THIS IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, HEREINAFTER "Licensee"), THE END USER, AND KYBERVISION JAPAN LLC. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE "PSYKINEMATIX" SOFTWARE FROM OUR WEB/FTP SITE AND/OR DO NOT INSTALL OR USE THE "PSYKINEMATIX" SOFTWARE.
1. Grant of License.
KyberVision Japan LLC ("KyberVision") grants to you a non-exclusive, non-transferable license, without right to sublicense, distribute or modify, for you and your employees to use the enclosed "Psykinematix" software and related documentation (collectively the "Product") as delivered by "KyberVision" only on computers the licensee owns or is responsible of. If the terms of this license agreement are violated, "KyberVision" immediately terminates said license and the customer is subject to the liability of any harm done to "KyberVision".
2. Trial Period and Limitations.
The Licensee acknowledges that the enclosed software is provided with full functionalities for evaluation purposes during a trial period of thirty (30) days from the date of installation ("Trial Period"). Upon expiration of the Trial Period, access to certain features or functionalities may be restricted or disabled unless the Licensee enters into a fully paid license agreement with "KyberVision".
3. Circumvention and Breach.
Any attempt by the Licensee or any third party to circumvent, bypass, or extend the Trial Period or to unlock or access restricted features or functionalities without obtaining a fully paid license from "KyberVision" constitutes a material breach of this Agreement. In the event of such breach, the Licensee shall be liable for immediate termination of the license, payment of all applicable fees, damages, and legal costs incurred by "KyberVision" in enforcing its rights under this Agreement, including but not limited to, injunctive relief and pursuit of civil remedies for unauthorized use or access to the software.
4. Title.
The product is copyrighted by "KyberVision". "KyberVision" retains all rights, title, and ownership of the Product and all subsequent full or partial copies and derivatives of the Product, made by you or "KyberVision", including translations, compilations, partial copies, modifications, updates and know-how in connection there with, regardless of the form or media in or on which the same may exist. This license is not a sale of the Product or any copy or derivative. You shall have no right to reproduce any full or partial copies of the Product. You agree not to take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of any software contained in the product. You also agree to destroy licensed data in all forms upon termination of said license or receipt of released program code.
5. Confidentiality.
You agree that the product, and other information, technical data, or know-how (including documentation) related to the Product (including the existence of the product and the results of use or testing), shall be considered Confidential Information of "KyberVision". You agree to protect the confidentiality of all Confidential Information of "KyberVision", and not to disclose the Confidential Information to any other party without the written permission of "KyberVision". Unauthorized use or disclosure of the Product may cause irreparable harm to "KyberVision". You agree promptly to report any unauthorized use or disclosure to "KyberVision".
6. Feedback.
If you provide feedback about the product to "KyberVision", you give to "KyberVision", without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a "KyberVision" software or service that includes the feedback. You will not give feedback that is subject to a license that requires "KyberVision" to license its software or documentation to third parties because we include your feedback in them. These rights survive this agreement.
7. Warranty Exclusion.
YOU AGREE THAT THIS SOFTWARE IS A COMMERCIALLY DEVELOPED PROGRAM THAT MAY CONTAIN "BUGS" (AS THAT TERM IS USED IN THE INDUSTRY) AND THAT IT MAY NOT FUNCTION AS INTENDED. THE SOFTWARE IS LICENSED "AS IS". KYBERVISION JAPAN LLC MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SOFTWARE, INCLUDING NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability.
IN NO EVENT WILL KYBERVISION JAPAN LLC BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM THE SOFTWARE OR THE USE THEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF KYBERVISION JAPAN LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
9. Proprietary Rights Exclusion.
"KyberVision" makes no representation or warranty that the Product, or products developed using the Product, do not infringe any proprietary rights of any third parties. You shall assume sole responsibility for any such infringement.
10. Indemnification.
You hereby agree to indemnify, defend and hold "KyberVision" harmless from and against any and all claims, actions, suits, liabilities, judgments, losses, damages, attorneys' fees and other expenses of every nature and character by reason of this Agreement or use by you of products utilizing the Product.
11. Export Restrictions.
You acknowledge and agree that the Software may be subject to export restrictions and controls. You agree and certify that neither the Software nor any direct product thereof (e.g. any application software product developed by Licensee that uses the Software) is being or will be acquired, shipped, transferred, exported or re-exported, directly or indirectly, into any country prohibited by export restrictions and controls. Licensee bears all responsibility for export law compliance and will indemnify "KyberVision" against all claims based on Licensee's exporting the Software.
12. Other Rights and Restrictions.
Except for the limited licenses granted herein, "KyberVision" retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software. You agree not to represent that "KyberVision" is affiliated with or approves of Licensee's software product(s) in any way.
13. Governing Law.
This Agreement shall be interpreted, construed, and enforced according to the laws of Japan. In the event of any action under this Agreement, the parties agree that the court located in Sendai, Miyagi will have exclusive jurisdiction and that a suit may only be brought in Sendai, Miyagi and Licensee submits itself for the jurisdiction and venue of the court located in Sendai, Miyagi.
This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman or agent has any authority to obligate "KyberVision" by any terms, stipulations or conditions not expressed in the Agreement.
If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid.
Should you have any questions concerning this Agreement, please write to:
KyberVision Japan LLC
2-3-17-101 Sagigamori, Aoba-ku
Sendai, Miyagi
981-0922 Japan