SOFTWARE LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. 
BY CLICKING “ACCEPT” OR BY USING THIS SOFTWARE, THE USER ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

This Software License Agreement (hereinafter referred to as this "Agreement") applies to the use of the Software (defined below) provided by Seiko Instruments Inc. (hereinafter referred to as “SII”) or any of its subsidiaries to the customer (hereinafter referred to as the "User") whether downloaded from the website of SII or any of its subsidiaries, or received by email or other media. 

1. DEFINITION OF SOFTWARE
The "Software" means the software for SII thermal printers (hereinafter referred to as "SII Printers") that SII or any of its subsidiaries provides free of charge, regardless of recording media types or data types in which it is delivered.

2. GRANT OF LICENSE 
Subject to the terms and conditions of this Agreement, SII grants to the User a non-exclusive, non-transferable right and license, free of charge, to use the Software as follows:
(1) Use with SII Printers
The right to use the Software on the User's electronic equipment solely for using the SII Printers that are compatible with the Software.
(2) Integration into User Systems
The right (i) to integrate the Software into a system designed for and compatible with SII Printers, which is built by the User; and (ii) to supply such systems to its customers and sublicense to them the right to use the Software solely as an integral part of those systems.
(3) Integration into User software and distribution
The right (i) to integrate the Software into software developed by the User (such software hereinafter referred to as the “User Software”), in the course of its development; (ii) to distribute the Software, in object code form only, as integrated into the User Software solely for use together with SII Printers; and (iii) to sublicense the Software incorporated in the User Software to the User Customers, directly or indirectly, solely for use as an integral part of the distributed the User Software, and only in connection with such distribution.

All rights granted above are subject to the following conditions:
(a) The User and the User Customers shall comply with all applicable third-party license terms and open-source license requirements included in the Software.
(b) Any rights granted to the User Customers shall be subject to the same conditions and limitations as set forth in this Agreement and such third-party licenses.
(c) The User shall ensure that any required notices, license texts, or source code availability obligations under applicable open-source licenses are fulfilled when supplying systems or the User Software to the User Customers.
(d) All sublicenses granted under (2) and (3) shall be non-exclusive, non-transferable, and limited to the scope expressly permitted herein.

3. RESTRICTIONS
3.1. The User shall not reproduce the Software and accompanying or related materials outside the scope of the license granted in the preceding Article.
3.2. The User shall not modify the Software.
3.3. The User shall not reverse-engineer, decompile or disassemble the Software, or otherwise attempt to derive the source code of the Software, except to the extent that such prohibitions are unenforceable under applicable law.
3.4. The User shall not delete or alter the trade name, trademark, logo, etc. of SII or any third party displayed on the Software or any accompanying or related materials.

4. OPEN-SOURCE COMPONENTS
This Software may include or be accompanied by certain open-source components licensed under separate terms. A list of such components and their applicable licenses is provided in the accompanying documentation, such as a manual, README file, header file, notification file, or other similar document, or may be displayed as a URL displayed within the application interface. To the extent any open-source license grants the User rights or imposes obligations that conflict with this Agreement, the open-source license terms shall prevail for that component only. The User shall comply with all applicable license terms, except to the extent expressly permitted by those terms or required by mandatory law.

5. THIRD-PARTY SOFTWARE
This Software may include third-party proprietary software components licensed to SII by their respective owners. The User’s use of such third-party software is subject to this Agreement and the applicable license terms provided in the accompanying documentation, such as a manual, README file, header file, notification file, or other similar document, or may be provided as a URL displayed within the application interface. The User shall comply with all applicable license terms, except to the extent expressly permitted by those terms or required by mandatory law.

６. OWNERSHIP
6.1. All patent rights, copyrights, and other intellectual property rights in the Software and accompanying documentation or related materials belong to SII, or to third parties from whom SII have obtained licensing rights. The license to use the Software granted under this Agreement shall not be construed to transfer any rights related thereto to the User.
6.2. Except as expressly provided in this Agreement, nothing in this Agreement shall be construed as granting the User any rights such as patent rights, copyrights, or any other intellectual property rights owned by SII or any third party.

7. TERM
This Agreement shall become effective on the date the User begins to use the Software, and shall be effective until any of the following events occurs:
(1) The User terminates the use of the Software by providing a written notice to SII;
(2) SII terminates this Agreement due to failure of the User to comply with the terms and conditions of this Agreement; or
(3) SII terminates this Agreement pursuant to the provisions of Article 8.

8. TERMINATION
If a third party claims or is likely to claim that the Software infringes on its patent rights, copyright, or other property rights, SII may terminate this Agreement by giving notice to the User or by posting such notice on the SII’s website at least 30 days prior to the termination.

9. SPECIFICATION CHANGES
SII may, at SII’s discretion, change the specifications of the Software without prior approval of the User or prior notice to the User.
SII shall not be liable for any damage incurred by the User or any third party as a result of such specification changes of the Software.

10. DISCLAIMER of WARRANTIES, LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SII MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM DEFECTS.

IN NO EVENT SHALL SII BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF SII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

Nothing in this Article shall limit any mandatory statutory rights that the User may have under applicable law.

11. BREACH OF THIS AGREEMENT
The User shall be liable for damages caused by the User’s breach of any terms of this Agreement and shall compensate SII for any damages suffered by SII as a result of such breach.

12. OBLIGATIONS UPON TERMINATION OF THIS AGREEMENT
If this Agreement is terminated, the User shall destroy the Software, its copies  and all materials supplied with the Software, so that they may not be used by anyone.

13. PRIORITY
If there are any other agreements with different terms and conditions from those of this Agreement between the User and SII or SII’s distributor(s), this Agreement shall take prevail.

14. EXPORT CONTROL
The Software may be subject to U.S. and other government export control regulations. The User shall comply with all applicable laws, regulations, rules, and governmental orders relating to export control or re-export control or economic or trade sanctions of any country, regarding the Software.

15. SEVERABILITY 
If any material provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of the remainder of this Agreement, and such invalid provision shall be deemed to have been deleted from this Agreement.

16. GOVERNING LAW, JURISDICTION
This Agreement shall be construed in accordance with the laws of Japan without regard to its conflict of laws principles. 
Any and all disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

17. CONTROLLING TEXT
The governing language of this Agreement shall be English. If a translation hereof is made for reference purposes, only the English original shall have the effect of a contract, and such translation shall have no effect.
