This is a legal agreement (“Agreement”) between you and CANON INC., having its principal place of business at 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan (“Canon”) with respect to the software “EOS Utility 3.18” provided with this Agreement and its associated “online” or electronic documentation, if any (collectively, the “Software”).
BY INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
1. GRANT OF LICENSE
(1) Canon grants you a non-exclusive and non-transferable license to use the Software (“use” shall include displaying, accessing or executing the Software) on your computer(s) for your personal use; and 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.
(2) 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.
(3) The Software includes open source software. Notwithstanding anything contained herein to the contrary, terms and conditions of each open source software written in the Software shall apply to such open source software respectively.
2. RESTRICTIONS
(1) You shall not use the Software except as expressly granted or permitted herein, and shall not assign, sublicense, sell, rent, lease, loan, convey or transfer to any third party the Software.
(2) You shall not sell, assign, copy, reproduce, alter, translate or convert to another programming language, modify, disassemble, decompile or otherwise reverse engineer the Software and you shall not have 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. OWNERSHIP
Canon or its licensors retain in all respects the title, ownership, intellectual property rights and interest in and to the Software.
4. COPYRIGHT NOTICE
You shall not modify, remove or delete any copyright notice of Canon or its licensors contained in the Software, including any copy thereof.
5. NO SUPPORT
CANON, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, AND CANON’S LICENSORS ARE NOT RESPONSIBLE FOR MAINTAINING OR HELPING YOU TO USE THE SOFTWARE. NO UPGRADES, BUG-FIXES OR SUPPORTS TO THE SOFTWARE WILL BE MADE AVAILABLE FOR THE SOFTWARE.
6. EXPORT RESTRICTION
You represent and warrant that you comply with all export laws and restrictions and regulations of the country(ies) involved, as well as with the U.S. Export Administration Regulations, and that you will not export or re-export, directly or indirectly, the Software in violation of any such laws, restrictions and regulations, or without all necessary approvals.
7. LIMITED WARRANTY AND DISCLAIMER OF INDEMNITY
LIMITED WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGIMENT 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 SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS AND CANON’S LICENSORS) 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, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS, OR CANON’S LICENSORS 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
IN NO EVENT SHALL EITHER CANON, CANON’S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS OR CANON’S LICENSORS 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 HAS 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.
8. TERM
This Agreement is effective upon your acceptance hereof by installing the Software and remains in effect until its expiration or termination. 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 expiration or termination for any reason whatsoever, you shall immediately destroy all copies of the Software including any Software stored on the hard disk or other storage of any computer in your possession. In addition, Canon is entitled to exercise any contractual or legal rights or remedies it may have. Notwithstanding the foregoing, Sections 1-(2) and (3), 2 through 7, 10 and 11 shall survive any termination of this Agreement.
9. 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.
10. SEVERABILITY
In the event that any section hereof is declared or found to be invalid by any court or tribunal of competent jurisdiction, such section shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions hereof shall remain in full force and effect.
11. ENTIRE AGREEMENT
BY INSTALLING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND CANON CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND CANON RELATING TO THE SUBJECT MATTER HEREOF.
12. 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.
13. To Customers in Japan