End-User Software License Agreement
IMPORTANT NOTICE TO USER: READ THIS AGREEMENT CAREFULLY. BY USING OR INSTALLING THE SOFTWARE, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THIS SOFTWARE.
This license agreement ("License") is a legal agreement between you and NEC Display Solutions, Ltd. (hereinafter "NECDS ") granting you certain rights to access and use the software contained in this envelope. YOU HEREBY AGREE, BOTH ON YOUR OWN BEHALF AND AS AN AUTHORIZED REPRESENTATIVE OF ANY ORGANIZATION FOR WHICH YOU ARE USING THE SOFTWARE ("EMPLOYER"), THAT YOU AND YOUR EMPLOYER WILL USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Disclaimer of Warranty on Software.
You expressly acknowledge and agree that use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NECDS does not warrant that the functions contained in the Software will meet your requirements, or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Furthermore, NECDS does not warrant or make any representation regarding the use or the results of the use of the Software or related documentation in terms of their correctness, accuracy, reliability or otherwise. Should the Software prove defective, you (and not NECDS or a NECDS authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusion may not apply to you. The terms of this disclaimer do not affect or prejudice the statutory rights of a consumer acquiring NECDS products otherwise than in the course of a business; neither do they limit or exclude any liability for death or personal injury caused by NECDS's negligence.
If you have purchased the Software for business or commercial use, you also agree that NECDS EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE.
2. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NECDS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE OR THE SOFTWARE.
3. License Grant, Permitted Uses and Restrictions.
NECDS grants to you, and you accept, a personal install and to use the Software in object code format on a single computer at one time. This License does not allow the Software to exist on more than one computer at a time. If you wish to use the Software on a network, please contact NECDS. You may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. This License is effective until terminated as provided herein. You may terminate this License by destroying the Software and any copies of the Software in your possession. This License will terminate automatically upon any violation of the terms of this License. You acknowledge that this License does not entitle you to any support, maintenance or upgrade from NECDS.
4. License Restrictions.
You may not do any of the following yourself, or through any other person and you may not permit any third party with whom you have a business relationship to do any of the following: (A) copy, modify or create derivative works based upon the Software; (B) decompile, disassemble, or reverse engineer the Software in whole or in part; (C) defeat, disable or circumvent any protection mechanism related to the Software; (D) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Software or any product (as a separate product or bundled with any other products other than the Software) created with the Software, or, in particular, without limiting the generality of the foregoing, distribute the Software or any such product on any media, over networks, electronic bulletin boards, or websites, or allow any third party to use the Software; (E) publish or otherwise communicate any review of or information about Software performance to any third party without the prior written consent of NECDS; (F) export, use or download the Software in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations and other applicable laws or (G) use the Software in connection with life support systems, human implantation, medical devices, nuclear facilities, nuclear systems or weapons, aviation, mass transit or any applications where failure or malfunction could lead to possible loss of life or catastrophic property damage.
5. Title and Ownership.
Except for the rights expressly granted above, this License transfers to you no right, title, or interest in the Software, any created with the Software or any copyright, patent, trademark, trade secret or other intellectual property or proprietary right in the Software or any such product. NECDS retains sole and exclusive title to all portions of the Software and any copies thereof, and you hereby assign to NECDS all right, title, and interest in and to any modifications you make to the Software and any product you make with the Software, whether or not such modifications are permitted. You agree not to disclose the Software to anyone.
6. Export Law Assurances.
You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the software may not be exported or re-exported (I) into (or to a national or resident of) any U.S. embargo country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the MultiProfiler Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
7. Government End Users.
If the Software is supplied to the United States Government, the Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR. The United States Government's rights to the Software are as provided in clause 52.227-19 of the FAR.
8. Controlling Law and Severability.
This License shall be governed by the laws of the United States and the State of Illinois. You irrevocably submit to the jurisdiction of any state or federal court sitting in the State of Illinois, and any action or proceeding arising out of this License will be heard and determined in such court. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
9. Complete Agreement.
This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by NECDS.