LIMITED USE LICENSE AGREEMENT

THANK YOU FOR PURCHASING THIS PANASONIC PRODUCT (THE "PRODUCT").  THIS LIMITED USE LICENSE AGREEMENT (THE "LICENSE") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND PANASONIC COMMUNICATIONS CO., LTD. ("PCC").  THIS LICENSE SETS FORTH THE TERMS AND CONDITIONS OF YOUR USE OF THE SOFTWARE AND RELATED DOCUMENTATION AND MATERIALS (COLLECTIVELY, THE "SOFTWARE") FOR THE PRODUCT.  BY LOADING THE SOFTWARE INTO ANY COMPUTER, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. THE SOFTWARE IS LICENSED ONLY TO YOU, AND MAY BE USED BY YOU ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS DESCRIBED BELOW.

1. Generally.  PCC and/or its licensor(s) own the copyright of the Software.


2. License.

(i) PCC hereby grants to you a personal, non-transferable and non-exclusive right and license to install and use the Software on CPUs necessary for your using the Product in accordance with the terms and conditions stated in this License. You acknowledge that you are receiving only a LIMITED LICENSE TO USE the Software and that you shall obtain no title, ownership nor any other rights in or to the Software nor in or to the algorithms, concepts, designs and ideas represented by or incorporated in the Software. You may only use the Software in conjunction with your use of the Products.  This is a license agreement and not an agreement for sale.

(ii) You and your employees and agents are required to protect the confidentiality of the Software. You may use the Software solely for the purpose of using the Product. You may not distribute or otherwise make the Software available to any third party, by time-sharing, renting, leasing or otherwise, without the prior written consent of PCC. Unless otherwise permitted by laws, you may not modify, adapt, translate, change, de-compile, reverse assemble, reverse compile, or mechanically or electronically trace the Software, or any copy thereof, in whole or in part, nor may you attempt to do any of the foregoing. You may not assign, transfer, rent, lease or furnish the Software or this License to any other person without the prior written consent of PCC.  

(iii) You may not remove any copyright, trademark or other notice or product identification from the Software and you must reproduce and include in its entirety any such notice or product identification on any copy of the Software.

(iv) This License does not grant you any right to any enhancements or updates to the Software, nor any support services.

(v) The Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines.

(vi) In the event that the Software contains the "InternetPost for Active Platform" and you intend to develop certain application software using the "InternetPost for Active Platform", you must procure an appropriate license from the intellectual property owner thereof:

(vii) You may not send any harmful large quantity of electronic data, distribute any computer virus, nor otherwise use the Software to offend public order and morals.


3. Term and Termination. This License is effective until terminated. You may terminate this License at any time by destroying or returning to PCC, at your expense, the Software together with all copies thereof in any form. This License will also terminate effective immediately upon occurrence of any of the conditions set forth elsewhere in this License, or if you fail to comply with any term or condition contained herein. Upon any such termination, you agree to destroy or return to PCC, at your expense, the Software together with all copies thereof in any form.


4. Warranty.

(i) PCC warrants to you only that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery of the Software to you. PCC's entire liability, and your exclusive remedy, under this warranty shall be a replacement of the defective media returned to the place where you obtained it within the aforesaid warranty period. Notwithstanding the foregoing, PCC shall have no obligation for (i) any defects in the media on which the Software is furnished resulting from your storage of the Software, or (ii) any defects that have been caused by operation of the media otherwise than as, or in environmental conditions other than those, specified by PCC, by accident, misuse, neglect, abuse, mishandling, misapplication, modification, alteration, acts of God or by improper installation or maintenance.

(ii) You expressly acknowledge and agree that the use of the Software is provided to you "AS IS" and without warranty of any kind. PCC does 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. PCC assumes no responsibility for the accuracy of the Software or for the results obtained by you from the Software. You assume full responsibility for selection of the Software and its operation/non-operation and the results obtained therefrom.

(iii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, PCC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


5. Limitation of Liability.  PCC AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF USE OF THE SOFTWARE, PRODUCT OR ANY ASSOCIATED EQUIPMENT, LOSS OF INFORMATION OR DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF ANY PARTY DEALING WITH YOU, ARISING FROM OR IN CONNECTION WITH THIS LICENSE AND/OR THE USE OF THE SOFTWARE, EVEN IF PCC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL THE LIABILITY OF PCC AND ITS AFFILIATES AND SUPPLIERS TO YOU (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.


6. Exports.  You may not permit a foreign national to use or otherwise export or re-export the Software except as authorized by the relevant laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (i) to anyone outside of your country without first obtaining a license from the relevant authorities in your country and, if applicable, U.S. Department of Commerce or any other agency or department of the U.S. government, as required, (ii) into (or to a national or resident of) any country your authorities embargoed or any country which is prohibited from receiving exports of the Software by the Security Counsel of the United Nations or, if applicable, (iii) to anyone on the U.S. Treasury Department's list of specially designated nationals or the U.S. Department of Commerce's Table of Denial Orders. By installing or using the Software, you represent and warrant to PCC that that you are not located in, under the control of, or a national or resident of any such country or on any such list.


7. Notice to U.S. Government End Users.  The Software is a "commercial item", as that is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in FAR 12.212 and DFARS 227.7202. Consistent with FAR 12.212 or DFARS 227.7207, as applicable, the Software is licensed to U.S. Government end users as a commercial item, with only those rights as are granted to all other end users pursuant to the terms and conditions of this License.


8. Governing Law.  This License shall be governed by the laws of Japan, without regard to its conflict-of-laws rules. This License shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. You hereby consent to exclusive jurisdiction and venue of Tokyo District Court in Japan over all disputes relating to this License.


9. Entire Agreement. You agree that this License is the complete and exclusive statement of the agreement between us, which supersedes any proposal or prior agreement, oral or written, and any other communications between us, relating to the subject matter of this License.


IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE.



End of LIMITED USE LICENSE AGREEMENT File (2005-10-6)