License Agreement

LICENSE AGREEMENT

S.T.Japan-Europe GmbH

Important Notice – Please Read Carefully:

Please read the End-User License Agreement before opening the package. By breaking the seal, you indicate acceptance of the licensing Agreement.
This is a legally and binding Agreement between you (either an individual or a single entity) (“Licensee”, “you”) and S.T. Japan, its agents, suppliers and distributors (“STJ”). This License Agreement is made and effective of the day of purchase of the Licensed Products.
If you do not agree to the terms of this Agreement, do not open this package or use the data or software herein. Promptly return the entire package to the place where you obtained it for a full refund.

Use of the Spectral Databases and/or Software (the "Licensed Products") provided to you provided herewith by STJ pursuant to this License Agreement will constitute acceptance of this Agreement and the STJ Support Agreement. In return for acquiring a license to use the Licensed Products, you agree to the following terms and conditions:

GRANT OF LICENSE. STJ grants to you a nonexclusive, non-transferable right to use the Licensed Products in accordance with the terms contained in this Agreement. The Licensed Products may be used on a single central processing unit ("CPU"). If you have purchased a site license, you may use the Licensed Products on the number of CPUs defined by, and in accordance with, the site license. You may copy the Licensed Products solely for back-up purposes. Under no circumstances may you copy or reproduce the Licensed Products for assignment, transfer or distribution to others.

LICENSEE'S OBLIGATIONS. The Licensee will not distribute, sell, license or sub-license, let, trade or expose for sale the Licensed Products to a third party. No copies of the Licensed Products are to be made other than as expressly approved by STJ in written form. No changes to the Licensed Products or its content may be made by Licensee. The Licensee will provide technological and security measures to ensure that the Licensed Products which the Licensee is responsible for is physically and electronically secure from unauthorized use or access. The Licensee may not, in whole or in part, copy, reproduce, translate, reverse engineer, modify, or create derivative works based on the Licensed Products. The Licensee may not transfer the Licensed Products to another single CPU provided unless you notify STJ in writing of the transfer and/or you follow written procedures established by STJ for such transfer and, for deletion of the Licensed Products from the initially designated CPU.

ADDITIONS TO LICENSED PRODUCTS. From time to time, you may wish to acquire and access additional Licensed Products provided by STJ. Such additional Licensed Products may already be stored on media provided herein. You may use such additional Licensed Products only after they have been acquired and, only after you have been authorized to do so by STJ and, only in accordance with the terms of this Agreement and procedures established in writing by STJ.

OWNERSHIP OF LICENSED PRODUCTS. The Licensed Products are licensed not sold. The Licensee’s title confers no title or ownership in the Licensed Products. STJ retains the copyright, title and ownership of the Licensed Products and any written materials supplied with said Licensed Products. The Licensee shall ensure that the Licensed Products retain all copyright notices and other proprietary legends and all trademarks or service marks on the delivery media and/or inserted into the Licensed Products. Furthermore, you agree to insert copyright notices onto any Licensed Products which you may printout or otherwise transfer into a format external to the format in which Licensed Products have been delivered.

All title, ownership rights and intellectual property rights in and to the Licensed Products and any and all copies thereof (including but not limited to any computer code, objects, characters, character names, concepts, and any related documentation) are owned by STJ. The Licensed Products are protected by the copyright laws of Germany, Japan, USA and international copyright treaties and conventions and other laws. All rights are reserved. The Licensed Products may contain certain licensed materials and STJ may act to protect their rights in the event of any violation of this Agreement.

INDEMNITY. The Licensee must indemnify, defend and hold STJ harmless from and against any claims (including third party claims), demands, actions, suits, expenses (including attorney's fees) and damages (including indirect or consequential loss) resulting in any way from: (a) Licensee's and Licensee's employee's use or reliance on the Licensed Products, (b) any breach of the terms of this License Agreement by the Licensee or any Licensee employee. This clause will survive termination of this Agreement.

COPY PROTECTION AND PROHIBITION AGAINST REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY AND SYSTEMATIC EXTRACTION OF THE DATA IN LICENSED PRODUCTS. The Licensed Products, have been provided with copy protection. You may not reverse engineer, decompile, or disassemble the hardware or software used for providing copy protection or, otherwise attempt to reverse engineer, decompile or disassemble the Licensed Products in order to gain access to data and/or software in an unprotected format; nor may you systematically extract the data included within Licensed Products from its protected format into an unprotected format.
TERMINATION. This Agreement is effective until terminated. You may terminate the Agreement at any time by destroying the Licensed Products and any portions of the Licensed Products. This Agreement will terminate automatically without notice from STJ if you fail to comply with any provision of this Agreement. Upon termination you shall destroy all copies of the Licensed Products and any portions of the Licensed Products and all written materials provided with the Licensed Products.

LIMITED WARRANTY. STJ warrants the media on which the Licensed Products are delivered to be free of defects in material and workmanship, under normal use, for a period of ninety (90) days following the date of delivery to you. In the event of defects, STJ's sole liability shall be to (a) replace the defective media or (b) refund the purchase price, at STJ's option. You must return the Licensed Products to STJ with your dated invoice during the 90-day warranty period in order to receive a refund or replacement. You assume the entire risk as to the quality, reliability, and performance of the Licensed Products and any documentation that is provided.

DISCLAIMER OF WARRANTIES. STJ and any third party involved in the creation, production or delivery of the Licensed Products disclaims all other warranties, expressed or implied, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose and non-infringement. STJ and any third party involved in the creation, production or delivery of the Licensed Products shall not be liable for any direct, indirect, consequential, exemplary, punitive or incidental damages arising from any cause even if STJ or such third party has been advised of the possibility of such damages. In no event will STJ and any third party involved in the creation, production or delivery of the Licensed Products may be liable for any amount greater than what you actually paid for the Licensed Products. Should any other warranties be found to exist, such warranties shall be limited in duration to ninety (90) days following the date of delivery of the Licensed Products. To the extent permitted by law, STJ will in no way be liable to the Licensee or any third party for any loss, damage or injury however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Licensed Products or any part thereof. The Licensed Products is provided by STJ on an “as is" basis. Notwithstanding anything contained in this Agreement, in no event shall STJ be liable for any claims, damages, loss or injuries which may arise from the modification, combination, operation or use of the Licensed Products with Licensee computer programs. STJ does not warrant that the Licensed Products will function in any environment. The Licensee acknowledges that: (a) The Licensed Products have not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and (b) it is therefore the responsibility of the Licensee to ensure that the Licensed Products meets its own individual requirements. To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by STJ, including any implied warranty of merchantability or fitness for a particular purpose.

RESTRICTIONS. You agree that to the extent the export regulations are applicable to License Products, you will not export or re-export said License Products without the required government license(s). Furthermore, you agree that your obligations pursuant to this section will survive and will continue after any termination of rights under this Agreement. In addition, you agree to not use the Licensed Products to test software algorithms that might result in product offerings that would be competitive to Licensed Products.

GENERAL. This Agreement contains the sole and exclusive provisions between STJ (including its agents, suppliers and distributors) and you relating to the subject matter contained herein and supersedes any proposal or prior agreement, oral or written, and any other communications regarding this matter.

This Agreement shall be governed by and construed in accordance with the laws of Germany, Japan and USA.