OLYMPUS End-User License Agreement

Olympus Corporation (“Olympus”) hereby grants to you a nonexclusive, non-transferable, revocable license, without right to sublicense, to use the Olympus Software product (“the Software”) described below, provided that you have paid all the license fee for the Software and agree to the following terms and conditions in the Olympus End-User License Agreement (“Agreement”).

Caution: Please read carefully all the terms and conditions of this Agreement below and agree all terms and conditions before using the Software. If you don’t or can’t agree to the terms and conditions of this Agreement, please do not use the Software or any related contents.

Section 1 (The Software)

The Software under this Agreement means the software described below and computer programs, associated materials, manuals and other written or electronic data, documentation and information, which are provided together with or separately as appendices of the Software by Olympus:

OLYMPUS Provi CM20 software

The Software may be modified or enhanced by Olympus or its licensors for debugging, upgrading or any other purposes. The Software also includes such modified or enhanced version of the Software that may be provided to you with or without charge under the same name as the Software. You shall be granted to use only the latest version of the Software under this Agreement, and you cannot use the previous version of the Software after the Software has been modified or enhanced. 

Section 2 (Agreement by Customer)

By using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. Do not use the Licensed Software until you have read and agreed to the following terms and conditions. A part of the Software may be granted a license to you under the license agreement other than this Agreement. If any terms and conditions of said license agreement are inconsistent with terms and conditions of this Agreement, those of said license agreement shall supersede those of this Agreement.

Section 3 (Right of the Software)

All titles, ownership, copyrights and any other rights of the Software and any copy are owned by Olympus or its licensors. Unless otherwise provided in this Agreement, nothing contained in this Agreement shall be construed as transferring or assigning any such rights of the Software to you. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties thereof.

Section 4 (Software Administrator and User Account)

1. When you, your directors, officers or employees (including temporary workers) (“User”) use the Software, you shall create the user account for each User. You may create a maximum of thirteen (13) user accounts per each server provided by Olympus (“Server”).
2. You shall appoint your directors, officers or employees to the software administrator who manages user accounts (“Software Administrator”). The Software Administrator shall manage user ID and password of the Software under his/her responsibility. Olympus shall not be liable for loss, theft and unauthorized use of user ID and password.
3. If  the combination of user ID and password input on the Server corresponds the registered information upon activating the Software, the Software shall be deemed to be used by the User identified by said user ID and said password.

Section 5 (Conditions of Use)

You may use the Software only on the Server and may not use the Software on hardware, device, equipments and so forth other than the Server. Up to four (4) Users may use the Software  per each Server at the same time.

Section 6 (Restrictions) 

You shall be prohibited from doing any of the following acts without Olympus’s prior written approval.

(1) to erase the copyright, warning, trademarks and other notice on the Software.
(2) to use the Software or any copy of the Software contrary to any of terms and conditions in this Agreement. 
(3) to reverse engineer, decompose, decompile, disassembly, extract the information of a whole or part of the Software or take other actions equivalent to reverse engineering.
(4) to reproduce, transform, adapt or modify, make a derivative work from a whole or part of the Software.
(5) to sell, transfer, sublicense, lend, assign or otherwise provide of a whole or part of the Software to third parties.
(6) to public or disclose a whole or part of the Software to third parties, such as to upload on internet and so forth.

Section 7 (Rules of Export Control)

In the event you take out, export re-export or transfer the Software, or the technical information related to the Software provided by Olympus in association with the Software or this Agreement or the products using or developed with the Software or such information from Japan, you shall comply with any such applicable export control laws, regulations, orders and other rules of Japan, U.S.A. and other countries. 

Section 8 (Limited Warranty)

1. Olympus warrants the Software will run on the Server in accordance with the provided instruction manuals for ninety (90) days (“Warranty Period”)  after you have purchased the Software or a product containing the Software. However, if the Warranty Periods is not permitted by applicable laws, it shall extend to the extent permitted under applicable laws. If the aforementioned warranties are not satisfied, Olympus shall, at its option, replace or repair the Software. The Warranty Period of the Software after the said replacement or repair shall be ninety (90) days from the date when the replaced or repaired Software is provided to you. Warranty under this section shall not apply to the extent any  errors or defect of the Software is due to the use in violation of this Agreement, misuse, use deviating from the normal use, remolding, modification or addition of functions by anyone other than Olympus l or subcontractors authorized by Olympus, or noncompliance with environment conditions or other use conditions designed by Olympus on using the Server. The aforementioned warranty constitutes on Olympus’ exclusive liability and the exclusive remedy of you for any breach of warranty for the Software.
2. EXCEPT AS EXPRESSLY PROVIDED IN THE THIS SECTION, THE SOFTWARE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, AND OLYMPUS DISCLAIMS ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. IN NO EVENT SHALL OLYMPUS, OLYMPUS’ AFFILIATES, OLYMPUS’ LICENSORS OR THIER SUPPLIERS HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INSIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COLLECTIVE LIABILITY OF OLYMPUS, OLYMPUS’ AFFILIATES, OLYMPUS’ LICENSORS ANS/OR THIER SUPPLIERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF ACTUALLY PAID BY YOU TO OLYMPUS FOR THE SOFTWARE. IN EVENT THAT APPLICABLE LAWS PROHIBIT EXLUSION OF LIABILITY OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY BE LIMITED IN THE APPLICATION TO YOU. 

Section 9 (Termination of Agreement)

1. Olympus may terminate this Agreement if you fail to comply with any of terms and conditions of this Agreement. In case of the termination of this Agreement, you shall immediately cease to use the Software, erase or destroy the Software, all copies of the Software, its component parts and merged portions in any form and provide Olympus with certification  of such erasure or destruction in writing.
2. You can terminate this Agreement by ceasing the use of the Software, erasing and destroying all copies of the Software and its component parts and notifying Olympus of such termination together with documents proving that they are erased or destroyed. 
3. Notwithstanding any provisions of this Agreement, your obligations hereunder will survive any termination of this Agreement. Regardless of the date and reason of termination of this Agreement, you shall pay any cost incurred by you under this Agreement including and may not claim any reimbursement including the license fee of this Software you have paid to Olympus.

Section 10 (Governing Law and Venue)

1. This Agreement shall be governed by, performed under and construed in accordance with the laws of Japan, without reference to principles of its conflict laws rules. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. 
2. Tokyo District Court in Japan shall have exclusive jurisdiction in relation matters arising out of or in relation to or in connection with this Agreement, provided that nothing herein contained shall prevent Olympus from obtaining any injunctive relief or other similar relief which may be available to it in the courts of any country and you agree to submit to the jurisdiction of any such court.