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Software License Agreement

Notice to User:

This is a legal agreement (“Agreement”) between you (an individual or legal entity, referred to hereinafter as "you") and Seiko Epson Corporation ("Epson") for the use of software for Epson’s evaluation board of Real Time Clock Module, including any accompanying explanatory written materials ("Software").


BEFORE ACQUIRING OR OTHERWISE USING THE SOFTWARE, YOU MUST AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU AGREE, CLICK ON THE ACCEPT BUTTON BELOW. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO ACQUIRE AND USE THE SOFTWARE.

SOFTWARE LICENSE AGREEMENT

  1. License:

      2. Epson grants you a personal, non-transferable, limited, nonexclusive and worldwide license to use the Software as follows. The term “Software” shall include any upgrades, modified versions, additions and copies of the Software licensed to you by Epson and/or its licensors.
      a. to use, refer the Software with Epson’s Evaluation Board to evaluate the feasibility of adopting Epson’s Real Time Clock Module products(“Epson products”) for your products(“Customer Products”), and/or to troubleshoot Epson products in the Customer products(collectively “Purposes”).


  2. Limitations:

      3. Except as expressly provided in this Agreement, you shall not (and shall not cause or authorize any third party to):
      a. modify, translate, amend, copy or otherwise use the Software in any manner other than permitted in this Agreement;
      b. use the Software for any purpose other than Purposes defined as above;
      c. attempt to reverse engineer, decompile or disassemble the Software;
      d. rent, lease, distribute, sublicense or lend the Software to any third parties as stand-alone products; and
      e. remove or alter any copyright, trademark, registered mark or other proprietary notices on any copies of the Software.

  3. Ownership and Reservation of Rights.:

      4. Unless otherwise specifically granted herein, all title, ownership rights, and intellectual property rights in and to the Software shall remain with Epson and/or its licensors. The Software is protected by Japanese Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. There is no transfer to you of any title to or ownership of the Software and this Agreement shall not be construed as transfer of any rights in the Software.


  4. Warranty Disclaimers and Indemnification.:

      5. a.Warranty Disclaimers. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. EPSON AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EPSON AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Some states and/or jurisdictions do not allow the exclusion or limitation of implied warranties in certain circumstances; thus, the above limitations may not apply to you.
      b. Indemnification. You agree to defend, indemnify and hold harmless Epson and Epson’s affiliates and its licensors from any claims, liabilities, damages, losses and expenses (including attorneys' fees), that arise or result from (i) your breach of the terms and conditions of this Agreement or (ii) any disputes with third party (including those related to intellectual property rights) in relation with your use of the Software.

  5. Limitation of Liability.:

      6. IN NO EVENT WILL EPSON AND ITS LICENSORS BE LIABLE TO YOU, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OR WARRANTY, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF EPSON, ITS LICENSORS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

  6. Termination.:

      7. Without prejudice to any other rights Epson has, this Agreement and the licenses granted herein shall automatically terminate upon failure by you to comply with its terms. You may also terminate this Agreement and the licenses granted herein at any time by destroying the Software.

  7. Effect of Termination. :

      8. Upon termination, you shall destroy or return to Epson the Software promptly.

  8. Export Control Laws Compliance. :

      9. You shall comply with all applicable export laws, restrictions, and/or regulations of Japan, the United States or any other applicable foreign agency or authority. You will not export or re-export, or allow the export or re-export of any product, technology or information you obtain or learn of pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions and/or regulations.

  9. No Assignment. :

      10. Other than expressly provided herein, you shall NOT assign or otherwise transfer any rights and obligations hereunder, or this Agreement, to any third party without the prior written consent of Epson.

  10. Governing Law and General Provisions.:

      11. This Agreement shall be governed and construed under the laws of Japan, without regard to its conflicts of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. This Agreement is the entire agreement between the parties related to the Software, and supersedes any purchase order, communication, advertisement, or representation concerning the Software. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives. If any provision herein is found to be void or unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.

    Note for Government End Users.:

      If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:

      (ⅰ) if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and

      (ⅱ) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.




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