Canon Electronics Inc. SOFTWARE LICENSE AGREEMENT IMPORTANT - READ BEFORE DOWNLOADING OR USING. This is a license agreement between you and Canon Electronics Inc., having its place of business at 1248 Shimokagemori, Chichibu-shi, Saitama 369-1892, Japan (“CEI”), with respect to software and its associated electronic or online manuals, text, image, graphic, and other data, if any, which are provided to you with this SOFTWARE LICENSE AGREEMENT(“Agreement”). SUBJECT TO YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU CAN DOWNLOAD AND USE THIS SOFTWARE. YOU AGREE TO USE THIS SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. Article 1. Definitions 1.1 The term “Software” as used herein shall mean software products including, but not limited to application, driver, firmware and control tool which are licensed by CEI. In case that update and/or version-up made pursuant to Section 5.1 below, they shall also be included in the Software. 1.2 The term “Target Products” as used herein shall mean certain scanner products made by CEI which are adaptable to the Software. Article 2. License Grant and Restrictions 2.1 Subject to the terms of this Agreement, CEI hereby grants a personal, non-transferable, non-exclusive license to use the Software; “ use ” as used herein shall mean storing, loading, installing, accessing, executing or displaying the Software in your computer or the Target Products. 2.2 This Software may include third party’s software (“ Third Party Software ”). In this case, you agree to comply with all applicable licensing terms and obligations of the Third Party Software with use of this Software. 2.3 You shall not, nor shall it allow any third party to disassemble, de-compile, reverse engineer or otherwise reduce any object code contained in the Software to a human perceivable form unless licensing terms of the Third Party Software requires to permit actions set forth above at portion of this Software. 2.4 Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted for any patent, utility model, design patent or design registration, copyright, know-how, trade secret, trademark or other intellectual property rights and any application of the foregoing of CEI and/or its licensor. Article 3. Copyright and Patent Notices. You shall not, nor shall it allow any third party to remove, modify, or obscure any copyright, trademark or patent notices that appear in or on the Software delivered to you by or on behalf of CEI. Article 4. Ownership Right, title and interest in and to the Software shall be vested in CEI or its licensors. Article 5. Support and Maintenance 5.1 CEI shall have no obligation to provide support, update or version-up of the Software; provided however, CEI may, at its sole discretion, provide such support, update or version-up. 5.2 CEI shall not be responsible to you for any support or maintenance with respect to the Software. Article 6. Disclaimer of Warranty and Limitation of Liability 6.1 THE SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS WITHOUT ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND CEI, ITS LICENSORS, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS (COLLECTIVELY “CEI PARTIES”) MAKE NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. CEI PARTIES DO NOT ASSUME ANY LIABILITY REGARDING THE USE OF THE SOFTWARE, NOR MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE. SOME STATES OR LEAGAL JURISDICTION DO NOT ALLOW THE DISCLAIMER, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. 6.2 IN NO EVENT SHALL CEI PARTIES BE LIABLE FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS, EVEN IF CEI PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR LEAGAL JURISDICTION DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 6.3 IN NO EVENT SHALL CEI PARTIES BE LIABLE FOR ANY CLAIM, SUIT OR DISPUTE BROUGHT BY A THIRD PARTY ALLEGING THAT THE SOFTWARE USE THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF SUCH THIRD PARTY. 6.4 CEI PARTIES SHALL NOT TAKE ANY RESPONSIBILITY ABOUT COMPENSATION OR WARRANTY THAT YOU GRANTED FOR OTHER THIRD PARTIES REGARDING THE SOFTWARE. CEI PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGE INCURRED TO YOU WITH RESPECT TO DELAY OR CANCELLATION OF RELEASE OF THE PRODUCTS. Article 7. Term and Termination 7.1 This Agreement is effective upon your acceptance hereof, or downloading and using of the Software, and remains in effect until terminated. You may terminate this Agreement by destroying the Software including any and all copies thereof or you cease using the Target Products installed the Software. This Agreement may also be terminated if you fail to comply with any of its terms and conditions. Upon termination for any reason whatsoever, you shall immediately destroy or erase all copies of the Software including any Software stored on the hard disk of any computer in your possession, power or control. In addition, CEI is entitled to exercise any contractual or legal rights, powers or remedies it may have. 7.2 Notwithstanding anything herein contained to the contrary Sections 2.2 through 2.4, Articles 4 through 6, and Section 8.3, 8.5 through8.7 shall survive any termination or expiration hereof. Article 8. Miscellaneous 8.1 Each Party shall comply with applicable export control laws and regulations of the country involved for its export or distribution of any commodity, software and technical data or information. 8.2 This Agreement constitutes the entire agreement and understanding between the Parties on the subject matter hereof, and supersedes and replaces all prior written or oral discussions and negotiations between the Parties regarding such subject matter. Neither Party shall be bound by any conditions, definitions, warranties nor representations, other than as expressly provided herein. 8.3 You shall not assign this Agreement and any of its rights or obligations under this Agreement without the prior written consent of CEI, and purported assignment without such consent shall have no force or effect. 8.4 In the event that any of the provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect. The Parties shall then endeavor to replace such invalid or unenforceable provision with a clause which is the closest to the contents of such invalid or unenforceable provision. 8.5 No delay or omission in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. 8.6 The validity, performance and construction of this Agreement shall be governed by and interpreted in accordance with the laws of Japan. Any dispute concerning any question of fact or law arising under this Agreement or its performance which is not disposed of by agreement between the parties shall be decided by the Tokyo District Court. 8.7 Headings to Articles hereof are to facilitate reference only, do not form a part hereof, and shall not in any way affect the interpretation or construction hereof. Article 9. U.S. Government restricted rights notice The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users shall acquire the Software with only those rights set forth herein. Manufacturer is CANON ELECTRONICS INC./1248, Shimokagemori, Chichibu-shi, Saitama 369-1892, Japan. The word "Software" in this section shall mean the "Software" in this agreement. End
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