PLEASE READ CAREFULLY the contents of this Agreement BEFORE DOWNLOADING or INSTALLING and PROCEEDING to use Software (hereinafter defined below) provided on the website Zuken Global Support or the zuken.com website for the territories of Europe and Americas (hereinafter collectively, "Zuken Official Website") that Zuken Inc. (hereinafter "Zuken") operates
This Agreement is a legal document governing the use of Software by you, either an individual or a business entity (hereinafter called 'You') and will be entered into between You and Zuken.
By downloading, installing and/or using Software, You will be deemed to have accepted the full terms of this Agreement. If You do not accept any term of this Agreement, You must NOT download, install and/or use the Software.
Article 1 (Definition)
Software means machine-readable software program, data, font, file, library (collectively "Programs") provided on the Zuken Official Website, in whole or part, including its renewal version and any associated documentation such as manuals, (including electronic documentation), associated reference and printed materials.
Article 2 (Grant of right)
Subject to the terms of this Agreement, Zuken grants You a non-exclusive and non-transferable right to use the Software for your own use and internal purposes only on the CAD/CAM system provided by Zuken.
Article 3 (Restrictions)
1. You may NOT do any of the following:
(1) sub-license, assign, transfer, sell, rent, lease, furnish as collateral or share use of the Software;
(2) reproduce, modify, or create derivative of the Software; or
(3) disassemble, decompile, or reverse-engineer the Software in any means.
2. You agree and acknowledge that You may NOT use beyond the scope of internal purposes, disclose, transfer or assign to a third party including Your affiliates and subcontractors ("Third Party"), or grant a Third Party a right to use a software program which You have developed, that either was developed using this Software, or that uses any parts of this Software without Zuken’s prior written consent.
3. If You do any of the acts prohibited above, either directly or through a Third Party, which results in damage being suffered by Zuken, You agree You will pay compensation to Zuken by itself or jointly and severally with the Third Party, and indemnify Zuken against all losses suffered and costs incurred by Zuken.
Article 4 (Intellectual property rights)
Intellectual property rights including, without limitation, copyright, patent, trade mark, know-how, trade secret relating to the Software shall belong to Zuken or its licensors. You will not own or retain any rights other than the right to use the Software in accordance with this Agreement.
Article 5 (No liability)
You acknowledge that you will use the Software on Your own responsibility. Zuken will not be liable to You or any third party for any damages arising from the use of Software under this Agreement.
Article 6 (Disclaimer)
Zuken disclaims any warranty, express or implied, that the Software is free of defects, and all express or implied warranties of merchantability, fitness for a particular purpose, and non- infringement upon any third party’s intellectual property right in connection with the Software. You agree and acknowledge that Zuken has no obligation to correct any defect or otherwise maintain the Software for any reason whatsoever.
Article 7 (Confidentiality)
You must use solely for the permitted purposes in accordance with this Agreement and keep in confidence any contents of Software including but not limited to all documentation, software features, capabilities, functionalities and specifications and this Agreement and must not disclose or leak out to any third party.
Article 8 (Termination)
Zuken may terminate this Agreement, and/or claim against You for compensation if any of the following acts or omissions occur:
(1) You breach any term of this Agreement;
(2) You do any act infringing Zuken’s rights under Article 4 of this Agreement;
(3) You receive a suspension of transaction from a financial institution, or there is any other suspended payment which is an actual or potential cause of bankruptcy;
(4) Any application for liquidation, corporate reorganization, bankruptcy, or corporate rehabilitation is made against You;
(5) You receive from a third party a seizure, compulsory execution, or preventive maintenance order et al;
(6) You pass a resolution in favor of dissolution, merger, spin-off or divestiture, assignment of business, or any other corporate reorganization;
(7) A majority of voting rights or share in the securities of the whole shareholders of You makes a change;
(8) You receive from the applicable authorities cancellation or suspension of business permit et al, so that Zuken considers that Your performance of this Agreement is difficult;
(9) Zuken considers that there is a reasonable ground for terminating this Agreement.
Article 9 (Export restrictions)
You acknowledge and agree that You will not re-export the Software to any country, person, entity or end use in contravention of Japanese and UK Export control laws and regulations, US Export Administration Regulations and any other applicable export laws and regulations of any jurisdiction ("Export Laws"). You further agree that You will never use the Software for development and production of nuclear, biological or chemical weapon or missile, or any other weapons of mass destruction and that You will not use the Software for the development and production of conventional weapons, either, unless prior written permit is granted before Zuken's export. You shall defend, indemnify and hold harmless Zuken and its affiliates from and against any damages, fines, penalties assessments, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) asserted by any person or entity against Zuken or its affiliates, directly or indirectly arising out of a breach of this provision by You.
Article 10 (Surviving terms)
Articles 3, 4, 5, 6, 7, 10 and 11 will survive the termination of this Agreement.
Article 11 (Governing law)
This Agreement is governed by and construed in accordance with the laws of Japan. The parties must submit to the exclusive jurisdiction of the Tokyo District Court of Japan with respect to any dispute arising in relation to this Agreement.
Article 12 (General terms)
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreement. In the event that any term of this Agreement is found to be invalid, unenforceable or illegal, the remainder of this Agreement will remain in full force and effect. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term, and no waiver of one breach will constitute a waiver of subsequent breaches of the same or of a different nature.