IMPORTANT–PLEASE READ CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE
THIS
SOFTWARE LICENSE AGREEMENT (HEREINAFTER "AGREEMENT") IS A LEGAL
CONTRACT BETWEEN YOU, THE PERSON OR ENTITY DOWNLOADING THIS SOFTWARE,
AND RION CO. LTD. (HEREINAFTER "RION"). RION LICENSES RATHER THAN SELLS
COPIES OF THIS SOFTWARE. The applicable software includes (a) the
original software you properly download; and (b) any updates, upgrades,
maintenance releases, and/or supplements ("Improvements") that Rion may
provide to you or make available to you after the date that you obtain
the original software (except to the extent that such Improvements are
accompanied by a separate license agreement or terms of use
(collectively, the “Rion Software”). THE RION SOFTWARE THAT YOU
DOWNLOAD IS OWNED BY RION AND GOVERNED BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT. THE RION SOFTWARE IS PROTECTED BY COPYRIGHT LAWS,
INTERNATIONAL COPYRIGHT TREATIES, AND OTHER INTELLECTUAL PROPERTY LAWS
AND TREATIES. YOU MUST TREAT THE RION SOFTWARE LIKE ANY OTHER
COPYRIGHTED MATERIAL.
BY DOWNLOADING, USING OR OTHERWISE
ACCESSING OR USING THIS RION SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN RION IS UNWILLING
TO LICENSE THE RION SOFTWARE TO YOU. IN SUCH CASE, YOU MAY NOT DOWNLOAD
OR OTHERWISE ACCESS OR USE THIS RION SOFTWARE.
1. Grant of License
Subject to the terms and conditions of this
Agreement, Rion hereby grants you a limited, non-exclusive,
non-transferable license to download, install, execute, and use one
copy of the Rion Software on a single computing device. You are
prohibited from copying, altering, reproducing, converting, and/or
otherwise amending the Rion Software for any reason whatsoever, without
Rion’s prior, express, written permission. You are also prohibited from
sublicensing, renting, lending, time sharing, or leasing the Rion
Software.
2. Ownership of the Rion Software
The Rion Software is licensed
to you, not sold. All ownership of, and all associated right, title,
and interest in and to, the Rion Software and the proprietary,
confidential, and trade secret information, techniques, and technology
embodied and/or contained in it shall be retained by Rion. This
Agreement grants you only a limited right to use the Rion Software as
provided in this Agreement. This Agreement does not grant you any
rights to source code or to patents, copyrights, trade secrets,
trademarks, or any other rights with respect to the Rion Software. Rion
reserves all rights in the Rion Software not expressly granted to you
in this Agreement.
3. Proprietary Information.
You acknowledge that, in addition
to material and elements that are protected by copyright law, the Rion
Software embodies or contains confidential and commercially valuable
information and trade secrets that are proprietary to Rion and
protected by law ("Confidential Information"). Confidential Information
may include, but is not limited to, source and object code, program
architecture, program flow information, design definitions, design
specifications, data structures, data compilations, techniques,
interfaces, calculations, symbologies, formulas, algorithms, and other
features of the Rion Software.
You agree that, in order to protect the Confidential Information
from inappropriate use and disclosure, neither you nor any person that
is given access to the Rion Software by you will decompile,
disassemble, reverse engineer, or modify the Rion Software, except with
the express written permission of Rion and strictly in accordance with
such permission. You agree to keep any and all Confidential Information
that you uncover strictly confidential.
4. Access.
You agree not to disclose or provide access to the
Rion Software or Confidential Information to any person or entity,
except on a need-to-know basis to employees. You agree to use your best
efforts to ensure that all persons having access to the Rion Software
and any Confidential Information protect them from unauthorized use,
copying, and disclosure.
5. Effective Date.
This Agreement is effective from the date
you download the Rion Software and will remain in force until
terminated as provided in this Agreement.
6. Term and Termination
This Agreement shall remain in effect
until terminated by you, by Rion, by operation of the terms hereof, or
otherwise by operation of law. You may terminate this Agreement at any
time by destroying any and all copies of the Rion Software in your
possession or control. This Agreement and your associated license to
use the Rion Software shall otherwise terminate upon the earliest
occurrence of any of the following events: (a) a breach by you of any
term, provision, or obligation of this Agreement; or (b) any
assignment, transfer, or disposition of the Rion Software by you,
except as expressly provided herein, or as otherwise expressly
authorized in writing by Rion. On termination of this Agreement for any
reason, you shall immediately destroy all original and copies of the
Rion Software.
7. Export Restrictions.
Japanese export laws, rules, and
regulations apply to the Rion Software because it was developed in
Japan. The Rion Software may not be exported, accessed, downloaded, or
redistributed in any form in or to any country prohibited by Japanese
export laws, rules, or regulations, or to residents or nationals of any
such countries. You agree that you will comply with all applicable
national and international laws that apply to the Rion Software,
including but not limited to Japanese export laws, rules and
regulations. By accessing, installing, and/or otherwise using the Rion
Software, you represent and warrant to Rion that you are not restricted
from receiving Japanese products and agree to comply with all
applicable Japanese export laws, rules, and regulations and all host
country import laws, rules, and regulations.
8. Maintenance and Support.
This Agreement does not entitle you
to any support or maintenance services for the Rion Software, including
without limitation releases of the Rion Software that correct errors or
defects in the Rion Software or that contain enhancements to the Rion
Software.
9. No Warranty
RION MAKES NO WARRANTY, PROMISE, OR
REPRESENTATION REGARDING THE RION SOFTWARE. TO THE MAXIMUM EXTENT
PERMITTED BY LAW RION PROVIDES THE RION SOFTWARE “AS IS” AND WITH ALL
FAULTS, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ANY AND ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES (IF ANY) OF
MERCHANTIBILITY, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A
PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, OF ACCURACY OR
COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK
OF VIRUSES, OR OF LACK OF NEGLIGENCE, OTHER THAN THOSE WARRANTIES THAT
ARE IMPLIED BY LAW AND INCAPABLE OF EXCLUSION, RESTRICTION, OR
MODIFICATION. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET
ENJOYMENT, OR QUIET POSSESSION. THE TERMS OF ANY IMPLIED WARRANTIES
THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW IS LIMITED TO THIRTY
(30) DAYS OR TO ANY SHORTER PERIOD PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RION
BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, EVEN
IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE),
MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF
WARRANTY OF RION, AND EVEN IF RION HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF RION FOR ANY DAMAGES
TO LICENSEE OR TO ANY OTHER PERSON OR ENTITY EXCEED THE PRICE PAID FOR
THE LICENSE TO USE THE RION SOFTWARE, REGARDLESS OF THE FORM OF THE
CLAIM OR THE THEORY OF LIABILITY. NO RION AGENT, EMPLOYEE, OR OTHER
REPRESENTATIVE IS AUTHORIZED TO MODIFY OR ADD TO THIS LIMITED WARRANTY
IN ANY MANNER.
10. Hazardous Uses
The Rion Software is not intended or designed
for use in connection with any application requiring fail-safe
performance, including but not limited to the operation of nuclear
power facilities, air traffic control or navigation systems, weapons
control systems, life support systems, or any other system whose
failure could lead to injury, death, environmental damage, or mass
destruction. You shall agree that you will not use or allow others to
use the Rion Software for any such purpose. You shall agree to fully
and completely indemnify and hold Rion harmless from and against any
claims, damages, and/or losses, of any nature whatsoever, arising from
or relating to your use of the Rion Software in any prohibited
application.
11. Waiver
No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this
Agreement, or to exercise any right or remedy consequent upon a breach
thereof, shall constitute a waiver of any such breach or of any other
covenant, agreement, term, or condition.
12. Rights and Remedies.
No right or remedy herein conferred
upon or reserved to Rion is exclusive of any other right or remedy, at
law or in equity, but each such remedy shall be cumulative of every
other right or remedy now or hereafter existing.
13. Governing Law and Jurisdiction
This Agreement shall be
exclusively governed by and construed under the laws of Japan. The
Tokyo District Court shall have exclusive jurisdiction of any and all
disputes arising out of or relating to this Agreement. In the event of
any dispute, the prevailing Party shall be entitled to recover its
costs and reasonable attorney’s fees, including without limitation
costs and fees on appeal or other review.
14. Severability.
If any provision in this Agreement is
determined by a court of competent jurisdiction to be void, invalid,
unenforceable, or illegal, that provision shall be construed, limited,
modified or, if necessary, severed, to the extent necessary to
eliminate its invalidity, unenforceability or illegality, and the other
provisions of this Agreement shall remain unaffected and continue in
full force and effect.
15. Entire Agreement
This Agreement sets forth the entire understanding and agreement
between you and Rion and supersedes all prior communications,
proposals, representations, and/or agreements, whether written or oral,
express or implied, with respect to the Rion Software or any other
subject matter covered by this Agreement.
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