(“Elecom”). The Agreement authorizes You to use the Software specified in Clause 1 below, which may be stored on a CD-ROM or other physical media or downloaded from Elecom’s Web pages or Servers or from other sources under the terms and conditions set forth below. This is an agreement on end-user rights and not an agreement for sale. Elecom continues to own the copy right of the Software and the physical media contained in the sales package and any other copy that You are authorized to make pursuant to this Agreement.
Read this Agreement carefully before installing, downloading, or using the Software. By clicking on the “I Accept” button while installing, downloading, and/or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, promptly click the “I Do Not Accept” button, cancel the installation or downloading, or destroy or return the Software and accompanying documentation to Elecom. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. DEFINITION.
(a) “Affiliate” means any entity that is directly or indirectly controlled by or under common control with Elecom.
(b) “Force Majeure” means an earthquake, typhoon, epidemic, flood, windstorm, tide or any other act of god, war, riot, unforeseeable economic disaster, or any interruption or impediment in transportation or any other facilities, or any other event that is unforeseeable or unavoidable by or beyond the control of You and Elecom.
(c) “Party” means You or Elecom.
(d) “Software” means, collectively (i) the software product, (ii) all the contents of the disk(s), CD-ROM(s) or other media with which this Agreement is provided, including the object code form of the software delivered via a CD-ROM or Web page, (iii) digital images, stock photographs, clip art, or other artistic works (“Stock Files”), (iv) related explanatory written materials and any other possible documentation related thereto (“Documentation”), (v) fonts, and (vi) upgrades, modified versions, updates, additions, and copies of the Software (collectively “Updates”), if any, licensed to You by Elecom under this Agreement.
(e) “You” means the end user (either individual or an entity) of Elecom’s product with the Software who will be able to accept the terms and conditions of the Agreement.
2. END USER RIGHTS AND USE.
Elecom grants to You royalty free, non-exclusive, non-transferable and limited end-user rights to install the Software on the local hard disk(s) or other permanent storage media of one computer and use the Software on a single computer or terminal at a time.
3. LIMITATIONS ON END USER RIGHTS.
You may not copy, distribute, or make derivative works of the Software except as follows:
(a) You may make one copy of the Software on magnetic media as an archival backup copy, provided that Your archival backup copy is not installed or used on any computer. Any other copies You make of the Software are in violation of this Agreement.
(b) You may not use, modify, translate, reproduce, or transfer the right to use the Software or copy the Software except as expressly provided in this Agreement.
(c) You may not distribute, rent, lease, sublicense or otherwise transfer the Software to a third party, except upon a permanent transfer with the Elecom’s product attached to the Software; provided that: (a) all Software updates are included in this transfer, (b) you do not retain a copy of the Software, (c) the transferee agrees to be bound by the terms and conditions in this Agreement.
(d) You may not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Software (except to the extent that this restriction is expressly prohibited by applicable law) or create derivative works based on the Software.
(e) Unless stated otherwise in the Documentation, You shall not display, modify, reproduce, or distribute any of the Stock Files included with the Software. In the event that the Documentation allows You to display the Stock Files, You shall not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. Stock Files may not be used in any illegal manner. You may not register or claim any rights concerning with the Stock Files or derivative works thereof.
(f) You agree that You shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
(d) You shall prevent third parties from using the Software licensed to You.
(e) You may not remove any copyright notice or other marks or labels regarding intellectual properties from the Software and any other copy that You are authorized to make pursuant to this Agreement.
4. COPYRIGHT.
The Software and all rights, without limitation including proprietary rights therein, are owned by Elecom and/or its licensors and Affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Elecom and/or its licensors and Affiliates. You must not copy the Software, except as set forth in clause 3 (Limitations On End-User Rights). Any copies which You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software.
5.MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE LANGUAGE SOFTWARE / DUAL MEDIA SOFTWARE / MULTIPLE COPIES / UPDATES.
If the Software supports multiple platforms or languages, if You receive the Software on multiple media, or if You otherwise receive multiple copies of the Software, the number of computers on which all versions of the Software are installed shall be one computer. You may not rent, lease, sublicense, lend, or transfer versions or copies of the Software You do not use. If the Software is an Update to a previous version of the Software, You must possess valid end-user rights to such a previous version in order to use the Update, and You may use the previous version for ninety (90) days after You receive the Update in order to assist You in the transition to the Update. After such time You no longer have a right to use the previous version, except for the sole purpose of enabling You to install the Update.
6. COMMENCEMENT & TERMINATION.
This Agreement is effective from the first date You install the Software. You may terminate this Agreement at any time by permanently deleting, destroying, and returning, at Your own costs, the Software, all backup copies, and all related materials in your possession or control provided by Elecom or Elecom’s Agent. Your end-user rights automatically and immediately terminate without notice from Elecom if You fail to comply with any provision of this Agreement. In such an event, You must immediately delete, destroy, or return at Your own cost, the Software, all backup copies, and all related material to Elecom. If Elecom makes a request via public announcement or press release to stop using the copies of the Software, You will comply immediately with this request.
7. NO WARRANTY.
YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER ELECOM, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THERE IS NO WARRANTY BY ELECOM OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY ELECOM SHALL CREATE A WARRANTY OF ANY KIND OR INCREASE IN ANY WAY THE LIMITED WARRANTY, AND THE CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
8. NO OTHER OBLIGATIONS.
Elecom has no obligations other than as specifically and expressly set forth herein. Except as specified below, nothing contained herein shall be construed as granting any express or implied rights under any patents
9. LIMITATION OF LIABILITY.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELECOM, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ELECOM OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, ELECOM, ITS EMPLOYEES OR LICENSORS OR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE PRICE PAID BY YOU TO BUY THE PRODUCT ATTACHED TO THE SOFTWARE.
9.2 Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Nothing contained in this Agreement limits Elecom’s liability to You in the event of death or personal injury resulting from Elecom’s negligence. Elecom is acting on behalf of its employees and licensors or Affiliates for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this clause 9, but in no other respects and for no other purpose.
9.3 In the case of a Force Majeure event, neither Party shall be liable for any damage suffered by or any increase in expenses and losses incurred by the other Party caused by the inability of either Party to perform this Agreement or the delay by either Party in its performance of this Agreement.
10. TECHNICAL SUPPORT.
You agree that Elecom has no obligation to furnish You with any technical supports for the Software unless separately agreed in writing by and between You and Elecom.
11. EXPORT CONTROL.
The Software, including technical data, includes cryptographic software subject to export controls under the U.S. Export Administration Regulations (“EAR”) and may be subject to import or export controls in other countries. The EAR prohibits the use of the Software and technical data by a Government End User, as defined hereafter, without a license from the U.S. government. A Government End User is defined in Part 772 of the EAR as “any foreign central, regional, or local government department, agency, or other entity performing governmental functions; including governmental research institutions, governmental corporations, or their separate business units (as defined in part 772 of the EAR) which are engaged in the manufacture or distribution of items or services controlled on the Munitions List of the Wassenaar Arrangement, and international governmental organizations. This term does not include: utilities (telecommunications companies and Internet service providers; banks and financial institutions; transportation; broadcast or entertainment; educational organizations; civil health and medical organizations; retail or wholesale firms; and manufacturing or industrial entities not engaged in the manufacture or distribution of items or services controlled on the Munitions List of the Wassenaar Arrangement.)” You agree to strictly comply with all applicable import and export regulations and acknowledge that You have the responsibility to obtain licenses to export, re-export, transfer, or import the Software. You may not transfer the Software to any Government End User without a license.
12. APPLICABLE LAW & GENERAL PROVISIONS.
12.1 This Agreement is governed by and construed in accordance with the laws of Japan. All disputes arising from, in connection with or relating to this Agreement shall be settled at the Osaka District Court in Japan as the court with exclusive jurisdiction. If any provision of this Agreement is found void and unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement may only be modified by a writing signed by an authorized officer of Elecom, although Elecom may vary the terms of this Agreement.
12.2 This Agreement is the entire agreement between Elecom and You relating to the Software, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications, or advertising relating to the Software.
PLEASE SUBMIT ANY ACCOMPANYING REGISTRATION FORMS TO RECEIVE REGISTRATION BENEFITS WHERE APPLICABLE
Version 1.01 (2010)
