Effective Date: June 28, 2018
SEIKO EPSON CORPORATION

Software License Agreement

IMPORTANT! READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.

This software products, application software for devices and/or any accompanying explanatory written materials (the "Software") should only be installed or used by the Licensee ("you") on the condition you agree with SEIKO EPSON CORPORATION (including its affiliates, "EPSON") to the terms and conditions of this Agreement. By installing or using the Software, you are representing to agree with all the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, you are not permitted to install or use the Software. EPSON reserves all rights to modify this Agreement without prior notification to you or without your prior permission. The modified agreement shall be deemed accepted by you if you continue to use the Software, and such modified agreement shall be treated as the Agreement herein. In this Agreement, affiliates mean any corporation or entity of which EPSON owns, directly or indirectly, a majority of the assets or voting stock.

1. License.

EPSON grants you a personal, nonexclusive, limited license to
(i) install and use the Software on any single device;
(ii) make one copy of the Software for backup and archival purposes (For clarity, such backup and archival copy shall be treated as the Software herein); or
(iii) install and use the Software on the devices that you intend to use via network. In this case, you may allow other users of the devices connected to the network to use the Software, provided that you shall (a) ensure that all such users agree and are bound by the terms and conditions of this Agreement, (b) ensure that all such users use the Software only in conjunction with the devices and via the network of which they form part and (c) indemnify and hold harmless EPSON and/or its licensor against all damages, losses, costs, expenses and liabilities incurred as a consequence of such use by such users.

2. Limitations.

You shall use the Software in a manner permitted herein. You agree not to (i) modify, adapt, translate or make any derivative works from the Software and (ii) attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Unless otherwise provided herein, you shall not share, rent, lease, encumber, sublicense, lend or distribute the Software.

3. Third Party Software

The Software may contain third party's software ("Third Party Software", including open-source software). If the Software contains the Third Party Software, you shall review and comply with the terms and conditions applicable to such Third Party Software indicated at the end of this Agreement and/or attached to relevant Software before using the Software.

4. Digital Contents

The Software may contain images, illustrations, designs and photos (the "Materials"), and the copyright of the Materials belongs to EPSON or its licensor(s), and the Materials are protected by national and/or international intellectual property laws, conventions and treaties. You shall also abide by the following conditions in addition to the terms and conditions set forth herein.

  1. The Materials shall be used for the non-commercial purpose only.
  2. The Materials shall be edited, adjusted and copied in the manner designated by the Software only.
  3. You may use the Materials and printed Materials by using the Software only for lawful personal use, home use or as otherwise legally permitted.

5. Third Party Websites

You may, through hypertext or other computer links from the Software, gain access to websites and use certain services that are not under the control of or operated by EPSON, but rather are exclusively controlled and operated by third parties. These third party websites/services are subject to different terms and conditions. When you access and use third party websites/services, you will be legally bound by the terms and conditions of those websites/services. If there is a conflict between this Agreement and terms and conditions of third party websites/services, the third party websites'/services' terms and conditions will govern with respect to your access and use of those websites/services.

Although EPSON may provide a link to a third party website/service from the Software, such a link is not an authorization, endorsement, sponsorship or affiliation by EPSON with respect to such website/services, its content, its owners or its providers. EPSON provides such links for your reference and convenience only. Accordingly, EPSON makes no representations whatsoever concerning such websites/services. EPSON has not tested any information, products or software found on such websites/services and therefore cannot make any representations whatsoever with respect thereto. You agree that EPSON is not responsible for the content or operation of such websites/services, and it is up to you to take precautions to ensure that whatever you select is free of items such as viruses, worms, Trojan horses and other items of a destructive nature. You are solely responsible for determining the extent to which you may use any content at any other websites/services to which you link from this Software.

6. Ownership.

Any title, ownership, intellectual property rights and any other rights in and to the Software shall remain with EPSON. You shall not be granted any title, ownership, intellectual property rights or any other rights in and to the Software unless explicitly provided herein. The Software is protected by Japanese Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. You agree not to remove or alter any copyright and other proprietary notices on any copies of the Software.

7. Protection and Security.

You agree to use your best efforts and take all reasonable steps to safeguard the Software to ensure that no unauthorized person has access to it and that no unauthorized copy, publication, disclosure or distribution of the Software is made. You acknowledge that the Software contains valuable, confidential information and trade secrets and that unauthorized use and copy are harmful to EPSON. You shall hold in strict confidence the Software and any information obtained in connection with the Software.

8. No Warranty.

You acknowledge and agree that the use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. EPSON DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EPSON MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

9. Limitation of Liability.

IN NO EVENT WILL EPSON BE LIABLE TO YOU, 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 EPSON OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN THE EVENT LIMITATION OF LIABILITY HEREUNDER IS FOUND INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE AGGREGATE LIABILITY OF EPSON TO YOU FOR ANY DAMAGES OR LOSS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO EPSON IN CONSIDERATION OF THE SOFTWARE.

10. Termination.

Without prejudice to any other rights EPSON has, this Agreement shall immediately terminate without any notice upon failure by you to comply with its terms. You may also terminate this Agreement at any time by uninstalling and destroying the Software. For clarity, you shall not be released from any obligations imposed prior to the termination of this Agreement.

11. Export Restriction.

You agree not to transfer, export or re-export the Software and any data or information which you obtained from the Software or in connection with this Agreement without a proper license under Japanese law, restrictions and regulations or the laws of the jurisdiction in which you obtained the Software.

12. Governing Law and Severability.

This Agreement shall be governed by and construed under the laws of Japan without regard to its conflicts of law rules. If any provision herein is found invalid or unenforceable by a court of competent jurisdiction, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.

13. Transmission of Information.

As the result of your usage or the function of the Software, the Software may connect over the Internet and transmit information regarding EPSON's hardware, software or other data to and from other telecommunication devices or a server operated by or on behalf of EPSON. Any transmissions of such information to or from you will be in accordance with EPSON's Privacy Policy in the Software or in EPSON's Internet site accessed through the Software.

14. Updating Software Version.

The Software may have the ability to connect over the Internet to a server operated by or on behalf of EPSON or by EPSON's designated third party and to update the Software (i) automatically or (ii) with your consent in advance. Such updated Software shall be deemed to be the Software and be governed by this Agreement.

15. Entire Agreement.

This Agreement is the entire agreement between the parties with respect to the Software and supersedes any 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.

16. General Provisions.

  1. EPSON may change, modify or otherwise alter this Agreement in its sole discretion at any time with or without notice to you. You shall review this Agreement on a regular basis to acknowledge such changes. By using the Software after any such changes have been made, you are deemed to agree to comply with, and to be bound by, the modified Agreement.
  2. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms and conditions of this Agreement. In the event of a conflict between the Japanese version and any versions in other languages of this Agreement, the Japanese version shall prevail and govern.

17. U.S. 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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