Software License Agreement
Before you use the Software (as defined in Section 1), please carefully read this Software License Agreement ("Agreement"). By installing, reproducing or otherwise using the Software, you agree to be bound by the terms and conditions of this Agreement.
If you do not agree to any provision of this Agreement, do not install, reproduce or otherwise use all or any part of the Software.
- 1. Definition. The "Software" means SHIMANO Camera Editor and any of its updated versions, any media on which it was recorded when you obtained it, and any materials, documents, printed papers and other objects related to it.
- 2. Intellectual Property Rights and Other Rights. Any and all ownership right, copyright (including rights under Article 27 and 28 of the Copyright Law of Japan, hereinafter the same), patent right, utility model right, trademark right and any other right to the Software and any copy thereof shall belong to Shimano Inc. ("Shimano") or its licensors. Your rights are defined by this Agreement which you agree creates a legally binding and valid contract.
- 3. Agreement and Restrictions.
- A. Subject to your compliance with the terms and conditions of this Agreement, Shimano hereby grants you a non-exclusive license to use the Software during the term of this Agreement. You may install and use the Software on computers only for the purpose of activating, initializing, editing or upgrading Sport Camera's parts supplied by Shimano. You may not make the Software available over a network where it could be used by multiple computers at the same time.
- B. Pursuant to this Agreement, Shimano does not sell, assign or transfer the Software to you, but grants you a license subject to the terms and conditions herein.
- C. You may make copies of the Software in machine-readable form only for the purpose set out in Article 3A above; provided, however, that such copies shall include all the copyright notices and other notices of rights included in the original copy of the Software.
- D. You shall not decompile, reverse engineer, disassemble, adapt, decompose or otherwise attempt to derive the source code of, modify or create any derivative works of the Software in whole or in part, or allow any third party to do any of the foregoing.
- E. You may not remove or obscure Shimano's patent, trademark or copyright notices.
- 4. Transfer. You shall not transfer, rent, lease, lend, redistribute, sublicense or otherwise allow any other party to use the Software.
- 5. Your responsibilities and assumption of risk: You bear the entire risk as to damages and the quality and performance of the Software. You assume the risk as to any hardware, software, data or any other item as a result of the copying or use of the Software, including but not limited to the costs of any repairs or replacement of any item or services. You assume responsibility for the installation, use and results obtained from the Software.
- 6. No Warranty by Shimano.
- A. To the extent permitted by laws and regulations, the Software is provided to you "As Is" and Shimano expressly disclaims any and all warranties, with respect to the Software, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third parties' rights, etc., whether express or implied, arising by law, custom, prior oral or written statements. no warranty is given that the software is error-free or that its use will be uninterrupted or that it will work in connection with any other software. To the extent permitted by laws and regulations, in no event shall Shimano, its affiliates or its subsidiaries or their directors, officers or employees be directly or indirectly liable in any manner to you or to any other party for any inaccuracy, mistake or defect in the contents to be obtained by you in using the Software.
- B. Shimano makes no warranty with respect to any use of the Software under the circumstances under which defects in the Software may cause directly death, injury or physical damages.
7. Limited Liability.
- A. In no event shall Shimano be liable for any damages arising out of the use of the software or inability to use the software or caused by special events (regardless of whether Shimano has been advised of the possibility of such damages and whether such damages are foreseeable), business interruption, loss of business information, lost profits, or incidental, indirect or consequential damages, in each case regardless of the form of action.
B. Shimano's liabilities to you arising out of or relating to this license, the software or your use of it or inability to use it shall be limited to the greater of:
- (1) the equivalent of the price you have paid to shimano for the device that Shimano has supplied to you to be used to connect your computer and the Sport Camera's ; and
- (2) US$ 100 (one hundred united states dollars).
C. nothing in this agreement shall be deemed to limit or exclude Shimano's liability for:
- (1) death or personal injury caused by SHIMANO'S negligence;
- (2) fraud or fradulent misrepresentation; or
- (3) any other liability which may not be limited or excluded by law.
- 8. Term. This Agreement becomes effective when you install, reproduce or use the Software, and shall remain in effect until terminated. You may terminate this Agreement by ceasing to use the Software and destroying it. This Agreement shall terminate if you fail to comply with any term or condition of this Agreement. In that event, no notice shall be required by Shimano to effect the termination. Upon termination of this Agreement, you shall cease any use of the Software and destroy the Software and all the copies thereof. Articles 2, 4, 5, 6, 7, 9, 10, 11, 12, 14 and 15 will survive termination of this Agreement.
- 9. Obligations Related to Export Regulation Laws. If you export and use the Software from the country in which you were granted a license of the Software, you shall comply with any applicable export or import related laws and regulations.
- 10. Governing Law and Jurisdiction. The validity, construction and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Japan without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. The "United Nations Convention on Contracts for the International Sale of Goods" expressly shall not apply. With respect to any dispute arising out of or related to this Agreement, Osaka District Court in Japan shall have exclusive jurisdiction over such dispute and by this Agreement you consent and submit to the personal jurisdiction of that court for the purpose of litigating any actions.
- 11. Severability. If any provision in this Agreement is found to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect unless the severed provision is essential to the rights or benefits of Shimano or you.
- 12. Entire Agreement. This Agreement constitutes the entire agreement between you and Shimano with respect to the subject hereof, and any prior agreement, whether oral or written, with respect to the subject hereof shall be null and void.
- A. Shimano may amend any provision of this Agreement at any time for reasonable grounds by providing prior notice by publication on the website or by any other means that Shimano deems reasonable.
- B. By installing, reproducing or continuing to use the Software after amendment of any provision hereof, you agree to be bound by the amended provision.
- 14. Language. The English language shall be the controlling language of this Agreement. Any translation of this Agreement is prepared pursuant to local requirements, and in the event of conflict or inconsistency between the English version and such translation, the English version shall prevail.
- 15. Other rights reserved: All rights not specifically granted in this Agreement are reserved by Shimano.