License Agreement (IBIS Models)
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 IBIS Data, including any accompanying explanatory written materials ("Data").
IF YOU ACQUIRE THIS DATA IN AUSTRALIA, SECTIONS 12-21 OF THIS DOCUMENT MAY APPLY TO YOU. SECTIONS 13 AND 16 DESCRIBE WHEN THESE SECTIONS MAY APPLY. SECTIONS 12-21 SET OUT MANDATORY STATUTORY PROTECTIONS WHICH CANNOT BE EXCLUDED UNDER LAW. WHERE INDICATED, OTHER TERMS IN THIS AGREEMENT ARE SUBJECT TO SECTIONS 12-21.
BEFORE ACQUIRING OR OTHERWISE USING THE DATA, 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 DATA.
Epson grants you a personal, non-transferable, limited, nonexclusive and worldwide license to use the Data as follows. The term "Data" shall include any upgrades, modified versions, additions and copies of the Data licensed to you by Epson and/or its licensors.
- to use, refer the Data to develop or design circuit board products used only with Epson's quartz crystal device ("Customer Products"); and
- If you desire to have any third party develop, design or manufacture the Customer Products, the above rights under subsection (a) shall include the right to sublicense to such third party. You shall ensure that such third party complies with the terms of this Agreement and you shall be liable and responsible for compliance with and any violation of the terms of this Agreement by such third party.
Except as expressly provided in this Agreement, you shall not (and shall not cause or authorize any third party to):
- modify, translate, amend, copy or otherwise use the Data in any manner other than permitted in this Agreement;
- use the Data for the development, design or manufacture of any products other than the Customer Products;
- attempt to reverse engineer, decompile or disassemble the Data;
- rent, lease, distribute, sublicense or lend the Data to any third parties as stand-alone products; and
- remove, add or alter any copyright, trademark, registered mark or other proprietary notices on any copies of the Data.
Ownership and Reservation of Rights.
Unless otherwise specifically granted herein, all title, ownership rights, and intellectual property rights in and to the Data shall remain with Epson and/or its licensors. The Data 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 Data and this Agreement shall not be construed as transfer of any rights in the Data.
Warranty Disclaimers and Indemnification.
- Warranty Disclaimers.Subject to Section 13 (which may apply to you if you acquire goods and services from Epson in Australia), YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE DATA IS AT YOUR OWN RISK. THE DATA 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 DATA. 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.
- Indemnification.Subject to Section 16 (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 Data.
Limitation of Liability.
Subject to Section 13 and/or 16 (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.
Subject to Section 16 (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 Data.
Effect of Termination.
Upon termination, you shall destroy or return to Epson the Data promptly.
Export Control Laws Compliance
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.
Subject to Section 16 (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.
Governing Law and General Provisions.
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 16 (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 Data, and supersedes any purchase order, communication, advertisement, or representation concerning the Data. 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 Data on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:
- if the Data is supplied to the Department of Defense (DoD), the Data is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Data and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and
- if the Data is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Data 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.
For the purpose of the following Sections 12-21 of this Agreement, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Acquiring Product as a Consumer.
If you acquire the Data 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 14 and 15.
Australian Consumer Law.
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.
Warranty Disclaimers and Indemnification.
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 DATA 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 DATA, AND (3) EPSON AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Acquiring Data under a Consumer or Small Business Contract.
(a) you are an individual and you acquire the Data 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 17-21 will apply to you.
Limitation of Liability.
Section 5 will not apply to you. The following section will apply instead of: Subject to Section 13, 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 INDIRECT, 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.
Section 4.b (Indemnification) will not apply to you.
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 Data. Upon termination, you must cease using the Data, and all copies thereof, must be immediately destroyed.
Section 8 (No Assignment)will not apply to you. The following section will apply instead of:
Neither party may assign, inherit, or set as collateral to a third party under the Terms of this Agreement, except with the prior written consent from the other party.
Governing Law and General Provisions.
The entire agreement set out in Section 10 (Governing Law and General Provisions) does not apply to you.