This is a license agreement between you and Canon Inc., having its place of business at 30-2 Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan ("Canon"), with respect to the Software .
BY INSTALLING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
1. Ownership and Copyright:
All right, title and interest in the Software is owned by Canon or its licensors. Canon or its licensors shall at all times retain all copyright and other intellectual property rights in the Software and all subsequent copies thereof regardless of form. Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by Canon to you for any intellectual property of Canon and its licensors. You shall not modify, remove or delete a copyright notice of Canon and/or its licensors contained in the Software, including any copy thereof.
2. License:
Canon grants you a non-exclusive and non-transferable license to: (1) use the Software ("use" shall mean storing, loading, installing, executing or displaying the Software) on your multiple computers for your own personal use; and (2) make a reasonable number of back-up copies of the Software in support of the permitted use, provided that all such copies include the Canon’s or its licensors’ copyright notice as it appears in the original copy of the Software provided to you.
You shall not rent, lease, sub-license, loan, sell, assign, convey, transfer, copy, reproduce, modify, adapt, merge, translate, convert to another programming language, reverse-engineer, decompile, alter, disassemble or create derivative works based in whole or in part on the Software, nor permit any third party to do so or to use the Software, except as expressly permitted by this Agreement and except to the extent and in the circumstances expressly permitted by law.
3. Export restrictions:
You agree not to send or bring the Software out of the country where you originally obtained it to other countries without any required authorization of the applicable governments. You agree to comply with all export laws and restrictions and regulations of each country involved, as well as with the U.S. Export Administration Regulations ("EAR"), and not to export or re-export, directly or indirectly, the Software in violation of such laws, restrictions and regulations, or without all necessary approvals.
4. Support and update:
Canon, its licensors, its subsidiaries and affiliates, and their respective distributors and dealers, are not responsible for maintaining or supporting use of the Software. Canon, its licensors, its subsidiaries and affiliates, and their respective distributors and dealers, are not obligated to provide any updates, fixes or support to the Software unless otherwise expressly agreed in writing between you and any of the above entities.
5. LIMITED WARRANTY AND DISCLAIMER OF INDEMNITY.
LIMITED WARRANTY
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY RIGHT, TITLE AND INTEREST, INCLUDING WITHOUT LIMITATION, INTELLECTUAL PROPERTY.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CANON, ITS LICENSORS, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
SOME STATES OR LEGAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
CANON, ITS LICENSORS, ITS SUBSIDIARIES OR AFFIIATES, THEIR DISTRIBUTORS OR DEALERS DO 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.
NO LIABILITY FOR DAMAGES
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER CANON OR ITS LICENSORS, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION LOSS OF BUSINESS INTERRUPTION OR OTHER COMPENSATORY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SOFTWARE, USE THEREOF OR INABILITY TO USE THE SOFTWARE EVEN IF EITHER CANON, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS OR CANON’S LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES OR LEGAL JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR PERSONAL INJURY OR DEATH RESULTING FROM NEGLIGENCE ON THE PART OF SELLER, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
RELEASE OF LIABILITY
IN THE ABSENCE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CANON, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS OR CANON’S LICENSORS, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE CANON, CANON’S SUBSIDIARIES AND AFFILIATES, THEIR RESPECTIVE DISTRIBUTORS AND DEALERS AND CANON’S LICENSORS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR THEIR USE.
6. Term:
This Agreement is effective upon installation of the Software and remains in effect until terminated. You may terminate this Agreement by destroying the Software including any and all copies. This Agreement may also be terminated if you fail to comply with any of its terms and conditions. Upon termination for any reason whatsoever, you shall immediately destroy all copies of the Software including any Software stored on the hard disk of any computer in your possession, power or control. In addition, Canon is entitled to exercise any contractual or legal rights or remedies it may have. Notwithstanding the foregoing, Section 1, 3, 5 and 7 shall survive any termination of this Agreement.
7. General:
This Agreement constitutes the entire agreement between you and Canon with respect to the Software and supersedes any prior oral or written representations, agreements or understandings with respect to the Software. Neither party shall have any remedy in respect of any statement made to it upon which it relied in entering into this Agreement (unless such statement was made fraudulently) and that party's only remedy shall be for breach of contract as provided for in this Agreement.
If at any time any part of this Agreement is found by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable in any respect under the law of any jurisdiction that fact shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement.
The failure or delay of Canon in exercising any right, power or remedy under this Agreement shall not in any circumstance operate as a waiver of such right, power or remedy.
The provisions of this Agreement, in so far as it relates to Canon's subsidiaries and/or affiliates, are directly enforceable by such Canon's subsidiaries and/or affiliates
U.S. Government restricted rights notice
The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (October 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users shall acquire the Software with only those rights set forth herein. Manufacturer is Canon Inc./30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan.
8. UPDATE:
Canon reserves the right to update the term of the Agreement at any time without notice to you. By continuing to use the Software after an update to the Agreement, you agree to the updated version of the Agreement. The updated version of the Agreement can be reviewed at download site or at Canon’s product introduction site of the Software.
9. To Customers in Japan:
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
1. DEFINITIONS
In this Agreement, "Adobe" means Adobe Systems Incorporated, a Delaware corporation, located at 345 Park Avenue, San Jose, California 95110. "Software" means the software and related items with which this Agreement is provided.
2. LICENSE
Subject to the terms of this Agreement, Adobe hereby grants you the worldwide, non-exclusive, nontransferable, royalty-free license to use, reproduce and publicly display the Software. Adobe also grants you the rights to distribute the Software only (a) as embedded within digital image files and (b) on a standalone basis. No other distribution of the Software is allowed; including, without limitation, distribution of the Software when incorporated into or bundled with any application software. All individual profiles must be referenced by their ICC Profile description string. You may not modify the Software. Adobe is under no obligation to provide any support under this Agreement, including upgrades or future versions of the Software or other items. No title to the intellectual property in the Software is transferred to you under the terms of this Agreement. You do not acquire any rights to the Software except as expressly set forth in this Agreement.
3. DISTRIBUTION
If you choose to distribute the Software, you do so with the understanding that you agree to defend, indemnify and hold harmless Adobe against any losses, damages or costs arising from any claims, lawsuits or other legal actions arising out of such distribution, including without limitation, your failure to comply with this Section 3. If you distribute the Software on a standalone basis, you will do so under the terms of this Agreement or your own license agreement which (a) complies with the terms and conditions of this Agreement; (b) effectively disclaims all warranties and conditions, express or implied, on behalf of Adobe; (c) effectively excludes all liability for damages on behalf of Adobe; (d) states that any provisions that differ from this Agreement are offered by you alone and not Adobe and (e) states that the Software is available from you or Adobe and informs licensees how to obtain it in a reasonable manner on or through a medium customarily used for software exchange. Any distributed Software will include the Adobe copyright notices as included in the Software provided to you by Adobe.
4. DISCLAIMER OF WARRANTY
Adobe licenses the Software to you on an "AS IS" basis. Adobe makes no representation as to the adequacy of the Software for any particular purpose or to produce any particular result. Adobe shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of the Software or any other materials. ADOBE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ADOBE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. The provisions of Sections 4, 5 and 6 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. Nothing contained in this Agreement limits Adobe's liability to you in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
6. TRADEMARKS
Adobe grants you a worldwide, nonexclusive, nontransferable, personal right to use the "Adobe" word trademark (the "Trademark") solely to identify Adobe as the source of the Adobe RGB (1998) product or Adobe RGB technology, so long as such use complies with the terms of this Agreement, the trademark guidelines available at the "Permissions and trademarks" pages of the Adobe web site (www.adobe.com) and the "Adobe Trademark Guidelines for third parties who license, use or refer to Adobe trademarks," also available from the Adobe web site. You acknowledge the validity of the Trademark and Adobe's ownership of the Trademark. Nothing in this Agreement shall give you any right, title or interest in the Trademark, other than the license rights granted in this Agreement. You recognize the value of the goodwill associated with the Trademark and acknowledge that such goodwill exclusively inures to the benefit of and belongs to Adobe. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. With the exception of referential use and the rights granted in this Agreement, you will not use such trademarks or any other Adobe trademark or logo without separate prior written permission granted by Adobe.
7. TERM
This Agreement is effective until terminated. Adobe has the right to terminate this Agreement immediately if you fail to comply with any term hereof. Upon any such termination, you must return to Adobe all full and partial copies of the Software in your possession or control.
8. GOVERNMENT REGULATIONS
If any part of the Software is identified as an export controlled item under the United States Export Administration Act or any other export law, restriction or regulation (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.
9. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising out of, under or related to this Agreement will be brought exclusively in the state Santa Clara County, California, USA.
10. GENERAL
You may not assign your rights or obligations granted under this Agreement without the prior written consent of Adobe. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Adobe, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of Adobe. When conflicting language exists between this Agreement and any other agreement included in the Software, the terms of such included agreement shall apply. If either you or Adobe employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. You acknowledge that you have read this Agreement, understand it, and that it is the complete and exclusive statement of your agreement with Adobe which supersedes any prior agreement, oral or written, between Adobe and you with respect to the licensing to you of the Software. No variation of the terms of this Agreement will be enforceable against Adobe unless Adobe gives its express consent, in writing, signed by an authorized signatory of Adobe.