This License Agreement ("Agreement") is a legal agreement between you (either an individual or an entity) and FUJIFILM Corporation ("FUJIFILM"), which sets forth the terms and conditions of the license granted for you to use Warping and Blending Tool (“Software”).
By downloading the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download or use the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
1 LICENSE GRANT
(a) Subject to the terms and conditions of this Agreement, FUJIFILM hereby grants to you a non-exclusive, non-transferable and royalty-free license to use the Software solely for controlling the warping and blending function of FUJFIILM’s FP-Z8000 only on your computer (collectively the “Purpose”).
(b) The term of the license in the preceding paragraph starts from the release date of this Agreement and terminated (i) when the Purpose is completed, (ii) when FUJIFILM terminates the license granted to you, by FUJIFILM’s prior written notice, or (iii) when FUJIFILM terminates this Agreement pursuant to the Article 5, whichever is earlier.
(c) Upon the end of the term of the license set forth in the preceding Article, you shall, at your own responsibility and expense, immediately delete the Software including its copies from your computer.
2 RESTRICTIONS
(a) You shall not use the Software for any other purpose other than the Purpose.
(b) You shall not distribute, rent, lease or otherwise transfer all or any part of the Software to any third party without FUJIFILM’s prior written consent. You also shall not sublicense, assign or otherwise transfer all or any part of the rights granted to you by FUJIFILM under this Agreement without FUJIFILM’s prior written consent.
(c) You shall not copy, reproduce, modify, adapt or translate the Software. You also shall not alter or remove copyright and other proprietary notices that appear on or in the Software.
(d) You acknowledge that neither the Software nor any part thereof will be transferred or exported to any country or used in any manner in violation of any export control laws and regulations to which the Software is subject.
(e) You shall not assign or transfer this Agreement or any of the rights and obligations hereunder to any third party without prior written consent of FUJIFILM.
3 DISCLAIMER AND LIMITATION OF LIABILITY
(a) FUJIFILM provides the Software "AS IS" and without warranties of any kind, express or implied. FUJIFILM SHALL MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY OTHER MATTERS, INCLUDING, BUT NOT LIMITED TO NON-INFRINGEMENT OF ANY COPYRIGHT, PATENT, TRADE SECRET, OR ANY OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
(b) In no event shall FUJIFILM have any liability for any general, special, direct, indirect, consequential, incidental, or other damages (including damages for loss of profits or lost savings) incurred from the use of or inability to use the Software even if FUJIFILM has been advised of the possibility of such damages.
4 OWNERSHIP
All copyrights and other proprietary rights to the Software are owned and retained by FUJIFILM or the third party suppliers as indicated on or in the Software. Nothing contained herein shall be construed, expressly or implicitly, as transferring or granting any right, license, or title to you other than those explicitly granted under this Agreement.
5 TERMINATION
In case you breach any of the terms and conditions hereof, FUJIFILM may immediately terminate this Agreement without any notice. In this case, you shall immediately delete the Software from your computer.
6 TERM
This Agreement is effective until the date when you delete the Software, unless earlier terminated in accordance with Article 5 hereof. Notwithstanding the preceding sentence, Articles 2, 3, 4, 5, 7 and 8 shall survive any termination or expiration of this Agreement.
7 GOVERNING LAW, JURISDICTION AND VENUE
(a) This Agreement shall be governed by and construed in accordance with laws of Japan without reference to any choice or conflict of laws principles.
(b) Any action or suit under or relating to this Agreement shall only be brought in, and the parties hereby consent and submit to the jurisdiction of, the Tokyo District Court in Tokyo, Japan. In the event of any dispute related to this Agreement, the prevailing party shall be entitled to recover all its expenses related to such dispute including reasonable attorneys’ and experts’ fees and court costs. The Parties hereto shall not raise in connection herewith, and hereby waive, trial by jury and/or any defenses based upon the venue, the inconvenience of the forum, the lack of personal or subject matter jurisdiction or the like in any action or suit arising from such dispute. The parties hereto agree that the judgment, decree or order rendered by a court of last resort or a court of lower jurisdiction from which no appeal has been taken in Tokyo, Japan shall be final and binding upon both parties.
8 MISCELLANEOUS
(a) This Agreement constitutes the entire agreement between you and FUJIFILM and supersedes all prior communications, statements and agreements, written or oral, with respect to the Software.
(b) If it is determined that any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability shall not render this Agreement in valid or unenforceable as a whole, and such provision shall be changed and interpreted so as to best accomplish the objective of such provision.
Release Date: April 23, 2021
