SZX-AR1 SOFTWARE LICENSE AGREEMENT
NOTE: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING SOFTWARE (AS DEFINED BELOW) PROVIDED EVIDENT CORPORATION (“EVIDENT”) UNDER THIS AGREEMENT. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE SOFTWARE MAY INCLUDE SOME PARTS LICENSED TO YOU BASED ON THE LICENSE AGREEMENTS OTHER THAN THIS AGREEMENT AND THE LICENSE AGREEMENTS FOR EVIDENT' SOFTWARE PRODUCT. IN SUCH CASE, THE LICENSE AGREEMENTS OR TERMS FOR SUCH PARTS SHALL TAKE PRECEDENCE OVER THIS AGREEMENT AND THE LICENSE AGREEMENTS FOR EVIDENT' SOFTWARE PRODUCTS.
By AGREEING THIS AGREEMENT, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT ON BEHALF OF THE CORPORATION OR ORGANIZATION WHICH YOU BELONG AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THEM TO THIS AGREEMENT. THEREFORE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE IF YOU CAN’T AGREE TO FOLLOWING TERMS AND CONDITIONS OR DON’T HAVE THE AVOVE AUTHORITY.
Section 1 (Software)
1. For the purpose of this Agreement, the Software shall mean the following software included in the SZX-AR1 system for Evident’ AR Microscope:
Software：SZX-AR1 Application Software
2. The Software may be modified or enhanced by Evident or its licensors for debugging, upgrading or any other purposes. The Software also includes such modified or enhanced version of the Software that may be provided to you with or without charge under the same name as the Software. You shall be granted to use only the latest version of the Software under this Agreement, and you shall not use the previous version of the Software after the Software has been modified or enhanced.
3. The Software is also protected by copyright laws, other intellectual property laws or regulations or International Treaty. All title, copyrights and any other intellectual propriety rights of the Software are owned by Evident or its licensors. In no event shall any right of the Software be assigned from Evident or its licensor to you.
4. You may make only one copy of the Software for purpose of backup. If you make the copy of the Software, you shall treat such copy the same as the Software.
Section 2 (Grant of License)
Subject to the terms and conditions of this Agreement, Evident grants to you a non- transferable, non-exclusive, revocable rights to use the Software during the term of this Agreement.
Section 3 (Condition of Install)
You shall install the Software into only computers which meet specification set forth in the manuals regarding SZX-AR1 (“Manuals”) for the Software and shall not install them into other computers.
Section 4 (Restrictions)
Unless this Agreement or the Manuals provide otherwise, you shall be prohibited from
- Using the Software on multiple computers concurrently;
- Copying or reproducing a whole or part of the Software for any purpose other than backup;
- Distributing, transferring, selling, leasing, assigning, publishing or any other providing a whole or part of the Software;
- Creating, distributing, transferring, selling, leasing, assigning, publishing or any other providing any derivative work of the Software;
- Granting any third party a license to use the Software or the any derivative work of the Software;
- Analyzing, reverse engineering, decompiling, modifying or disassembling the Software, DLL or any part of the Software or print out the Software; or
- Altering, erasing or defacing any copyright, warning and other notice on the Software.
Section 5 (Limited Warranty)
1. Evident warrants that any original disk on which the Software is recorded is free from substantial physical errors or defects that will materially interfere with the operation or functions of the Software within one (1) year after you purchase the Software or a product containing the Software. EVIDENT DOES NOT WARRANT THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. EVIDENT' EXCLUSIVE REMEDY SHALL BE REPLACEMENT OF SUCH A DISK WHICH DOES NOT MEET THE SAID LIMITED WARRANTY AND WHICH IS RETURNED TO EVIDENT WITH A COPY OF YOUR RECEIPT.
2. The Software includes (i) some Open Source Software; and (ii) other software whose source code is intentionally published (collectively “OSS”). OSS included in the Software shall be licensed and distributed to you subject to the terms and conditions applied to such OSS. Any part of this Agreement does not restrict, limit, change or alter your rights and obligations given or imposed by such terms and conditions of the OSS licenses. The warranty, indemnity and support for the Software under this Agreement shall not be applied to the OSS.
Section 6 (Waiver)
1. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED HEREIN, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE ACCURACY AND EFFECTIVENESS OF THE SOFTWARE IS ASSUMED BY YOU. EVIDENT AND ITS LICENSOR DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. EVIDENT AND ITS LICENSOR DO NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF THE SOFTWARE WILL BE INTERRUPTED OR ERROR FREE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE WITH THE COMBINATION OF ANY PRODUCTS SELECTED BY YOU.
2. IN NO EVENT SHALL EVIDENT AND ITS LICENSOR BE LIABLE FOR ANY
DAMAGES SUFFERED OR INCURRED BY YOU OR ANY OTHER THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE , INABILITY TO USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF EVIDENT OR ITS LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 7 (Indemnification)
You shall indemnify, defend and hold Evident and its licensor harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with the use of the Software or your breach of this Agreement. You shall promptly notify Evident of any such claim in writing when you become aware it.
Section 8 (Export Regulations)
You agree that you shall comply with the Japanese Government and/or any other government or any agent or authority, law, rule, order, regulation or requirement thereof (“Export Law”) and shall not intend to, or will not, ship or transmit directly or indirectly the Software, any technical data contained in the Software, and the materials relating thereto and its media to any country or destination prohibited by Export Law.
Section 9 (Effective Period)
1. This Agreement shall become effective as of the date when you start to download, install or use the Software or a product containing the Software.
2. Without prejudice to any other rights, Evident may immediately terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you shall stop using and destroy all the Software and all component parts of the Software.
3. Section 4, 5, 6, 7, 8 and 10 shall survive the expiration or termination of this Agreement
Section 10 (Governing Law and Arbitration)
1. This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to its conflict of laws provisions.
2. In the event that any dispute or difference occurs between Evident and you, arising out of or in connection with this Agreement, Software or breach of this Agreement, Evident and you shall promptly make endeavor to resolve such dispute or difference by mutual discussions. Should such dispute or difference continue to remain unresolved, any such dispute or difference shall be finally resolved by binding arbitration. The arbitration shall be held in Tokyo, Japan in accordance with the rules of the International Chamber of Commerce. The arbitration proceeding shall be conducted in Japanese language.