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English
Software License Agreement
The software embedded in the P roduct (hereinafter the "Licensed Software ") provided by
Kenw ood Corporation (her einafter the "Licensor") is copyright ed to or sublicensable by
the Licensor , and this Agr eement provides for the terms and c onditions which Users shall
follow in order to use the Lic ensed Software.
The User shall use the Licensed Softwar e by agreeing with the terms of this Software
License Agreemen t. This Agreemen t shall be deemed completed at the time the User
(hereinafter the "U ser") initially used the Product in which the "Licensed Software" is
embedded.
The Licensed Software ma y include the software which has been licensed to the Licensor
directly or indirectly from any thir d par ty . In such case, some third parties require the
Users to follow their conditions for use separ ately from this Software Lic ense Agreement .
Such software shall not be subject to this Agreemen t, and the Users are ur ged to read the
"Important Notice concerning the Software" to be pr ovided separately .
Article 1
General Provision
The Licensor shall grant t o the User a non-exclusive and non-transferable ( other than
the exceptional case r eferred to in Article 3, Paragraph 1) lic ensed to use the Licensed
Software within the country of the User .
Article 2
License
1. The license grant ed under this Agreement shall be the right t o use the Licensed
Software in the Pr oduct.
2. The User shall not duplicat e, copy , modify , add, tr anslate or otherwise alter , or lease
the Licensed Software and any r elated documents, whether in whole or in part.
3. The use of the Licensed Software shall be limit ed to personal purpose, and the
Licensed Software shall not be distributed , licensed or sub-licensed whether it is for
commercial purpose or not .
4. The User shall use the Licensed Softwar e according to the dir ections described in
the operation manual or help file, and is pr ohibited to use or duplicate an y data in a
manner violating the Cop yright Law or any other laws and r egulations by applying
whole or a part of the Licensed Soft war e.
Article 3
Conditions for Grant of License
1. When the User transfers the Pr oduct, it may also transfer the license to use the
Licensed Software embedded in the Pr oduct (including any related materials , updates
and upgrades) on condition that no original , copies or related ma terials continue in
the possession of the User , and that the U ser shall cause the transferee to comply with
this Software License Agr eement.
2. The User shall not carry out reverse engineering , disassembling, decompiling or an y
other code analysis works in connection with the Licensed Software .
Article 4
Right Pertaining to the Licensed Software
Any and all copyrights and other righ ts per taining to the Licensed Softwar e and related
documents shall belong to the Licensor or the original holder of the right who gr anted to
the Licensor the license or sublicense for the Licensed Software (her einafter the "Original
Rightholder"), and the User shall not be entitled to any righ t other than the license
granted her eunder , in respect of the Licensed Software and any r elated documents.
Article 5
Indemnification of Licensor
1. Neither the Licensor nor the Original Rightholder shall be liable for any damage
incurred by the User or an y third party due to the exercise of the license gran ted to the
User under this Agr eement, unless otherwise restricted by law .
2. The Licensor will offer no guarant ee for the merchantability , convertibility and
consistency with certain objec tive of the Licensed Softwar e.
Article 6
Liability to Third P art y
If any dispute has arisen with any thir d part y due to an infringement upon a cop yright,
patent or an y other intellectual propert y right that w as caused by the User's use of the
Licensed Software, the U ser shall settle such dispute at its own cost and hold the Licensor
and the Original Rightholder harmless from any inconv enience it may cause.
Article 7
Confidentiality
The User shall k eep the confidentiality of such portion of the Licensed Soft ware , related
documents thereof or any other informa tion to be granted under this Agr eement, as well
as the conditions of this Agreemen t as has not yet entered the public domain, and shall
not disclose or divulge the same to any third party without approval of the Lic ensor .
Article 8
T ermination
In case the User falls under any of the even ts described in the following items, the
Licensor may immediat ely terminate this Agr eement or claim that the User compensat es
for the damage incurred by the Licensor due t o such event:
1. When the User violat ed any provision of this Agr eement; or
2. When a petition has been filed against the User for an attachment, pr ovisional
attachment, pr ovisional disposition or any other compulsory execution.
Article 9
Destruction of the Licensed S oftware
If this Agreement is t erminated pursuant to the pr ovision of Article 8, the User shall
destroy the Licensed Softwar e, any rela ted documents and copies thereof within two (2)
weeks from such da te of termination.
Article 10
Protection of Copyright
1. The copyrigh t and all the other intellectual propert y rights r elating to the Licensed
Software shall belong to the Licensor and the Original Rightholder , and in no ev ent
shall they be under the ownership of the User .
2. The User shall , whenever it uses the Licensed Software, c omply with any laws relating
to the copyright and other in tellectual propert y rights.
Article 11
Export Restric tion
1. It is prohibited to e xport the Licensed S oftware and an y related documen ts outside
the country of the User (including transmission thereof outside the country of the
User via Internet of other communica tion tools).
2. The User shall understand tha t the Licensed Software shall be subject to the export
restrictions adopted by the country of User and any other countries .
3. The User shall agr ee that the software will be subject to any and all applicable
international and domestic la ws (including the export control regulation of the
country of User and any other countries, and an y restrictions concerning the end-
users, the use by end-users and importing countries to be pro vided by the country of
User and any other countries , and any other governmen tal authorities).
Article 12
Miscellaneous
1. In the event any part of this Agreemen t is invalidated by oper ation of law , the residual
provisions shall con tinue in force.
2. Matters not stipulat ed in this Agreement or any ambiguity or question raised in
the construction of this Agreement shall be pr ovided or settled upon good-faith
consultation between the Licensor and the U ser .
3. The Licensor and the User her eby agree that this A greement is governed b y the laws
of Japan, and any dispute arising from, and r elating to the rights and obliga tions
under , this Agr eement shall be submitted to the exclusiv e jurisdiction of the T oky o
District Court for its first instance.
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