Software License Agreement

The software covered by this document is the computer program developed by Victor Company of Japan, Limited , a Japanese company, for certain card printer products ("Products"), and is composed of the "USB Driver", "Status Monitor" and "Printer Driver".  The foregoing software, including the attached documentation such as its startup guide, instruction manual, etc. ("Documentation"), is referred to as "this Software" hereafter. 

The use of this Software is permitted only to you, the customer recognized as an "End User" thereof, solely according to the terms and conditions provided in this document.  This document shall constitute a legal agreement between you and our Company ("this Agreement") subject to your acceptance of such terms and conditions.  You, as an individual End User or authorized representative of a corporate End User, shall implement by yourself the initial acts such as the opening of a tangible media package, program installation, downloading, etc. ("Initiation") of this Software prior to the use thereof, understanding the terms and conditions in this document.

The Initiation implemented by you is deemed as your unconditional acceptance of the terms and conditions in this document, and this Agreement shall come into effect upon such Initiation.  You shall not use this Software if you do not accept the terms and conditions in this document.

Article 1  Ownership of Rights
The copyrights and the other intellectual property rights to this Software belong to our Company, its affiliates or the licensor of such intellectual property rights for our Company ("Licensor").  Our Company, its affiliates or Licensor retains all these intellectual property rights, none of which shall be assigned or otherwise transferred to you under this Agreement.  This Software is protected by the copyrights law in Japan, other countries and related international treaties

Article 2  Grant of License
1. You are granted a non-exclusive license ("this License") to use this Software as integrated with the Product in your possession, according to the restrictions and the other terms and conditions in this Agreement.  You may use this Software for your own business purposes, implementing by yourself the Initiation of this Software on the PC you intend to use in connection with the Product.  This License shall be nontransferable except based on Section 3 of Article 3.
2. You may make the minimum number of copies necessary from this Software solely for backup or archival purposes, besides implementing the Initiation.  In all such copies, you shall reproduce and keep the copyright notices and other legends as originally included in the media of this Software provided by our Company.

Article 3  Restrictions on Use
1. You shall not adapt or modify this Software, nor shall you, except as permitted by applicable law, reverse-assemble, reverse-compile, reverse-engineer or in any way try to derive from this Software any source code.
2. You are not granted the right to distribute or sublicense this Software to any third party.  You shall not assign, lend, lease or otherwise transfer to any third party this License, this Software or any part thereof by itself or in combination with other products or software.
3. You may transfer this Software along with this License to a third party as a new End User only when the possession of this Software and the Product is transferred together as a set by assignment, loan, lease, or the like.  In the said case, you must present this document to such third party and obtain its consent to this Agreement beforehand, having such third party understand the terms and conditions herein.  Our company may inquire of you to identify such third party.  Upon such transfer, you are obliged to immediately destroy or delete this Software and all its copies, (which shall include erasing the copies stored or recorded on your PC, other hardware, memory, etc.) except those transferred to such third party in the tangible media like CD-ROM, printed materials, etc. ("Tangible Media"); and you shall submit a certificate of such destruction and deletion on our Company's request.

Article 4  Limited Warranty
1. When this Software is provided in the form of Tangible Media, our Company warrants that such Tangible Media is free from the physical defects at the time of delivery.  With respect to the "USB Driver" and "Status Monitor" of this Software, our Company warrants that they will materially operate in conformity to the main functional specifications expressed in the Documentation for ninety (90) days after the delivery date of this Software, provided that the Initiation thereof was proper and that it is operated correctly, according to the Documentaion.
2. The limited warranty in Section 1 above is subject to the condition that the operating system ("OS") of the PC you intend to use in connection with this Product must be of such types and versions as our Company stipulates in the Documentation.  Our Company verifies that this Software will function when such stipulated OS is used in combination with then major PC models at the time of delivery, however does not warrant that it will function properly when used in combination with any and all PC models.  It is recommended that you first check the functioning of this Software in the environment where you use it, according to the Documentation immediately after its delivery. 
3. This Software is provided "As Is" with no warranties except the limited warranty expressed in this Article.  Our Company is not obliged to provide updates such as modified or enhanced versions of this Software.  No warranties whether express or implied are made with respect to this Software in regards to its merchantability, fitness for a particular purpose, non-infringement of third party intellectual property rights, or any other matters not expressly provided for herein.  Any problems occurring with respect to this Software shall be resolved at your sole responsibility and expenses.

Article 5  Indemnification
Our Company shall not be liable for any damages in connection with the use of this Software, including direct, incidental, consequential, special and punitive damages, etc., whether based on this Agreement or otherwise, even if our Company has been or could have been aware of such damages.  Similarly our Company shall not be liable for any claims by any third party against you or your customers, nor shall our Company be obliged to compensate such third party or indemnify you or your customers for such claims.  You shall indemnify and hold harmless our Company, its affiliates and Licensor worldwide from any claim, damage, loss, expense, including attorney's fees, or liability in connection with your use of this Software.

Article 6  Term
1. This Agreement and this License shall come into effect when the earliest act of Initiation implemented on your certain PC occurs.  Our Company may terminate this License without notification if you are in breach of any provision in this Agreement.  Our Company further reserves the right to claim for any damages it may suffer arising from such breach by you.
2. Upon termination of this License, you shall immediately destroy or delete this Software and all its copies, (which shall include erasing the copies stored or recorded on your PC, other hardware, memory, etc.) except those in the form of Tangible Media which shall be returned to our Company, at your responsibility, and shall submit a certificate of such destruction and deletion on our Company's request.

Article 7  Export Control
You agree not to illegally export, re-export or otherwise ship this Software, or any part thereof, including the information or technology, etc. embodied in this Software, to any country, territory, organization or individual, the shipping to which is prohibited or restricted by Japan and the respective countries concerned.

Article 8  Others
1. Any modification, addition, deletion or other changes to this Agreement shall be invalid unless such changes are made in writing and affixed with the name and seal of or signed by the authorized representative of our Company. 
2. This Agreement shall be governed by and construed in accordance with the laws of Japan.  Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
3. If any provision of this Agreement is held to be invalid according to the laws of Japan, the remaining provisions will still remain in effect.

End of Agreement
