End User Software License Agreement
End User Software License Agreement EmbSysRegView S1C17M02/03
Notice to User:
This is a legal agreement ("Agreement") between you (an individual or single entity, referred to hereinafter as "you") and Seiko Epson Corporation ("Epson") for the use of computer software for use with Epson semiconductor products, including any accompanying explanatory written materials (the "Software").
The Licensed Software may contain open-source software (pursuant to the definition by the Open Source Initiative). If there is a conflict between the terms and conditions of this Agreement and any terms or conditions applicable to any open-source software contained in the Licensed Software, the terms and conditions applicable to such open-source software shall prevail and govern.
BEFORE INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU MUST AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU AGREE, CLICK ON THE ACCEPT BUTTON BELOW. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE DECLINE BUTTON BELOW AND YOU WILL NOT BE ABLE TO DOWNLOAD THE SOFTWARE.
1. Development License.
Epson grants you a personal, non-transferable, limited, non-sublicenseable, nonexclusive and worldwide license to install the Software, and modify the Software in source code form (if supplied to you in source code form) and/or object code form solely to create a derivative work that is a single and specific computer application program in compiled, linked, executable form (your "Application Program").
- a. Modification of Source Code.
You may modify and compile the Software source code, but only to the extent that the Software has been supplied to you in source code form; provided that, you do not delete copyright notices. Epson and its licensors do not support modified source code.
- b. Limited License.
Any person who links, compiles, or edits code using the Software is considered a "Developer." The Software may be installed in a single operating system environment or workstation; and only used by you as the Developer, and then, only to develop internally a single Application Program.
2. Distribution License.
Epson also grants you a personal, non-transferable, limited, non-sublicenseable, nonexclusive and worldwide license to reproduce and distribute the Software only for use with Epson semiconductor products incorporated into your semi-finished or finished products.
3. Other Rights and Limitations; Security.
- a. Software.
The term "Software" shall include: (i) the software components and media; (ii) all derivative works and/or modified versions of the Software made by or for you, and all copies of the Software made by you; and (iii) any upgrades, modified versions, updates, additions and copies of the Software licensed to you by Epson and/or its licensors.
- b. Limitations.
Except as expressly provided in this Agreement, you may not (and may not cause or authorize any third party to) use, reproduce, distribute, modify, translate, amend or adapt the Software (or any part thereof) without the prior written permission of Epson. You agree not to attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software to the extent that it has been supplied to you in object code form. You may not rent, lease, distribute, sublicense or lend the Software to third parties. Further, you agree not to place the Software onto a server so that it is accessible via a public network such as the Internet.
4. Ownership and Reservation of Rights.
- a. Ownership.
All title, ownership rights, and intellectual property rights in and to the Software shall remain with Epson and/or its licensors. The Software is protected by Japanese Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. There is no transfer to you of any title to or ownership of the Software and this Agreement shall not be construed as a sale of any rights in the Software. You agree not to remove or alter any copyright, trademark, registered mark or other proprietary notices on any copies of the Software.
- b. Reservation of Rights.
Epson and its licensors reserve all rights not granted herein.
- c. Infringement or Threatened Infringement of Rights in the Software.
You shall promptly give notice to Epson up on becoming aware of any infringement or threatened infringement of, or challenge to, the intellectual property rights in and to the Software. You shall, at the request and expense of Epson, do all such things as may be reasonably required to assist Epson in taking or resisting any proceedings in relation to any such infringement, threatened infringement or challenge.
5. Third Party Technology.
You hereby acknowledge that the Software contains Third Party Technology, which will require additional licenses under third party intellectual property rights separate from this Agreement in order to exercise the licenses granted under this Agreement. You agree to, and shall, procure, at your own cost and expense, all necessary additional licenses for Third Party Technology under applicable third party intellectual property rights to ensure that you may exercise the rights granted under this Agreement without infringing any intellectual property rights protecting such Third Party Technology.
YOU ASSUME ALL EXPENSE, RISK AND LIABILITY IN PROCURING, OR FAILING TO PROCURE, ALL NECESSARY LICENSES OR OTHER RIGHTS IN CONNECTION WITH THE THIRD PARTY TECHNOLOGY.
For the purposes of this Agreement, "Third Party Technology" means the third party proprietary technology (including software), and any accompanying documentation, listed below, which are not licensed under this Agreement.
6. Warranty Disclaimers and Indemnification.
- a. Warranty Disclaimers.
You acknowledge and agree that the use of the Software is at your own risk.THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. EPSON AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY MODIFYING AND/OR USING THE SOFTWARE. EPSON AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Some states and/or jurisdictions do not allow the exclusion or limitation of implied warranties in certain circumstances; thus, the above limitations may not apply to you.
- b. Indemnification.
You agree to defend, indemnify and hold harmless Epson and its licensors from any claims, liabilities, damages, losses and expenses (including attorneys' fees), that arise or result from the creation and/or use of your Application Program, including any claim that your Application Program infringes the rights (including intellectual property rights) of third parties.
7. Limitation of Liability.
IN NO EVENT WILL EPSON AND ITS LICENSORS BE LIABLE TO YOU, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OR WARRANTY, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF EPSON, ITS LICENSORS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
In no event shall the cumulative liability of Epson and its licensors for any damages, regardless of the nature of the claim, exceed the amount paid by you for the Software. Some states and jurisdictions do not allow the exclusion or limitation of liability in certain circumstances; thus, the above limitation may not apply to you.
Without prejudice to any other rights Epson has, this Agreement and the licenses granted herein shall automatically terminate upon failure by you to comply with its terms. You may also terminate this Agreement and the licenses granted herein at any time by destroying the Software and all copies.
9. Export Restriction.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Japanese export regulations or any other export laws, restrictions or regulations.
10. Governing Law and General Provisions.
This Agreement shall be governed and construed under the laws of Japan, without regard to its conflicts of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. This Agreement is the entire agreement between the parties related 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 herein is found to be void or unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing signed by an authorized officer of Epson.