SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("Agreement") CAREFULLY BEFORE USING THIS SOFTWARE. THIS AGREEMENT IS BETWEEN YOU (AS AN INDIVIDUAL OR LEGAL ENTITY) AND YAMAHA CORPORATION ("Yamaha"). YOU ARE ONLY PERMITTED TO USE THIS SOFTWARE PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY DOWNLOADING OR INSTALLING THIS SOFTWARE OR OTHERWISE RENDERING IT AVAILABLE FOR YOUR USE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
1. GRANT OF LICENSE
1-1. Yamaha hereby grants you the right to use the programs and data files composing the software that is provided by Yamaha of the unified communication product that you purchase (hereinafter “This product”), and any programs and files for upgrading such software that may be distributed to you in the future with terms and conditions attached (collectively, "Software"), only on a computer, smartphone or electronic device that you yourself own or manage.
1-2. You shall not assign, sublicense, sell, rent, lease, loan, convey or otherwise transfer to any third party, upload to a website or a server computer to which specified or unspecified persons may access, or copy, duplicate, translate or convert to another programming language the Software except as expressly provided herein. You shall not alter, modify, disassemble, decompile or otherwise reverse engineer the Software and you also shall not have any third party to do so.
1-3. You shall not modify, remove or delete a copyright notice of Yamaha contained in the Software.
1-4. Except as expressly provided herein, no license or intellectual property right, express or implied, is hereby conveyed or granted by Yamaha to you.
2. OWNERSHIP AND COPYRIGHT
2-1. The Software is protected under the copyright laws and intellectual property in the Software is owned by Yamaha.
2-2. You agree and acknowledge that Yamaha does not transfer any intellectual property in the Software to you under this Agreement or otherwise.
3-1. This Agreement becomes effective upon your installing the Software and continues in effect unless or until terminated in accordance with the provision of 3-2 or 3-3 herein.
3-2. You may terminate this Agreement by deleting the Software installed into the on a computer, smartphone or electronic device that you yourself own or manage.
3-3. This Agreement will also terminate if you fail to comply with any of the terms and conditions of this Agreement.
3-4. In case this Agreement is terminated in accordance with the provision 3-3, you shall promptly stop using and delete the Software.
3-5. Notwithstanding anything to the contrary contained herein, Sections 2 through 6 shall survive any termination or expiration hereof.
4. LIMITED WARRANTY
1. YAMAHA MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SOFTWARE OR OF ANY CONTENT OR INFORMATION YAMAHA HAS PROVIDED FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
2. THIS WARRANTY IS GIVEN IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, AND COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
5.LIMITATION OF LIABILITY
YAMAHA'S ENTIRE OBLIGATION HEREUNDER SHALL BE TO PERMIT USE OF THE SOFTWARE UNDER THE TERMS HEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YAMAHA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST DATA OR OTHER DAMAGES ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE, EVEN IF YAMAHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVEN IF YAMAHA IS LIABLE, EXCEPT IN CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY YAMAHA, IN NO EVENT SHALL YAMAHA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID FOR THE SOFTWARE.
6. THIRD PARTY SOFTWARE
6-1. Third party software and data ("Third party software") may be attached to the Software. If, in the written materials or the electronic data accompanying the Software, Yamaha identifies any software and data as Third party software, you acknowledge and agree that you must abide by the provisions of any agreement provided with the Third party software and that the party providing the Third party software is responsible for any warranty or liability related to or arising from the Third party software. Yamaha is not responsible in any way for the Third party software or your use thereof.
6-2. YAMAHA PROVIDES NO EXPRESS WARRANTIES AS TO THE THIRD PARTY SOFTWARE. IN ADDITION, YAMAHA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE THIRD PARTY SOFTWARE.
6-3. Yamaha shall not provide you with any service or maintenance as to the Third party software.
6-4. IN NO EVENT SHALL YAMAHA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PR OFITS, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS INTERRUPTION OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE THIRED PARTY SOFTWARE, USE THEREOF, OR INABILITY TO USE THEREOF, EVEN IF YAMAHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVEN IF YAMAHA IS LIABLE, EXCEPT IN CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY YAMAHA, IN NO EVENT SHALL YAMAHA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID FOR THE SOFTWARE.
In the event that any provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.
8.U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE
The Software 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 227.72024 (June 1995), all U.S. Government End Users shall acquire the Software with only those rights set forth herein.
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court of Japan without reference to conflicts of laws principles.
11. AMENDMENT OF THIS AGREEMENT
11-1. Yamaha may at its discretion amend, revise or update this AGREEMENT.
11-2. When Yamaha amend, revise or update this Agreement, Yamaha specifies the amendment contents and the effective date and notify it on Yamaha ‘s Website by the reasonable period before the effective date.
11-3. You may terminate this Agreement before the effective date in accordance with the way that Yamaha specifies if you don’t agree with the amendment of this Agreement.