KONICA MINOLTA

Measuring Instruments

Giving Shape to Ideas

Color Data Software SpectraMagic NX

End User License Agreement (Ver. 3.31)

IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING.

Product: SpectraMagic NX (CM-S100w)

This End User License Agreement ("Agreement") is a binding agreement between you (“You") and Konica Minolta, Inc. ("Konica Minolta"). This Agreement governs your use of this software (including all related documentation, the "Software").
BY INSTALLING, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) HAVE THE AUTHORITY TO CONCLUDE THIS AGREEMENT ON BEHALF OF YOUR COMPANY, ORGANIZATION, INSTITUTION, OR AGENCY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL THE SOFTWARE.

§1 License Grant.

Subject to the terms of this Agreement, Konica Minolta grants you a limited, non-exclusive, and nontransferable license to:
(a) install and use the Software on your computers which are under your control solely for the purpose of using the Software with compatible Konica Minolta or other instruments as specified in Software specifications, provided, however, that, unless otherwise agreed between you and Konica Minolta, the number of the computers that you may use the Software at one time is limited to the number of the licenses which you separately purchase from Konica Minolta, and shall not simultaneously use the Software on computers beyond the number (this restriction shall not be applied, when you only use the functions of the Software that are provided free of charge); and
(b) make one copy of the Software only for backup purpose, in addition to the duplication necessary for the installation under Section 2(a) above.

§2 License Restrictions.

  1. You shall not:
    (a) duplicate the Software, except as expressly permitted by this license;
    (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software;
    (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or
    (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed publicly.

  2. You agree that Konica Minolta may audit your use of the Software with respect to your compliance with the terms of this Agreement at any time, upon reasonable prior notice.

§3 Reservation of Rights.

You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions under this Agreement. Konica Minolta and its licensors reserve and shall retain their entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

§4 Updates.

Konica Minolta may from time to time in its sole discretion develop and offer Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Konica Minolta has no obligation to offer any Updates or to continue to provide or enable any particular features or functionality, and that whether or not to require additional charges for Updates shall be at the sole discretion of Konica Minolta. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.

§5 Term and Termination.

  1. The term of Agreement commences when you install the Software and will continue in effect until terminated by you or Konica Minolta as set forth in this Section 5.

  2. You may terminate this Agreement by deleting the Software and all copies thereof from your computer.

  3. Konica Minolta may terminate this Agreement upon written notice to you, if
    (i) you violate any of the terms and conditions of this Agreement,
    (ii) you engage in the activities directly competing with Konica Minolta,
    (iii) a controlling interest of you is acquired by a third party competing with Konica Minolta, or
    (iv) if all or substantially all of your business or assets are transferred to a third party competing with Konica Minolta.
    In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

  4. Upon termination:
    (a) all rights granted to you under this Agreement will also terminate; and
    (b) you must cease all use of the Software and delete all copies of the Software in your possession.

§6 Disclaimer of Warranties.

  1. If the Software was provided on media (optical disc, USB memory stick, etc.), Konica Minolta warrants the media on which the Software is recorded and accompanying printed documents, if any, to be free from defects (only if the defects interferes with use of the Software) in materials and workmanship under normal use for a period of ninety (90) days from the date you purchased the same as evidenced by the receipt or otherwise. If you discover a defect on your media or printed documents, Konica Minolta will replace them with new one. Notwithstanding the foregoing, Konica Minolta does not warrant the media and printed documents if the defects are caused by your intentional or negligent act, misuse, or other abnormal use.

  2. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KONICA MINOLTA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, KONICA MINOLTA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS.

§7 Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KONICA MINOLTA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR KONICA MINOLTA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KONICA MINOLTA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE.

§8 Indemnification.

You agree to indemnify, defend, and hold harmless Konica Minolta and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Software or your breach of this Agreement.

§9 Export Regulation.

This Software may be subject to US export control laws and regulations, including the Export Administration Regulations (“EAR”) and the International Traffic in Arms Regulations (“ITAR”). You shall strictly comply with all applicable international and national laws, including, but not limited to, EAR and ITAR, as well as US and other governments’ laws and regulations applicable to end user, end use and destination of the Redistributable Code and the Documentation.

§10 US Government Rights.

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

§11 Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

§12 Governing Law.

This Agreement is governed by and construed in accordance with the law of Japan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in Tokyo District Court. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

§13 Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

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