SOFTWARE LICENSE AGREEMENT
This License Agreement (the "AGREEMENT") is a legal agreement between you and Yamaha Corporation ("YAMAHA") under which YAMAHA is providing the firmware of YAMAHA's network products (the "PRODUCT") and/or related software program(s), including, if any, their documentation and electronic files (collectively, the "SOFTWARE").
This AGREEMENT applies to the SOFTWARE which YAMAHA provides you and the installed copy thereof, subject to the provision of 1-1 herein, into the PRODUCT or personal computer owned by you.
1. GRANT OF LICENSE:
1-1. YAMAHA grants you a personal non-exclusive license to install the SOFTWARE and use the SOFTWARE on the PRODUCT or other devices, including but not limited to the personal computer, which you own.
1-2. You shall not assign, sublicense, sell, rent, lease, loan, convey or otherwise transfer to any third party, upload to a web site or a server computer to which specified or unspecified persons may access, or copy, duplicate, translate or convert to another programming language the SOFTWARE except as expressly provided herein. You shall not alter, modify, disassemble, decompile or otherwise reverse engineer the SOFTWARE and you also shall not have any third party to do so.
1-3. You shall not modify, remove or delete a copyright notice of YAMAHA contained in the SOFTWARE.
1-4. Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by YAMAHA to you for any intellectual property of YAMAHA and/or YAMAHA’s licensor(s).
2. OWNERSHIP AND COPYRIGHT:
2-1. The SOFTWARE is protected under the copyright laws and owned by YAMAHA and/or YAMAHA’s licensor(s). You agree and acknowledge that YAMAHA transfers neither ownership interest nor intellectual property in the SOFTWARE to you under this AGREEMENT or otherwise.
2-2. Third party software, data or related document(s) ("THIRD PARTY SOFTWARE") may be attached to, or provided as part of the SOFTWARE. If, in the written materials or the electronic data accompanying the Software, Yamaha identifies any software and data as THIRD PARTY SOFTWARE, you acknowledge and agree that you must abide by the provisions of any Agreement provided with the THIRD PARTY SOFTWARE and that the party providing the THIRD PARTY SOFTWARE is responsible for any warranty or liability related to or arising from the THIRD PARTY SOFTWARE. Yamaha is not responsible in any way for the THIRD PARTY SOFTWARE or your use thereof.
3. EXPORT RESTRICTIONS:
You agree to comply with all applicable export control laws and regulations of the country involved, and not to export or re-export, directly or indirectly, the SOFTWARE in violation of any such laws and regulations.
4. SUPPORT AND UPDATE:
YAMAHA, YAMAHA's subsidiaries and affiliates, their distributors and dealers are not responsible for maintaining or helping you to use the SOFTWARE. No updates, bug-fixes or support will be made available to you for the SOFTWARE.
5. DISCLAIMER OF WARRANTY:
5-1. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5-2. IN NO EVENT SHALL YAMAHA, YAMAHA'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS INTERRUPTION OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE SOFTWARE, USE THEREOF, OR INABILITY TO USE THEREOF EVEN IF YAMAHA, YAMAHA'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS OR DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
5-3. YAMAHA, YAMAHA'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS SHALL HAVE NO OBLIGATION TO INDEMNIFY YOU AGAINST ANY CLAIM OR SUIT BROUGHT BY A THIRD PARTY ALLEGING THAT THE SOFTWARE OR USE THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF SUCH THIRD PARTY.
6-1. This AGREEMENT becomes effective upon your agreeing the terms and conditions herein and continues in effect unless or until terminated in accordance with the provision of 6-2 or 6-3 herein.
6-2. You may terminate this AGREEMENT by deleting the SOFTWARE installed into the PRODUCT and/or the personal computer.
6-3. This AGREEMENT will also terminate if you fail to comply with any of the terms and conditions of this AGREEMENT.
6-4. In case this AGREEMENT is terminated in accordance with the provision 6-3, you shall promptly delete the SOFTWARE.
6-5. Notwithstanding anything contains herein, Sections 2 through 6 shall survive any termination or expiration hereof.
In the event that any provision of this AGREEMENT is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this AGREEMENT shall remain in full force and effect.
8. U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE:
The SOFTWARE is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.72024 (June 1995), all U.S. Government End Users shall acquire the SOFTWARE with only those rights set forth herein.
You agree that this AGREEMENT is the complete and exclusive statement of agreement between you and YAMAHA concerning the subject matter hereof and supersedes all proposals or prior agreements, verbal or written, and any other communications between you and the parties relating to the subject matter hereof. NO amendment to this AGREEMENT shall be effective unless signed by a duly authorized representative of YAMAHA.
10. GOVERNING LAW:
This AGREEMENT shall be governed by and construed in accordance with the lows of Japan without reference to the principles of conflict of laws.