Software License Agreement

This Software License Agreement (hereinafter this “Agreement”) stipulates terms and conditions of the grant of license to you (hereinafter “Customer”) to use NA-28USB Driver Software (hereinafter “Software”).

The Customer may download and use the Software if the Customer agrees to all terms and conditions of this Agreement.

1.Copyright
Rion Co., Ltd. (hereinafter “Company”) owns the copyright to the Software.  The Customer shall not have any right with regard to the Software other than the license granted herein by download of the Software.

2.Grant of License
The Company shall grant to the Customer nonexclusive and royalty free license to use the Software subject to the following terms and conditions:

    (1)　The Customer’s use of the Software shall be limited to a computer with the Software 　　            downloaded and installed for the sole purposes of remotely controlling the Sound Level            Meter and 1/3 octave band real-time analyzer NA-28 manufactured by the Company and            transferring data from such Sound Level Meter and 1/3 octave band real-time analyzer
           NA-28 to such computer.

    (2)　The Customer may download the Software only for use by the Customer.

    (3) 　The Customer may use the Software only on the computer onto which the Software is            downloaded and installed for the Customer’s use only.

    (4) 　The Customer shall not reverse engineer, reverse compile, or reverse assemble the   
         Software.

    (5) 　The Customer shall not copy, alter, reproduce, convert, or otherwise amend, or lend or            assign to a third party.

    (6)　The Software may be upgraded to an improved version by the Company at some future            time.  This Agreement shall be applicable to the improved version of the Software unless a            separate software license agreement is made.

3.Termination of License
This Agreement and License of the Software granted herein shall terminate without notice from the Company if The Customer breaches any provision of this Agreement.  The Customer shall stop using the Software and destroy all original and copies of the Software immediately after such termination of this Agreement.

4.Warranty

The Company does not warrant that the Software will perform, meet The Customer’s requirements, is error-free or any other warranty.

The Company shall not be liable for any damage suffered by the Customer directly or indirectly caused by the Customer’s use of the Software or failure to use the Software for any reason.

5.Waiver

The failure by either the Customer or the Company at any time to enforce its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement.

6.Entire Agreement

This Agreement constitutes the entire and exclusive agreement between the Customer and the Company and supersedes all existing written or oral agreements, representations or communications between the Customer and the Company relating to the Software.

7.Governing Law and Jurisdiction

This Agreement shall be governed and construed in accordance with the laws of Japan.
Tokyo District Court of Japan shall have exclusive jurisdiction with respect to all disputes arising from this Agreement between the Customer and the Company.