Software License Agreement
THIS LIMITED USE LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN CUSTOMERS AND PANASONIC HEALTHCARE CO., LTD. (“PANASONIC”). THIS LICENSE SETS FORTH THE TERMS AND CONDITIONS OF YOUR USE OF THIS SOFTWARE FOR THE BACTERIAL COUNTER (THE “PRODUCT”). BY CLICKING THE “AGREE” BUTTON, OR DOWNLOADING, INSTALLING, USING OR COPYING ALL OR ANY PORTION OF THIS SOFTWARE, CUSTOMERS ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF CUSTOMERS DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK “DISAGREE” BUTTON AND DO NOT DOWNLOAD, INSTALL, USE OR COPY THIS SOFTWARE. THIS SOFTWARE IS LICENSED ONLY TO CUSTOMERS, AND MAY BE USED BY CUSTOMERS ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS DESCRIBED BELOW.
This license covers the following:This software and related materials (hereinafter referred to as “related materials”) that are downloaded with this software.
This software includes files, code and programs, relating to this software. This software and any authorized copies that customers make are the intellectual property of and owned by Panasonic and/or its licensor(s). The structure, organization and code of this software are the valuable trade secrets and confidential information of Panasonic and/or its licensor(s). This software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. This License does not grant customers any intellectual property rights in this software and all rights not expressly granted to customers are reserved by Panasonic and/or its licensor(s).
(a) Panasonic hereby grants to customers a non-transferable and non-exclusive right and license to install and use this software on computers necessary for customer’s using the Product in accordance with the terms and conditions stated in this License. Customers acknowledge that customers are receiving only a LIMITED LICENSE TO USE this software and that customers shall obtain no title, ownership nor any other rights in or to this software nor in or to the algorithms, concepts, designs and ideas represented by or incorporated in this software. Customers may only use this software in conjunction with customer’s use of the Product. THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE.
(b) Customers are required to protect the confidentiality of this software. Customers may not distribute or otherwise make this software available to any third party, by transferring, time-sharing, selling, renting, leasing, granting a security interest, sublicensing, copying, reproducing, republishing, uploading, posting to a website, using the Internet or otherwise, without the prior written consent of Panasonic. Unless otherwise permitted by law, customers may not modify, upgrade, enhance, revise, adapt, translate, change, decompile, reverse assemble, reverse compile, reverse engineer or mechanically or electronically trace this software, or any copy thereof, in whole or in part, nor may customers attempt to do any of the foregoing. Customers may not assign, transfer, rent or otherwise furnish this software or this License to any other person without the prior written consent of Panasonic.
(c) Customers may not remove any copyright, trademark or other notice or product identification from this software and customers must reproduce and include in its entirety any such notice or product identification on any copy of this software. Customers may make one (1) copy of this software solely for backup/archival purposes.
(d) This License does not grant customers any right to any enhancements or updates to this software, nor any support services.
(e) This software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines.
(f) Customers may not send any harmful large quantity of electronic data, distribute any computer virus, nor otherwise use this software to offend public order and morals.
(g) Customers shall ensure that your employees and agents abide by the terms and conditions of this License. In the event customers become aware that this software is being used by such persons in a manner not authorized by this License, customers shall immediately notify Panasonic in writing of such fact, and customers shall immediately use best efforts to have such unauthorized use of this software immediately cease and to recover any copies of this software that were made in violation of this License.
(h) This software is protected by copyrights and other proprietary rights of Panasonic and/or its licensor(s). Customers may be held directly liable for any acts by customers or customer’s employees and agents who violate or infringe such rights or this License.
(i) This software may include third party software that is subject to other terms and conditions of a separate license agreement. Such other terms and conditions will supersede all or portions of this License in the event of a conflict with the terms and conditions of this License.
3. Term and Termination. All rights granted to customers under this License will automatically terminate if customers breach any of the terms and conditions of this License. In addition, either customers or Panasonic may terminate this Agreement for any or no reason at any time upon providing at least thirty (30) days written notice to the other party. Upon any termination of this Agreement, customers will promptly uninstall or remove this software from computers and return or destroy all software, Documentation or other intellectual property obtained from Panasonic pursuant to this License, including all copies thereof.
4. No Warranty. Customers expressly acknowledge and agree that this software and its use are provided to customers “AS IS” and without warranty of any kind. Panasonic does not warrant that the functions contained in this software will meet your requirements or that the operation of this software will be uninterrupted or error free. Panasonic assumes no responsibility for the accuracy of this software or for the results obtained by customers from this software. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANASONIC HEREBY DISCLAIMS ALL WARRANTIES, WHETHER ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, OR WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY WAIVED BY CUSTOMERS.
5. Limitation of Liability. PANASONIC AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF USE OF THIS SOFTWARE, PRODUCT OR ANY ASSOCIATED PRODUCTS, EQUIPMENT AND SOFTWARE, LOSS OR UNAVAILABILITY OF INFORMATION OR DATA, INTEROPERABILITY OR COMPATIBILITY ISSUES, COST OF CAPITAL, COST OF ANY SUBSTITUTE PRODUCTS, EQUIPMENT, SOFTWARE, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF ANY PARTY DEALING WITH CUSTOMERS, ARISING FROM OR IN CONNECTION WITH THIS LICENSE AND/OR THE DOWNLOADING, INSTALLATION, USE OR COPYING OF THIS SOFTWARE, EVEN IF PANASONIC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF PANASONIC AND ITS AFFILIATES AND SUPPLIERS TO CUSTOMERS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH THIS LICENSE AND/OR THE DOWNLOADING, INSTALLATION, USE OR COPYING OF THIS SOFTWARE EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMERS FOR THE PRODUCT. THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
6. Exports. Customers may not permit a foreign national to use or otherwise export or re-export this software except as authorized by relevant laws and regulations. In particular, but without limitation, this software may not be exported or re-exported (i) to anyone outside of your country without first obtaining a license from the relevant authorities in your country and, if applicable, the U.S. Department of Commerce or any other agency or department of the U.S. government, as required, (ii) into (or to a national or resident of) any country your authorities embargoed or any country which is prohibited from receiving exports of this software by the Security Council of the United Nations or, if applicable, (iii) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Department of Commerce’s Table of Denial Orders. By downloading, installing, using or copying this software, customers represent and warrant to Panasonic that customers are not located in, under the control of, or a national or resident of any such country or on any such list.
7. Notice to U.S. Government End Users. This software is a “commercial item”, as that is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in FAR 12.212 and DFARS 227.7202. Consistent with FAR 12.212 or DFARS 227.7202, as applicable, this software is licensed to U.S. Government end users as a commercial item, with only those rights as are granted to all other end users pursuant to the terms and conditions of this License.
8. Governing Law. This License shall be governed by the laws of Japan, without regard to its conflict-of-laws rules. This License shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Customers hereby consent to exclusive jurisdiction and venue of Tokyo District Court in Japan over all disputes relating to this License. If any provision of this License is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this License and the other provisions of this License shall remain in full force and effect.
9. Entire Agreement. Customers agree that this License is the complete and exclusive statement of the agreement between us, which supersedes any proposal or prior agreement, oral or written, and any other communications between us, relating to the subject matter of this License.