Software License Agreement

DL Software (including firmware)

Article 1 (Purpose)

This agreement (hereinafter referred to as this “Agreement”) sets forth the matters agreed by and between a customer, who is a user of our software (hereinafter referred to as the “Software”), whether person or legal entity (hereinafter simply referred to as the “Customer”), and aiphone, in the use of the Software by the Customer.

Article 2 (Type of the Software)

The Software (including any firmware) covered by this Agreement is the software used for our products, etc. by downloading from our web site, etc.

Article 3 (Conclusion of the Agreement)

This Agreement shall be concluded at the time of download of the Software by the Customer.

Article 4 (Details of License)

1. aiphone grants a non-exclusive license, which may not be assigned, leased or sublicensed related to the Software to the Customer, subject to the Customer’s compliance with the provisions hereof.
2. The Customer shall use the Software only to the extent of the purpose of use provided for by aiphone for each type of the Software.
3. The Customer shall download the Software from our web site, etc. for each device or mobile terminal which uses the Software.
4. The license of the Software hereunder shall not accompany the transfer of any copyrights related to the Software. The Customer shall not be entitled to any right not expressly provided for herein.

Article 5 (Indemnity/No Warranty)

1. aiphone shall not warrant, with respect to the Software, accuracy, merchantability, usability, fitness for a particular purpose, and non-infringement of copyright or any other right of a third party.
2. aiphone shall not be liable for any damages incurred by the Customer due to misuse of any features of the Software by a third party. For a security reason, the Customer must maintain the password, etc. strictly confidence with respect to the Software, upon its responsibility.
3. aiphone shall provide the Software as is, unless provided for herein to the contrary, and shall not be liable for non-operation, malfunction, and adverse effect on any other software (non-operation and malfunction of such software) due to the use of the Software.

Article 6 (Limitation of Liability)

*1: Free version

aiphone shall not be liable for any damages (including, without limitation, direct damages, indirect damages, damages arising out of a special reason, loss of profit, business interruption, loss of business information and other pecuniary damages) resulting from defects of the Software, except for the case where aiphone provides the Software, knowing the existence of defect therein and not notifying the same.

*2: Paid version

If the Customer incurs any damages in respect of the Software, and even if aiphone is liable to compensate for such damages, the extent thereof shall be limited to the ordinary damages caused directly and in actuality to the Customer, and the maximum thereof shall be the amount paid by the Customer in acquiring the license of the Software, unless the Customer is a consumer and aiphone has caused any damages to the Customer due to its willful misconduct or gross negligence.

Article 7 (Prohibited Matters)

The Customer shall not:

1. download the Software exceeding the licensed number hereunder (reproduction), except for making one (1) reproduction for the purpose of backup;
2. sublicense, lease or assign the Software to a third party, unless provided for herein to the contrary;
3. do any act which aims at source code analysis such as reverse engineering, decompile and disassemble with respect to the Software;
4. create any derivative works based on the Software in whole or in part, or separate and use a part of the Software;
5. disclose the serial number with respect to the Software provided by aiphone to the Customer hereunder, to any third party;
6. do any act to damage credit of aiphone;
7. do any act to infringe any right of aiphone or do any other act to cause unreasonable loss to aiphone;
8. export the Software outside Japan; and
9. in addition to the acts as set forth in each of the foregoing items, violate this Agreement or laws and regulations.

Article 8 (Dispute with Third Party)

If any dispute arises due to the infringement of copyrights, patent rights or other intellectual property rights, or any other reason between the Customer and a third party, due to the use of the Software by the Customer, the Customer shall settle such dispute upon its own expenses and responsibility, and shall not cause any inconvenience to aiphone, unless such dispute arises due to a cause solely attributable to aiphone.

Article 9 (Termination)

If the Customer violates this Agreement, and such violation remains uncured after making a demand providing a reasonable period, aiphone may terminate this Agreement and claim any damages incurred by such violation.

Article 10 (Destruction of the Software)

If this Agreement terminates for any reason whatsoever, the Customer shall immediately cease the use of the Software, and destroy, or return to aiphone, the Software in whole. In this regard, if aiphone requires, the Customer shall submit a document to prove the destruction of the Software to aiphone.

Article 11 (Governing Law)

This Agreement shall be executed and construed in accordance with the laws of Japan.

Article 12 (Settlement of Dispute)

Any disputes related to this Agreement shall, in principle, be settled upon good faith consultation between the parties. If any dispute cannot be settled upon consultation, such dispute shall be settled by an action brought in the Nagoya District Court having the exclusive jurisdiction of the first instance.