End User License Agreement
SOFTWARE LICENSE AGREEMENT
NEC Platforms, Ltd. (hereinafter called “NECPF”) grants certain license to you pursuant to the terms and conditions of this Software License Agreement (hereinafter called the “Agreement”) to use the Kiosk Client (hereinafter called the “Software”) and related documents (hereinafter called the “Documents”) (the Software and the Documents collectively called the “Licensed Products”) which are provided to you with this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. MARKING “I accept …” AND CLICKING “NEXT” AT THE CONFIRMATION SCREEN OF THIS AGREEMENT INDICATES YOUR INTENTION TO USE THE LICENSED PRODUCTS AND YOUR AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND COMPLY WITH THIS AGREEMENT, YOU SHALL DESTROY OR DELETE THE LICENSED PRODUCTS, AND YOU MAY NOT USE THE LICENSED PRODUCTS.
To activate the Software, you need to purchase a software license separately, get the license file, and install the license file in your license server which you prepared for License Manager Client. This Agreement is available for your future reference at the file named “EULA_KioskClient_EN.rtf” in the media where the Software is contained (hereinafter called the “Media”) even after installation of the Software.
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License
(1) Subject to the terms and conditions set forth herein, NECPF grants to you the non-transferable, non-exclusive and limited license to install the Software in your personal computer (hereinafter called “Machine”) and to use the Software on the Machine in accordance with the Documents.
(2) Except as otherwise expressly stated herein, you shall not
(i) copy, modify, translate, quote or create any derivative work of all or any part of the Licensed Products,
(ii) sell, rent, lease, distribute, sublicense or otherwise transfer all or any part of the Licensed Products except expressly provided in Section 1(4),
(iii) reverse engineer, decompile, reverse assemble or otherwise attempt to gain access to the source code of all or any part of the Software,
(iv) remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Licensed Products,
(v) use all or any part of the Software other than on the Machine,
(vi) use the Licensed Products for the development of any application program for commercial use,
(vii) use any component of the Software by linking (whether statically or dynamically) to any component not part of the Software,
(viii) use the Licensed Products in life support systems, human implantation, nuclear facilities or systems or any other application where failure could lead to a loss of life or catastrophic property damage,
(ix) breach any rules including laws, regulations, and municipal ordinances regarding the use of the Licensed Products, or
(x) cause or permit any third party to do any of the foregoing.
(3) Upon giving prior written notice to you, NECPF shall have the right to audit your use, deployment, and exploitation of the Licensed Products for the purpose of confirming whether you comply with the terms and conditions of this Agreement. Such audit shall be conducted during regular business hours at your site and in such a manner as not to interfere unreasonably with your normal business activities.
(4) You may transfer your rights and obligations under the terms and conditions of this Agreement to a third party, provided, however, that the following conditions shall be fulfilled,
(i) such third party agrees to be bound by all the terms and conditions of this Agreement, and
(ii) you transfer all the Licensed Products and the Machine to such third party, delete or destroy all the copies of the Licensed Products and will not keep any copies of the Licensed Products afterwards.
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Intellectual Property Rights
Nothing in this Agreement shall be construed as transferring any or all intellectual property rights in, and to, the Licensed Products and all the update versions thereof, whether or not provided by NECPF.
You agree that NECPF or its licensors shall retain such intellectual property rights, whether or not any part thereof is or may be copyrighted or patented.
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No Warranty
(1) NECPF PROVIDES THE LICENSED PRODUCTS “AS IS” AND MAKES NO WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE LICENSED PRODUCTS.
(2) In the event that NECPF makes the update version, function added version, bug-fix version, or modification of the Licensed Products or program to be such (hereinafter collectively called the “Updated Program”), NECPF may, at its sole discretion, provide you with the Updated Program or the information related to the Updated Program, provided, however, that NECPF may, at its discretion, provide the Updated Program and related information at the timing and in the manner determined by NECPF. The Updated Program shall be deemed as a part of the Licensed Products.
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Termination
(1) This Agreement shall take effect at the time when you agree to the terms and conditions of this Agreement.
(2) You may terminate this Agreement by giving NECPF a written notice.
(3) In the event that you fail to comply with any provision of this Agreement, NECPF may, at any time, terminate this Agreement.
(4) After any termination of this Agreement, you shall not use the Licensed Products for any purpose and shall immediately delete or destroy all copies of the Licensed Products. Sections 1(2), 1 (3), 2, 3, 4(4), 5, 6, 7 and 9 shall survive any termination of this Agreement.
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Export Control
You shall not export directly or indirectly all or any part of the Licensed Products to any foreign countries without any necessary approval of each government agency according to the applicable laws, regulations and administrative guidance of each country having competent jurisdiction and the United States of America.
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Limitation of Liability
IN NO EVENT SHALL NECPF, ITS SUPPLIIERS AND ITS DISTRIBUTERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS AND PROCUREMENT COSTS FOR ANY SUBSTITUTE), WHETHER IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, ON ACCOUNT OF OR ARISING OUT OF USE OF THE LICENSED PRODUCTS OR IMPOSSIBILITY THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR NECPF HAD FORESEEN OR COULD HAVE FORESEEN SUCH DAMAGES. IN NO EVENT SHALL NECPF, ITS SUPPLIIERS AND ITS DISTRIBUTERS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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Open Source Software
The Software contains third party software components including open source software components.
Such software is not subject to the terms and conditions of this Agreement but those of the applicable licenses to be obtained at “Open Source and Third Party Software” of the manual “SmartGuestCheck-in.pdf” which is available for download (https://smartcheck-in.nec-help.com/latest/). The components listed in the Section “1. Kiosk Client”, “2. NEC AI Scanner Service” and “3. NEC Veridocs Service” are the open source software components included in the Software.
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Notice of Security
The security-related precautions necessary for you to use the Software are described in the "Security and Compliance Requirements" and "Securing the Communication between Kiosk Applications" of the manual “SmartGuestCheck-in.pdf” which is available for download (https://smartcheck-in.nec-help.com/latest/). You shall confirm those matters in advance before using the Software.
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General Provisions
(1) This Agreement shall be governed by and interpreted in accordance with the laws of Japan.
(2) You shall use the Licensed Programs within the scope permitted by all applicable laws and regulations. NECPF will not be responsible for any breach of laws or regulations of any country, including Japan, by you.
(3) All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of the first trial.
(4) The Licensed Products is a “commercial item” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, NECPF provides the Licensed Products to U.S. Government End Users only pursuant to the terms and conditions therein.
(5) This Agreement constitutes the entire agreement between you and NECPF and supersedes any and all oral or written agreements previously existing between you and NECPF with respect to the subject matter hereof.
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Notice
NEC Corporation of America