Cell Counter model R1 software LICENSE AGREEMENT

OLYMPUS End-User License Agreement

IMPORTANT: CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BELOW BEFORE USING THE SOFTWARE.

THIS IS A VALID AND LEGALLY ENFORECEABLE AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND OLYMPUS CORPORATION ("OLYMPUS").
THE SOFTWARE INCLUDES OLYMPUS' COMPUTER PROGRAM, ASSOCIATED PRINTED MATERIALS, DATA AND INFORMATION, WHICH ARE PROVIDED BY A VARIOUS WAY INCLUDING BUT NOT LIMITED TO PREINSTALLING, THROUGH FLOPPY DISKS OR CD-ROM OR NETWORK.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Software

All titles and rights to the Software are owned by OLYMPUS and its licensors. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
The name, version and quantity of the licenses granted, of the Software is as follows;

Software Name: Cell Counter model R1
Quantity of Licenses: 1

The Software may be modified or enhanced by OLYMPUS or its licensors for debugging, upgrading or any other purposes. The Software shall contain such modified or enhanced version of the Software to that originally acquired by you. You can only use either the previous version or the modified or enhanced version and cannot use both of the versions.

2. Conditions of Use

Subject to all of the terms and conditions of this Agreement, OLYMPUS grants to you a non-exclusive, non-assignable copyright license to use the Software within the Territory of installation. For the purpose of this license, the term Territory shall mean (i) for installations in a member state of the European Union: all member states of the European Union and (ii) for installations in a country outside of the European Union: the country in which the computer is located on which the Software is installed.
Except as expressly provided herein, no license or right is granted to you directly or by implication, inducement, estoppel or otherwise, specifically Olympus and its licensor do not grant any express or implied right to you under patents, copyrights, trademarks, or trade secret information of Olympus or its licensor.

If you obtain one (1) license;

in case of stand-alone licenses
" the Software may be installed and used only on a single specific computer device,
in case of client-server licenses
"
in case of web application licenses
" the Software may be used only by a single client at any single time, and
in case of other license environment
"

The licenses granted hereunder shall be limited to the use of the Software at the system configuration authorized by OLYMPUS prior to such use. Therefore, for example, if OLYMPUS provides you with the Software only for the use on stand alone basis, you cannot use the Software in any other system configurations, such as client-server environment.

3. Transfer

You may permanently transfer all of your rights under this Agreement only if the recipient agrees in writing to all of the terms and conditions of this Agreement and you destroy and will not keep any copies of the Software in your possession.

4. Restrictions

4.1  You may not alter, erase or deface any trademark, warning, copyright and other notice on the Software.

4.2  Without OLYMPUS' prior written consent, you may not copy or reproduce a whole or part of the Software, other than a single copy of the Software for archive purpose; and (ii) distribute a whole or part of the Software or such copy.

4.3  You may not use the Software or any copy of the Software contrary to all terms and conditions in ARTICLE 2 and all other ARTICLES in this Agreement.

4.4  Unless enforcement is prohibited by applicable law, you may not analyze, decompile, disassemble, derive information from, or otherwise reverse engineer the Software.

4.5  You may not transform, adapt or modify, make a derivative work from a whole or part of the Software without OLYMPUS' prior written approval.

4.6  You agree that the Software is subject to the export control laws and regulations of Japan, U.S.A. and other competent countries. You shall follow any such applicable export control laws and regulations of Japan, U.S.A. and other countries.

5. Limited Warranty

5.1 OLYMPUS warrants to you that, for a period of ninety (90) days from the date of purchase, the Software is free from substantial and physical errors or defects that will materially interfere with the operation or functions of the Software and will perform substantially as described in the manuals or other document accompanying the Software. OLYMPUS' and its suppliers' entire liability and your exclusive remedy shall be repair or replacement of the Software that does not meet the above limited warranty, provided that such Software shall be returned to OLYMPUS or its suppliers with a copy of your receipt. The warranty period for the repaired or replaced Software shall be ninety (90) days from the date of its receipt.

5.2  EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY SECTION 5.1 ABOVE, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE INVALID.

5.3  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT NEITHER OLYMPUS NOR ITS SUPPLIERS SHALL BE HELD TO ANY LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED BY YOU OR ANY OTHER THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF OLYMPUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will OLYMPUS' liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid for the Software by you for the Software under the terms and conditions of this Agreement. The foregoing limitation will apply even if the above stated warranty fails of its essential purpose.

5.4  The Software may include (i) some open source software and (ii) other third party software (collectivelly, "Third Party Software"). Regarding the use of the Third Party Software, you shall follow the license terms and conditions applied to such Third Party Software. Any part of this Agreement does not restrict, change or alter any of your rights and obligations imposed by the license terms and conditions of the Third Party Software.  

6. Termination of the Agreement

6.1  Without prejudice to any other rights, OLYMPUS may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement, provided that your obligations hereunder will survive the termination. In case of the termination of this Agreement, you must immediately cease to use the Software and destroy all of the Software and its copies.

6.2  You can terminate this Agreement by ceasing the use of the Software, destroying all of the Software and its copies and notifying OLYMPUS of such termination, provided that your obligations hereunder will survive the termination.

7. Governing Law and Venue

This Agreement shall be governed by, performed under and construed in accordance with the laws of Japan and with regard to any related legal action, you agree to exclusive jurisdiction and venue in courts in Tokyo, Japan.