limited right to install and use a copy of the Software on the Equipment for personal entertainment purposes (hereinafter referred to as the "License"). The rights granted to you by LAILA under this License are subject to the Terms and Conditions of this Agreement, and you may only use the Software and Services in compliance with all applicable Terms and Conditions.
2. This License shall take effect as of the date that you accept this Agreement.The Software is licensed to you under this License and is not sold to you, and this License does not grant any title or interest in the Software.

Terms of License

You may not do any of the following with respect to the Software or any part thereof.

• Use for commercial or advertising purposes
• Use on multiple devices at the same time.
• Copy, reproduce, distribute, display, or use in a manner not expressly authorized by this Agreement.
• Sell, lease, license, distribute, or assign
• Reverse engineer, extract source code, modify, translate, decompile, or any derivatives based on the above
• Delete, disable, avoid, or modify any notices or labels of proprietary rights or the security technology contained therein
• Create, develop, distribute, or use unauthorized software programs related to the Software
• Use to infringe third-party rights, including intellectual property rights, publicity rights, and privacy rights
• Use, export, or re-export in contravention of applicable law
• Act in such a way as to prevent other users from enjoying the Software in accordance with LAILA's intentions

Update and Batch

LAILA may provide patches, updates, or upgrades to the Software that must be installed for continued use of the Software or Services.

LAILA may update the Software without prior notification, and you agree to apply any patches, updates, or upgrades provided by LAILA.

LAILA may at any time modify, suspend, or restrict the user's access to the Software or the Services.

You acknowledge that the use of the Software or Services does not guarantee any economic benefit to you in any financial or other form with respect to the Software or the Services or the functions provided by them.
This includes, but is not limited to, rewards, customer status, and items within the service. LAILA does not have any maintenance or support obligations with respect to the Software or the Services.

Account

1. You must open an account by registering the information requested by LAILA before gaining access to the services provided by the Software.
2. User obligations with respect to opening account, account management, and any other matters related to the account handlings shall be as set forth in the LA MUSEUM Service Terms and Conditions (hereinafter referred to as the "Service Terms and Conditions"), in addition to those set forth in these Terms and Conditions.

Paid Content

1. To download or access some content in the Service or Software you need to pay fees as determined by LAILA.
2. A license to exhibitions, paid items and other paid content ("Paid Content") is granted only if you have paid the required fees, in a manner determined by LAILA.
3. LAILA may generate points that can be used to purchase paid content, tickets, and other valued data (hereafter referred to as "Point”).
4. Point may only be used by customers to whom LAILA has granted exclusive access, as determined by LAILA.
5. Point and Paid Content are licensed to you under this License and do not transfer ownership or confer any other exclusive rights or interest to you.
6. Neither Point nor Paid Content may be exchanged for monetary value with LAILA or any other person, except as required by applicable law. Point and paid content do not hold a value equivalent to fiat currency and cannot be used as a substitute of fiat currency. LAILA and relevant third parties are not obligated to exchange Point or paid content for fiat currency or other valuables. You agree that LAILA may, at any time, engage in actions affecting the purchase price or subjective value of the Point and the Paid Content, except as prohibited by applicable law.
7. All purchases of Point and Paid Content shall be final and non-refundable, non-transferable, and non-exchangeable under any circumstances, except as required by applicable law. LAILA may, at its sole discretion, limit the amount of Paid Content or Point, purchased, acquired, accumulated, redeemed, or used.
8. Except as prohibited by applicable law, LAILA shall have the authority, in its sole discretion, to manage, modify, discontinue, or exclude any access to or use of the Point or Paid Content by the user without prior notice. Except as prohibited by applicable law, LAILA shall retain all rights, title, and interest to Point and Paid Content. The License for Point and Paid Content under this License shall expire upon termination of this License and as otherwise provided herein.

Feedback

When providing feedback to LAILA, you grant LAILA a non-exclusive, fully paid, royalty-free, irrevocable, permanent, transferable, and sublicensable license for all purposes. This license allows LAILA to reproduce, distribute, modify the feedback, create derivative works, and utilize all existing and future means and modes of exploitation, irrespective of jurisdiction.

You waive and do not assert any rights, including personal and other related rights, with respect to the feedback you provided to LAILA.

You agree that LAILA shall not be obligated to credit or indemnify your contribution if LAILA makes use of your feedback.

You represent and warrant that you have sufficient right to grant LAILA and other related parties the foregoing rights for any feedback you provide to LAILA.

This includes, but is not limited to, intellectual property rights and other proprietary rights or individual rights.

LAILA or Licensor's Rights

LAILA and its licensors retain all title, interest, and intellectual property rights in and to the Software and Services.
All rights granted to you under this Agreement are licensed by an express license and do not confer on you exclusive control of any property or property rights or the like.

Disclaimer

1. The Software and Services will be provided on an "as is" and "as available" basis without any warranty. LAILA, its licensors, and affiliates make no warranties or representations (including express and implied), regarding the Software and Services, whether by law, custom, or business practices.
2. Without limiting the general principles of indemnification set forth in the preceding paragraph, LAILA, its licensors and affiliates do not warrant:
   1. the proper operation of the Software or Services
   2. the Software or Services satisfy user needs
   3. the absence of any bugs, errors, or malware that would interrupt the operation of the Software or Services under any circumstances.
   4. that any defects found in the Software or Services will be corrected in the future.
3. LAILA, its licensors, and affiliates do not warrant the continued, error- or virus-free, safe operation or access to the Software or Services.
4. Each of the preceding paragraphs shall apply to the fullest extent permitted by applicable law.

Limitation of Liability

1. To the fullest extent permitted by applicable law, neither LAILA, its licensors, their affiliates, or LAILA service providers (hereinafter collectively referred to as "LAILA-related parties") shall be liable for any loss of profits, indirect, incidental, consequential, special, punitive or exemplary damages, or for any delay in, failure to use the Software or Services, failure to use any functionality, or failure to function, arising out of or in connection with this Agreement or the Software or Services.
2. To the fullest extent permitted by law, the aggregate liability of LAILA-related parties arising out of or in connection with this Agreement or the Software or Services shall not exceed the total amount you have paid to LAILA for the Software during the twelve (12) months preceding the event in which such liability occurred.These limitations of damages apply even if no remedy provides adequate compensation in which such liability occurred.

Restrictions by Applicable Laws

1. Notwithstanding the Articles 8 and 9 above, in some countries, states, provinces or other jurisdictions, no specific warranty or liability limitation as set forth therein may not apply to you. In such jurisdictions, the disclaimers and limitations of the Articles 8 and 9 shall only apply to the maximum extent permitted by the laws of such jurisdiction.
2. You may have additional legal rights in the jurisdiction where you reside. Nothing in this Agreement shall prejudice any legal rights which one may have as a consumer of the Software or the Services.

Indemnification

1. You agree to indemnify LAILA, its licensors, affiliates and their officers, employees, or trustees against any damage, loss, or expenses (including attorneys' fees) arising out of or in connection with any breach of this Agreement or your act or omission in the use of the Software or Services.
2. In the event it is prohibited by law to assume the liability for compensation set forth in the preceding paragraph, the user shall bear the damage, loss, or expenses set forth in the preceding paragraph to the extent permitted by law.

Termination of Agreement

1. This Agreement (hereinafter referred to as the "Agreement") will automatically terminate without prior notice if you fail to comply with any of its terms, without limiting any other rights of LAILA. You may terminate this Agreement at any time by erasing the Software from the Equipment where the Software is installed. Upon termination, the License will automatically expire, and you will no longer be able to exercise any rights granted by this License. You must also destroy all copies of the Software in your possession.
2. Except to the extent required by law, all payments and fees are non-refundable under any circumstances, whether or not this Agreement is terminated.

Governing Law and Jurisdiction

1. You agree that this Agreement shall be governed by and construed in accordance with the laws of Japan. Any action or proceedings taken to fulfill the terms of this Agreement or to resolve any dispute shall be subject to the exclusive jurisdiction of the Tokyo District Court.
2. You hereby waive any right to an inconvenient forum and a jury trial.
3. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Waiver of class action

You agree not to bring or participate in any class or other collective action, civil attorney action, or group arbitration in connection with the Software or the Services or the Terms and Conditions.

You agree that no litigation or arbitration related to the Software, Services, or the Terms and Conditions will be linked to any other litigation or arbitration without the consent of all parties involved in this Agreement and any other litigation or arbitration.

Compliance with Export-Related Regulations

You represent and warrant to LAILA that you are not located in countries under an embargo by Japan, the United States, the EEA countries and the United Kingdom, or in the countries designated by these governments as terrorist sponsors (including equivalent designated countries of governments), and that you are not on the prohibition or restriction lists of these countries.

Amendment

LAILA may, at its discretion, change this Agreement, the Service Agreement, or the Privacy Policy at any time by posting it on its website or by providing digital access to the Software to the user.
If you are unable to accept the revised terms of each agreement, or Privacy Policy, you may terminate this Agreement by deleting the account, in which case you need to delete the Software immediately from the Equipment.
In the event that this Agreement, the Service Agreement, or the Privacy Policy are amended, your continued use of the software will be considered an acceptance and confirmation of the revised Agreement and Service Agreement and Privacy Policy.

Miscellaneous Provisions

1. These Terms and Conditions, along with the documents or information referred to herein, constitute the entire agreement between you and LAILA regarding the subject matter herein.
2. The original of this Agreement is in Japanese, and any translations are provided for reference purposes only. You hereby waive any rights you may have to document this Agreement in any other language under the applicable laws of your country
3. This Agreement regulates the rights and obligations of the Customer concerning the Software and Services. You may possess additional rights under the applicable laws and regulations in your jurisdiction. If the laws of your jurisdiction do not permit it, this Agreement will not alter your rights under those laws.
4. If any particular provision of the Terms and Conditions is held unenforceable by a court of competent jurisdiction, that provision shall be enforced only to the extent possible under applicable law and the remaining provisions of the Terms and Conditions shall survive and remain in force. Any act or withholding or delay in the exercise of any right by LAILA to exercise control under this Agreement shall not be deemed a waiver of any right or remedy exercisable in LAILA.