Software License Agreement

Note: Please read the following software license agreement (to be referred to as the "Agreement") carefully.  

This Agreement is made between Kanematsu Corporation (to be referred to as "Kanematsu ") and the user (to be referred to as the “User”) for use of software (including but not limited to manuals, printed matter and so forth, and to be collectively referred to as the "Software) provided with this Agreement by the User for the purpose of using the applicable Kanematsu's printer (to be referred to as the "Printer").  

The User shall be deemed to have agreed the terms and conditions of this Agreement either by taking an action that indicates "Consent" or by using the Software.  The User may use the Software subject to agree the terms and condition of this Agreement.  

1. License
(1) Kanematsu shall grant non-exclusive license to the User for the use of the Software (including any or all of the cases of installing the Software onto a computer storage medium, displaying on a computer, accessing or running the Software) in computer(s) (to be referred to as the "Designated Computer System") connected either directly or connected via a network to the Printer for the purpose of using the Printer.  The User may cause the computer user(s) to use a computer connected via a network to the Designated Computer System on condition that said computer user(s) observe the obligations and terms of the Agreement and fully liable for the performance of such.  
(2) The User may make one reproduction of the Software as a backup for using the Software on the basis of clause (1) above.  
(3) With the exception of that stipulated in clauses (1) and (2) above, any and all of intellectual property rights of Kanematsu or licensor of Kanematsu, whether express or implied, shall not be transferred or licensed to the User by this Agreement.  

2. Restrictions on Use
(1) The User shall not allow the Software to be used by a third party by sublicense, transfer, sales, circulation, lease, loan or any other method.  
(2) The User shall not revise, modify, decompile, disassemble or perform any other form of reverse engineering on all or any portion of the Software.  The User shall also not allow such actions to be taken by a third party.  

3. Title
Title and ownership relating to the Software shall be retained by Kanematsu or a licensor of Kanematsu.  

4. Copyright Markings
The User shall not alter, remove or delete any copyright markings of Kanematsu or a licensor of Kanematsu contained in the Software.  

5. Disclaimer and No-Warranty
(1) The Software is licensed on an "as is" basis.  Kanematsu, affiliates of Kanematsu and their agents or vendors shall not make any warranty, whether express or implied, including warranty of product feasibility or suitably to a specific purpose, with respect to the Software.
(2) Kanematsu, affiliates of Kanematsu Corporation and their agents or vendors shall not be liable, as recognized by applicable laws, for any damages incurred due to the use or inability to use the Software (referring to all damages, including, but not limited to, lost profit and other consequential or incidental damages).  This sub-clause shall apply similarly even if Kanematsu, affiliates of Kanematsu Corporation and their agents or vendors were informed of the possibility of said damages.  
(3) Kanematsu Corporation, affiliates of Kanematsu Corporation and their agents or vendors shall not bear any liability regarding any and all disputes arising between the User and a third party caused by or related to use of the Software.

6. Export
The User shall not export, either directly or indirectly, all or any part of the Software without obtaining the required approval from the Japanese government or related foreign governments.  

7. Term of Agreement
(1) This Agreement shall come into effect at the time the User agrees this Agreement, and shall remain in effect until terminated in accordance with clause (2), (3) or (4) below.  
(2) The User may terminate this Agreement by discarding and erasing the Software and all of its reproductions.
(3) This Agreement shall terminate immediately when the User has violated any of the terms of the Agreement.
(4) If the Agreement has been terminated as result of clause (3) above, the user shall promptly discard or erase the Software and all of its reproductions.

8. 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 items 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.  The manufacturer is Canon Finetech Inc., 717 Yaguchi, misato-shi, Saitama 341-8527, Japan.  

9. Severability
Should any provision of this Agreement be held unenforceable or in conflict with the applicable law, all other provisions hereof shall nevertheless continue in full force and effect. 

10. Governing Law
This Agreement shall be interpreted and governed by the laws of Japan.

11. Arbitration
All disputes, controversies or differences which may arise between Kanematsu and the User hereto, out of, in relation to or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.  The language of the arbitration shall be English.  The award rendered by the arbitrator(s) of such arbitration shall be final and binding upon Kanematsu and the User hereto and may be entered into any court having jurisdiction thereof. 


Kanematsu Corporation
