SOFTWARE LICENSE AGREEMENT

This Software License Agreement (hereinafter referred to as this "Agreement") applies to the Software (defined below) downloaded by the customer (hereinafter referred to as the "User").
When you begin to use the Software which the User installs in the User’s computer or which the User downloads from the website of Seiko Instruments Inc. (hereinafter referred to as "SII") or receives from SII by e-mail or recording media, the User shall be deemed to accept the terms and conditions of this Agreement and to have entered into this Agreement.

1. DEFINITION OF SOFTWARE

The "Software" shall mean the software for the thermal printers made by SII(hereinafter referred to as the "SII Printers") that SII provides free of charge, regardless of recording media types or data types.

2. GRANT OF LICENSE

SII grants to the User a non-exclusive, non-transferable right and license to use the Software in the following way free of charge, provided that the User complies with the terms and conditions of this Agreement:

1. 1. Use with SII Printer
      The right to use the Software on the User's electronic equipment for the purpose of using the SII printers that are compatible with the Software.
      
   2. Integration into the system
      The right to use the Software by incorporating it into a system that the User builds for the purpose of using the SII printers.
      
   3. Embedded in User software and distribution
      The right to (1) develop the User's software for use with the SII Printers by using the Software; (2) to distribute the developed User’s Software using the Software (hereinafter referred to as the "User Software") to User's customers (hereinafter referred to as the "User Customers") for the purpose of using the User Software together with the SII Printer; and (3) to sublicense the Software used in the User Software to the User Customers directly or indirectly only in the event of such distribution.
      

3. PROHIBITION OF DUPLICATION AND/OR MODIFICATION

1. 1. The User shall not reproduce the Software and accompanying or related materials outside the scope of the license granted in the preceding Article.
      
   2. The User shall not modify the Software.
      
   3. The User shall not reverse-engineer, including but not limited to, decompile, or disassemble the Software.
      

4. PROHIBITION OF DUPLICATION AND/OR MODIFICATION

1. 1. All patent rights, copyrights, and other intellectual property rights in the Software and accompanying and related materials belong to SII, or to third parties from whom SII have obtained licensing rights. The license to use the Software granted under this Agreement shall not be construed to transfer any rights related thereto to the User or the User Customers.
   2. If the Software includes any software of a third party other than SII, such as open-source software ("Third Party Software"), the user shall comply with the license terms provided by the third party for the use of the Third Party Software.
      All third party software is provided "as is" without warranty or liability of any kind.
      In addition, when the User distributes the Software to User Customers in the form set forth in Article 2, Paragraph 3, the User shall ensure that such User Customers comply with the terms of this Agreement and the license terms provided by the third party with respect to the Third Party Software. The license terms are specified in a manual, README file, header file, notification file, or other similar file or URL reference that accompanies the application or software.
      
   3. The User shall not delete or alter the trade name, trademark, logo, etc. of SII or any third party displayed on the Software or any accompanying or related materials.
      
   4. By the conclusion of this Agreement, SII does not grant to the User or the User Customers any rights such as patent rights, copyrights, or any other intellectual property rights owned by SII or any third party, except as expressly provided in this Agreement.
      

5. TERM

This Agreement shall become effective on the date the User begins to use the Software, and shall be effective until any of the following events occurs:

1. 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 likely to claim that the Software infringes on its patent rights, copyright, or other property rights, SII may terminate the right to use the Software under this Agreement with notice to the User or posted it on the SII’s website at least 30 days prior to the termination.  

7. SPECIFICATION CHANGES

SII may change the specifications of the Software at SII’s discretion without prior approval or prior notice to the User.
SII shall not be liable for any damage incurred by the User or any third party as a result of such specification changes of the Software.

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, non-infringement of third-party rights, 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 or sublicensing 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 shall 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 SII’s 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. Severability

If any material provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of the remainder of this Agreement, and such invalid provision shall be deemed to have been deleted from this Agreement.

14. 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.