SOFTWARE LICENSE AGREEMENT


This Software License Agreement (hereinafter referred to as "Agreement") applies to the software for the printer (hereinafter referred to as "SII Printer") made by Seiko Instruments Inc. (hereinafter referred to as "SII") and purchased by the customer (hereinafter referred to as "User").
In the event the Software (defined below) has been installed in the User's computer or you begin to use the Software, the User is deemed to accept the terms and conditions of this Agreement and to have entered into this Agreement.
1. DEFINITION OF SOFTWARE
"Software" shall mean the software for the SII Printer, regardless of recording media types or data types, and shall include all materials supplied with such software.
2. GRANT OF LICENSE 
1. SII grants to the User a non-exclusive license to use the Software only on a single computer, for the purpose of using SII Printer.  
The User shall use the Software in accordance with the terms and conditions of this Agreement.
2. The User shall neither transfer the license of this software nor sublicense this software to any third parties.
3. PROHIBITION OF DUPLICATION AND/OR MODIFICATION
1. The User may not make copies of the Software, excluding for back-up purpose.
2. The User may not modify the Software without SII's prior written approval.
3. The User may not reverse-engineer, including but not limited to, decompile, or disassemble the Software.
4. The User may not assign the Software or its copies to any third parties.

4. RIGHTS RELATED TO SOFTWARE
1. SII, or a third party from which SII is licensed to use Software, shall reserve all patent rights, copyright and other intellectual property rights of the Software.
2. The patent rights, copyright and other intellectual property rights of copies and modifications of the Software shall be owned by SII or a third party from which SII is licensed to use Software, and shall not be transferred to the User.

5. TERM
This Agreement shall take effective on the date the User installs the Software or the User begins to use the Software without installation, whichever comes first, and shall be effective until any of the following events occurs:
1) The User terminates the right to use the Software by providing a written notice to SII;
2) SII terminates the right to use the software under this Agreement because the User has failed to comply with the terms and conditions of this Agreement or any arrangement accompanied to this Agreement; or
3) SII terminates the right to use the Software pursuant to the provisions of Article 6 of this Agreement.

6. TERMINATION
If a third party claims or may claim that the Software infringes on its patent rights, copyright, or other property rights, SII may modify the Software or terminate the right to use the Software after giving 30 days prior notice.  
7. SPECIFICATION CHANGES
Even though the User may not modify the Software under SII's prior written approval, SII shall not be liable for Software that is modified by the User. SII may change the specifications of Software without prior approval or prior notice to the User.
8. LIMITED LIABILITY
SII makes no warranty with respect to performance or any results acquired through use of the Software, fitness for particular purpose, or that the Software is free from defects, or any other matter relating to the Software.
In no event will SII be liable for direct, indirect, or consequential damages resulting from the use of the Software, including damages to data, programs, and/or other intangible assets, loss of business profits, and/or claims from third parties. 
9. BREACH OF THIS AGREEMENT
The User may be liable for damages, caused by the breach of any terms of this Agreement, to SII.

10. DUTY AFTER TERMINATION OF THIS AGREEMENT
If this Agreement is terminated, the User shall destroy the Software, its copies and/or modifications and all materials supplied with the Software, so that they may not be used by anyone.

11. PRIORITY
If there are any other agreements with different terms and conditions from those of this Agreement between the User and SII or other distributor(s), this Agreement shall take precedence.
12. EXPORT CONTROL
The User shall not export the Software in whole or in part, directly or indirectly, without the necessary permission of the Japanese government or the government of the country concerned.
13. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of Japan. If any suit arises out of or related to this Agreement, the competent court of first instance with respect to such suit shall be a Tokyo district court.



