License Agreement

IMPORTANT-READ CAREFULLY:
This is a legally binding agreement (the "Agreement") entered into between you and Noritsu Precision Co., Ltd. ("Noritsu Precision"). 
Before installing the Noritsu Precision's Software (the "Software") in Noritsu Precision's product (the "Product"), please read the terms and conditions of the Agreement very carefully. By installing the Software, you are deemed to consent to the terms of the Agreement. 
If you cannot agree to such terms, please inform the service person of Noritsu Precision or Noritsu Precision's contractor and follow the instructions. 
In the event that you accept an updated version of the Software which may be supplied by Noritsu Precision to you in the future, it is agreed that the Agreement shall automatically apply to the updated version of the Software. 
PLEASE READ THE TERMS OF README.TXT INSTALLED IN SYSTEM PROGRAM CD-ROM CAREFULLY BEFORE USING THE PRODUCT.

1. PERMITTED USES
1.1 You may use the Software on a single Product owned by you and permitted to use by Noritsu Precision.
1.2 You acknowledge and agree to be utilized the data and other sources captured from your Product by Noritsu Precision or Noritsu Precision's contractor without prior your consent for analysis of your troubles occurred on your Product. 

2. COPYRIGHTS and TITLE
2.1 All rights in and to the data and programs and related materials contained on or in the Software are and shall remain the exclusive property of Noritsu Precision or its licensor and the data and programs are protected by relevant domestic laws of Japan as well as international treaties.
2.2 The title to and the ownership of the Software as well as the accompanying manuals shall be retained by Noritsu Precision and shall not in any event be transferred or assigned to you.  In any event you may not transfer, dispose of, distribute, or rent the Software and the accompanying manuals.

3. RESTRICTIONS
3.1 You may not transfer or dispose of the license of the Software.
3.2 You are not authorized to make any other copies whatsoever of the Software, even for back-up purpose.
3.3 You may not transfer, dispose of, distribute, or rent the Software.
3.4 You may not modify, alter, adapt, translate, reverse-engineer, reverse-assemble, or, decompile the Software or otherwise attempt to discover the source code of the Software.
3.5 You may not alter, remove or obscure copyright notice or any other proprietary legends contained in or on the Software.

4. WARRANTY, INDEMNITY
4.1 Noritsu Precision only warrants that the Software will conform Noritsu Precision's specification utilizing under the product environment specified by Noritsu Precision. In any event Noritsu Precision's sole obligation under this warranty shall be limited to supplying you with the replacing Software free of charge.
4.2 The warranties under the Agreement expire one (1) year after the date of shipment of the Software from Japan.
4.3 Noritsu Precision's liability, if any, in respect of any and all direct, indirect or consequential damage to you or any third party arising from use of or inability to use the Software shall in any event not exceed the amount paid by you with respect to the Software at the time of supply.
4.4 Noritsu Precision makes no warranties of noninfringement of intellectual property rights such as patents or copyrights of the third party by your use of the Software.
4.5 THE ABOVE WARRANTIES ARE LIMITED WARRANTIES AND THEY ARE THE ONLY WARRANTIES MADE BY Noritsu Precision. Noritsu Precision MAKES NO WARRANTY, EXPRESS OR IMPLIED AND YOU AGREE THAT ALL WARRANTIES OF MERCHANTABILITY AND/OR THE FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

5. Export Control Rules
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Japanese Foreign Exchange and Foreign Trade Law, and the United States Export Administration Regulations or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

6. MISCELLANEOUS
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
This is the entire agreement between Noritsu Precision and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
The Agreement shall be governed by and construed in accordance with the laws of Japan. You agree that any dispute or controversy arising out of the Agreement shall be exclusively brought in the Wakayama District Court of Japan.

7. NOTICE TO U.S. GOVERNMENT END USERS
The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Noritsu Precision Co., Ltd.
579-1 UMEHARA, WAKAYAMA-SHI, 640-8550, JAPAN
