This software program (the “Program”) and the accompanying on-line read-me and help files (the “Documentation”) are licensed, not sold, to you by SIGMA Corporation (“Licensor”). The term “Program” shall also include any updates of the Program licensed to you by Licensor and its licensors. Subject to the terms of this Agreement, you have a personal, nontransferable, nonexclusive and non-sublicensable right to use the Program solely for your personal or internal business purposes, and not for any further resale, re-license or other use by third parties. You may use this Program on any computer owned by you or under your control which is located in Japan, the United States and its territories or any other country to which this Program is legally exported. You agree to prevent and protect the contents of the Program and Documentation from unauthorized disclosure or use. Licensor and its licensors reserve all rights not expressly granted to you. Licensor’s licensors are the intended third party beneficiaries of this license agreement and have the express right to rely upon and directly enforce the terms set forth herein.
Limitation on Use.
You agree not to
（１） assign, transfer, lease, rent or engage in any time-sharing of the Program.
（２） alter or modify the Program, in whole or in part.
（３） modify or create any derivative work of the Program, in whole or in part or.
（４） reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code, the underlying ideas, algorithms, structure or organization of the Program in whole or in part. You shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Licensor or its licensors on or in any Program or Documentation.
You may not sublicense, assign, delegate, rent, lease, time-share or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void.
The Program and related Documentation are copyrighted by Licensor and its licensors. You may only copy the Program (or this license) for use by you on computers which are owned by you or under your control. You may make one copy of the Documentation and print one copy of any on-line documentation or other materials provided to you in electronic form for each permitted copy of the Program. Any and all other copies of the Program and any copy of the Documentation made by you are in violation of this license.
You agree that all rights, title and interest in and to the Program and Documentation including all intellectual property rights thereto belong to Licensor and its licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Program and Documentation or to any related patents, copyrights, trademarks or other intellectual property. Licensor and its licensors retain all right, title and interest in and to the Documentation and all copies and the Program at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. All content accessed through the Program is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.
Term and Termination.
This license is effective upon your using the Program until terminated. You may terminate this license at any time by destroying the Program and Documentation and any permitted copies. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Program and Documentation, or return the original Program and Documentation to Licensor, together with any other material you have received from Licensor in connection with the Program. At the termination of this Agreement, Licensor shall not refund any payment of the Program you have made. You may not make a claim against Licensor, its licensor, subsidiaries, distributors or dealers for the refund of the payment of the Program.
LICENSOR AND ITS LICENSORS PROVIDE THE PROGRAM AND THE DOCUMENTATION “AS IS” AND SPECIFICALLY DISCLAIM ANY WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. All risk of quality and performance of the Program and the Documentation is with you, the licensee. Should the Program prove defective, you, and not the Licensor nor its licensors, shall assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. However, if the Program is provided on a CD-ROM, then the CD-ROM storing the Program shall be warranted only against defective material for a period of ninety (90) days after purchase as evidenced by your sales receipt and the warranty card. During the ninety (90) day warranty period, your sole remedy for a defective CD-ROM shall be replacement of the same without charge when returned at your expense. This limited warranty does not apply if the failure of the CD-ROM results from accident, abuse or misapplication of the Program and shall not extend to anyone other than you.
LIMITATION OF REMEDIES.
IN NO EVENT WILL LICENSOR NOR ITS LICENSORS, ANY OF LICENSOR’S SUBSIDIARIES, DISTRIBUTORS, OR DEALERS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE PROGRAM INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF LICENSOR, ITS LICENSORS OR AN AUTHORIZED LICENSOR DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NEITHER LICENSOR, NOR ANY OF LICENSOR’S SUBSIDIARIES, DISTRIBUTORS OR DEALERS SHALL HAVE ANY OBLIGATION TO INDEMNIFY YOU AGAINST ANY CLAIM OR SUIT BROUGHT AGAINST YOU BY A THIRD PARTY.
This license will be governed by the laws of Japan, without reference to conflicts of laws principles. All controversies and disputes arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court in Tokyo, Japan. The United Nations Convention on Contracts for the Sale of Goods does not apply to this license.
The Program, in whole or in part, and the underlying information and technology may not be downloaded or otherwise exported or reexported,
（１） to any countries, either directly or indirectly, without necessary permission of the Japanese government or other applicable government.
（２） into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods.
（３） to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Program, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
U.S. Government End Users
The Program is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire only those rights in the Program and the Documentation that are provided by this Agreement.
No Other Agreements.
This Agreement constitutes the entire agreement between the parties with respect to the Program and the Documentation, and supersedes any other written or oral agreement.
If any part of this Agreement is found void and unenforceable by any law or court, such provision shall be null and void. However, all the remaining part of the agreement shall remain in full force and effect.
JURISDICTION SPECIFIC EXCEPTIONS TO TERMS ABOVE
Limited Warranty for software purchaser within the Federal Republic of Germany only.
If the Program was purchased by you within the Federal Republic of Germany, there shall be a warranty period of 24 months starting with the passing of the risk (handover of the Program). In case of defects of the Program, the warranty shall be affected by subsequent rectification or substitute delivery. If the subsequent rectification fails or if the substitute delivery also contains a defect or if Licensor does not meet its subsequent delivery or substitute delivery obligation within a reasonable period then you shall be entitled to a reduction of the purchase price or recession of the contract for the Program. The risk and costs of transport for the return of the defective CD-ROM shall be borne by Licensor.
Limitation of Remedies for software purchaser within the Federal Republic of German only.
If the Program was purchased by you within the Federal Republic of Germany, Licensor or its licensors shall not be liable to you for any loss or damage or compensation arising from Licensor’s failure to comply with its warranty obligation, with any of its contractual or precontractual obligations or for any delay or non-performance except such failure was caused due to wilful default or gross negligence of Licensor or its authorised managerial staff. This shall not apply in any cases of product liability or trespass to a person. Licensor or its licensors shall be liable to you for any breach of substantial contractual obligations limited to the reasonably foreseeable damage sustained by the customer.
If the Program was purchased by you within the Federal Republic of Germany, the laws of the Federal Republic of Germany shall govern the legal relationship between Licensor and you. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
This warranty shall not apply in any case of amendment or alterations of the Program made by you.