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Technical Note / White Paper

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 RTC Module, including any accompanying explanatory written materials ("Software").


IF YOU ACQUIRE THE SOFTWARE IN AUSTRALIA, SECTIONS 11-19 OF THIS DOCUMENT MAY APPLY TO YOU. SECTIONS 12 AND 15 DESCRIBE WHEN THESE SECTIONS MAY APPLY. SECTIONS 11-19 SET OUT MANDATORY STATUTORY PROTECTIONS WHICH CANNOT BE EXCLUDED UNDER LAW. WHERE INDICATED, OTHER TERMS IN THIS AGREEMENT ARE SUBJECT TO SECTIONS 11-19.

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 RTC 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. Subject to Section 12 (which may apply to you if you acquire goods and services from Epson in Australia), 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. Subject to Section 15 (which may apply to you if you acquire goods and services from Epson in Australia), 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. Subject to Sections 12 and/or 15 (which may apply to you if you acquire goods and services from Epson in Australia), 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. Subject to Section 15 (which may apply to you if you acquire goods and services from Epson in Australia), 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. Subject to Section 15 (which may apply to you if you acquire goods and services from Epson in Australia), 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. Subject to Section 15 (which may apply to you if you acquire goods and services from Epson in Australia), 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.

    THE FOLLOWING SECTIONS 11-19 OF THIS DOCUMENT MAY APPLY TO YOU IF YOU ACQUIRE GOODS OR SERVICES IN AUSTRALIA (SEE SECTIONS 12 AND 15 FOR FURTHER INFORMATION AS TO WHEN THESE SECTIONS APPLY)

  11. Definitions.:

      12. For the purpose of the following Sections 11-19 of this Agreement, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

  12. Acquiring Software as a Consumer.:

      13. If you acquire the Software in Australia as a consumer under the Australian Consumer Law, which can include individuals or businesses or other entities of any size, this Agreement is subject to the following Sections 13 and 14.

  13. Australian Consumer Law.:

      14. Nothing in this Agreement applies where it would exclude, restrict or modify any right or remedy you may have under the Australian Consumer Law if such right or remedy cannot lawfully be excluded, restricted or modified.
      Notwithstanding anything to the contrary in this Agreement, if you acquire goods (other than goods acquired for the purpose of resupply) and services from Epson as a consumer, they come with statutory guarantees under the Australian Consumer Law that are not excluded by any other terms of this Agreement.
      The statutory guarantees include (without limitation) the following:
      Goods must be of acceptable quality. This means they must:
      - be safe;
      - be free from defects;
      - be acceptable in appearance and finish;
      - do all the things someone would normally expect them to do;
      - match any demonstration model or sample;
      - be fit for the purpose which Epson has represented to you it would be fit for;
      - match the description of the goods given by Epson; and
      - meet any express warranty given by Epson to you at the time of your purchase about their performance, condition and quality.
      Services provided by Epson must:
      - be provided with due care and skill or technical knowledge;
      - be fit for the purpose or give the results that have been agreed to; and
      - be delivered within a reasonable time when there is no agreed end date.

      To the extent that Epson fails to comply with a consumer guarantee applicable to you under the Australian Consumer Law you are entitled to the remedies as set out in the Australian Consumer Law. For major failures with the service, you are entitled:
      - to cancel your service contract with Epson; and
      - to a refund for the unused portion, or to compensation for its reduced value.

      You are also entitled to choose a refund or replacement for major failures with goods.
      If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.
      You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

  14. Warranty Disclaimers and Indemnification.:

      15. 14.1 Section 4 (a) (Warranty Disclaimers) will not apply to you. The following section will apply instead:

      EXCEPT THAT NOTHING IN THIS CLAUSE EXCLUDES, RESTRICTS OR MODIFIES ANY WARRANTIES, GUARANTEES, RIGHTS OR REMEDIES WHICH CANNOT BE EXCLUDED UNDER THE AUSTRALIAN CONSUMER LAW: (1) THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, (2) EPSON AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, AND (3) EPSON AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

      14.2 Section 4 (b) (Indemnification) will not apply to you.

  15. Acquiring Software under a Consumer or Small Business Contract.:

      16. If:

      (a) you are an individual and you acquire the Software wholly or predominantly for personal, domestic or household use or consumption; or

      (b) this agreement constitutes a small business contract (as that term is defined in the Australian Consumer Law from time to time),

      then the following Sections 16-19 will apply to you.

  16. Limitation of Liability.:

      17. Section 5 will not apply to you. The following section will apply instead of:

      Subject to Section 12, IN NO EVENT WILL A PARTY AND ITS LICENSORS BE LIABLE TO THE OTHER PARTY, 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 THE PARTY, ITS LICENSORS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

  17. Termination.:

      18. Section 6 (Termination) will not apply to you. The following section will apply instead:

      Without prejudice to any other rights of the parties, each party may terminate this Agreement, effective on notice to the other party, if the other party fails to comply with this Agreement. You may also terminate this Agreement and the licenses granted herein at any time by destroying the Software and all copies.

  18. No Assignment.:

      19. Section 9 will not apply to you. The following section will apply instead of:

      Other than expressly provided herein, no party shall assign or otherwise transfer any rights or obligations hereunder, or this Agreement, to any third party without the prior written consent of the other party.

  19. Governing Law and General Provisions.:

      20. The entire agreement set out in Section 10 (Governing Law and General Provisions Grant of License) does not apply to you.

    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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