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Software License Agreement
To the Customer/User:
BEFORE USING THE SOFTWARE, PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) CAREFULLY. BY USING THE SOFTWARE YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE.
1. This Agreement is a legal agreement between you and Maxell, Ltd. (“Maxell”). This Agreement governs your rights and obligations regarding the software of Maxell, including application software and computer software, of Maxell, together with any updates/upgrades provided by Maxell, any printed, on-line or other electronic documentation for such software, and any data files created by operation of such software (collectively, the “Software”).
2. By downloading, installing or otherwise using the Software, you agree to be bound by the terms of this agreement.
3. Maxell may post the newest rules or notices respect to the Software (collectively, the “Newest Rules”) on Maxell designed website ("Maxell Website"). In the event of the provisions resulting in a conflict between this Agreement and the Newest Rules, the Newest Rules shall prevail.
1. During the term of this Agreement, Maxell grants to you a non-transferable, non-exclusive, and non-sublicensable license to use the Software, subject to the terms and conditions provided in this Agreement.
2. The Software are licensed, not sold, to you by Maxell for use only under the terms of this Agreement. Maxell expressly reserves all rights, title, interest (including, but not limited to, all intellectual property rights) in and to the Software that Maxell does not specifically grant to you.
3. Maxell has no any obligations to update, upgrade, or modify the Software, or to provide any technical support services relating to the Software.
4. Any Software in the Software having a separate end user license agreement shall be covered by such applicable separate end user license agreement in lieu of the terms of this Agreement to the extent required by such separate end user license agreement.
Copyright and any and all intellectual property rights of the Software shall at all times remain in Maxell and/or its licensors.
You may not or may not allow any third party to:
(1) use the Software for any business purposes;
(2) infringe the copyright and intellectual property rights of the Software;
(3) copy, revise, modify or translate the whole or a part of the Software;
(4) adapt, rent, lease, sublicense, distribute the Software;
(5) reverse engineer, decompile, disassemble, extract source code;
(6) make derivatives of all or part of the Software;
(7) remove, alter, cover or deface any trademarks or notices on the Software;
(8) modify or tamper with any digital rights management functionality of the Software;
(9) violate or conflict with this Agreement, or act against public; or
(10) do any other activities that Maxell deems inappropriate.
1. The Software is provided and licensed “as is”. Maxell makes no representation or warranty (express or implied) with respect to the Software, including without limitation, merchantability, fitness for a particular purpose and non-infringement of any third party rights.
2. Because that the Software is free Software, Maxell will not support for the Software and will not have any obligation for its support.
3. Maxell makes no warranties that the operation of the Software will be uninterrupted or error free.
4. If you access Maxell Website from the outside of Japan, you may not be able to download the Software.
1. UNDER NO CIRCUMSTANCES WILL MAXELL OR ANY OF ITS LICENSORS, BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT; LOST OR DAMAGED DATA; DOWNTIME; ANY OTHER COMMERCIAL OR ECONOMIC LOSS; OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON ANY THIRD PARTY SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
2. You agree to hold Maxell, Ltd. and its licensors, harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorney’s fees) arising out of or relating to any use of, or reliance on, any third party Software between you and third party.
3. If you fall under “consumer” specified in the Consumer Contract Act in Japan, this section shall not apply, in which case if the damage incurred by you is based on our default or tort, Maxell will be liable for damages to the extent that you incurred directly. Provided, however, that if the damage incurred by you is based on our intention or gross negligence, the limitation does not apply and Maxell will be liable for damages to the extent permitted by law.
1. You shall keep secrecy of information and documents provided by Maxell as confidential and shall use you only for the purpose of performance of this Agreement, regardless whether or not Maxell is designated as confidential. You shall not disclose such information to any third party without the prior written consent of Maxell. These obligations shall not apply to any of the following information.
(1) Information in the lawful possession of you prior to receipt from Maxell
(2) Information already in the public domain prior to this Agreement
(3) Information which comes into the public domain other than by breach of this Agreement
(4) Information developed by you without any connection with the information directly or indirectly
1. You should not assign, rent, lease, or lent, full of partial all copies, the Software to any third party without the prior written consent of Maxell.
2. You should not assign or/and pledge this Agreement or its right under this Agreement, or delegate its obligation under this Agreement without the prior written consent of the Maxell.
3. Maxell may assign this Agreement or its right under this Agreement or delegate its obligations under this Agreement to an Affiliate or to a successor in connection with the merger, consolidation, or sale of, all or any portion, of its business to which this Agreement relates.
4. Maxell, on its own responsibility, may delegate its obligations under this Agreement to any third party.
You shall NOT use the Software or any product used with the Software for any act that obstructs or diminishes the maintenance of international peace and safety.
In case of export, please check the Foreign Exchange and Foreign Trade Act in Japan, the Export Administration Regulations in the U.S. and any applicable export laws and regulations of the relevant country/region, and take the necessary procedures.
When you breach any provisions of this Agreement, Maxell may terminate this Agreement without the prior written consent of you, with immediate effect, and may demand you pay any damaged arising from violation by you.
1. This Agreement shall be in full force and in effect from the date of your consent until the occurrence of any of the following events:
(1) if you destroy the Software or uninstall the Software from the media from which the Software was download;
(2) if you stop the use of the Software on your own discretion;
(3) if Maxell terminates this agreement pursuant to Article 10.
2.Regarding of Article 7 and shall survive for a there (3) years from the end of this Agreement and Article 3, 5, 6, 8, 9, 10, 15, 16 and 17 shall survive the termination of this Agreement.
Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies, of the Software.
Maxell reserves this right to amend of the terms of this Agreement at its sole discretion by posting notice on Maxell Website as part of the process in which you obtain up grades/ update, if you don’t agree to the amendment, you should promptly contact Maxell for instructions. Your continued use of the Software after the effective date of any such notice shall be deemed your agreement to be bound by such amendment.
Matters not stipulated in this Agreement and any other ambiguities which arise in relation to this Agreement shall be settled through consultation in good faith by you and Maxell.
If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the validity of the remaining provision shall not be affected in any way. You and Maxell shall negotiate in good faith to replace the invalid or unenforceable provision by a provision closest possible to the original intent of the invalid or unenforceable provision.
This Agreement shall be governed by and construed in accordance with the laws of Japan without regard to the conflicts of law provisions of this Agreement.
All disputes, controversies or differences arising out of or in connection with this contract shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo.
Established: October, 1st, 2017
Revised: March, 27th, 2020