Epson Software Licence Agreement

READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.
THIS DOWNLOAD CONTAINS COMPUTER PROGRAMS, DOCUMENTATION AND OTHER MATERIAL PROPRIETARY TO SEIKO EPSON CORPORATION AND/OR ITS SUPPLIERS ("EPSON"). THIS DOWNLOAD IS SUBJECT TO THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT").

BY DOWNLOADING THIS SOFTWARE OR IF YOU OTHERWISE INSTALL OR USE ANY PART OF THIS DOWNLOAD, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE CONSENTING TO BE BOUND BY, AND YOU HAVE BECOME A PARTY TO, THIS AGREEMENT.

1. License

EPSON grants you a personal, nonexclusive, royalty-free, non-sublicensable limited license to install and use the Software (as defined below) on any single computer, or any replacement for that computer. You may also make copies of the Soft ware as necessary for backup and archival purposes, provided that the copyright notice is reproduced in its entirety on the backup copy. The term "Software" shall include the software components, media, all copies made by you and any upgrades, modified versions, updates, additions and copies of the Software licensed to you by EPSON. EPSON and its suppliers reserve all rights not granted herein.

2. Other Rights and Limitations

You agree not to modify, adapt or translate the Software. You also agree not to attempt to reverse engineer, decompile, disassemble or otherwise attempt to disc over the source code of the Software. You may not share, rent, lease, transfer, encumber, sublicense or lend the Software. You may, however, distribute the Software only to third parties who purchase from you EPSON products or application software for EPSON products, only when the Customers agree to the terms and condition of this Agreement.

3. Ownership

Title, ownership rights, and intellectual property rights in and to the Software and any copies thereof shall remain with EPSON. There is no transfer to you of any title to or ownership of the Software and this License shall not be construed as a sale of any rights in the Software. The Software is protected by Japanese Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. Except as otherwise provided in this Agreement, you may not copy the Software. You also agree not to remove or alter any copyright and other proprietary notices on any copies of the Software.

4. Protection and Security

You agree to take all reasonable steps to safeguard the Software to ensure that no unauthorized person has access to them and that no unauthorized copy, publication, disclosure or distribution of any of the Software is made. You acknowledge that the Software contains valuable, confidential information and trade secrets, that unauthorized use and copying are harmful to EPSON, and that you have a confidentiality obligation as to such valuable information and trade secrets. This Article shall survive for a period of five (5) years from the date of termination of this Agreement.

5. Warranty Disclaimer

You acknowledge and agree that the use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFINGEMENT OF THE RIGHTS OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION RIGHTS UNDER PATENT, COPYRIGHT AND TRADE SECRETS). FURTHER, EPSON DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS (A) THAT THE SOFTWARE WILL BE FREE FROM BUGS OR ERRORS, OR (B) THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, OR (C) THE SOFTWARE'S PERFORMANCE OR RESULTS, OR (D) THAT ANY DOCUMENTATION IS CORRECT, ACCURATE OR RELIABLE.
Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above limitations may not apply to you.

6. Exclusion of Indirect Damages

IN NO EVENT SHALL EPSON BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPCT TO ANY SUBJECT MATTER OR THIS AGREEMENT WHETER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABLITY, BREACH OF WARRANTY, OF MISREPRESENTATION FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS; OR ANY MATTER BEYOND EPSON'S REASONABLE CONTROL.
Some jurisdictions do not allow the exclusion or limitation of direct or indirect damages, so the above exclusion may not apply to you.

7. Termination

Without prejudice to any other rights EPSON has, this Agreement shall automatically terminate upon failure by you to comply with its terms. Within thirty (30) days after termination, you shall delete, and cease to use, the Software and any copies thereof from all hardware. You may also terminate this Agreement at any time by uninstalling and destroying the Software and all copies thereof.

8. Export Restriction

You agree not to transfer, export or re-export the Software and any data or information which you obtained from EPSON or use the Software without a proper license under applicable Japanese laws, restrictions and regulations, or the applicable laws of the jurisdiction in which the Software is obtained.

9. General Provisions

This Agreement shall be governed and construed under by the laws of Japan without regard to its conflicts of law rules.
This Agreement is the entire agreement between the parties with respect to the Software, and supersedes any purchase order, communication, advertisement, or representation concerning the Software.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives.
If any provision or portion thereof shall be unenforceable or invalid under any applicable law, then this Agreement shall not be rendered unenforceable or invalid as a whole, and such provision or portion thereof shall be changed to the minimum extent possible and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision or portion thereof within the limits of applicable law.
This Agreement may only be modified in writing signed by an authorized officer of EPSON; provided that, EPSON shall be entitled to modify this Agreement at any time, with or without notice to you. If you do not agree to such modifications, you may terminate this Agreement pursuant to Section 7 above.
Any dispute brought by you relating to or arising out of this Agreement, which cannot be resolved through mutual negotiation, shall be subject to arbitration in Tokyo, Japan in accordance with the Rules of the Japan Commercial Arbitration Association. You must file said arbitration no later than six (6) months from the date the dispute arose.

10. U.S. Government End Users

If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:
(i) if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and
(ii) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR.