End User License Agreement

The English version of this document is made for reference purpose, the Japanese version takes precedence.

RAMAN Viewer End User License Agreement

EULA171025
October 25th, 2017
Nanophoton Corporation

This Agreement governs the software license and limited warranty. By copying, installing or using the whole or a part of the Software you are accepting all conditions of this agreement. If you do not accept the terms of this agreement, you may not use the Software.

The Software is not sold but is non-exclusively licensed for use in accordance with the restrictions of this agreement.

You may have entered into a separate agreement that supplements the whole or a part of this Agreement or in lieu of this Agreement (ex. Volume License Agreement) directly with Nanophoton.

1 1 Definition

1.1 Nanophoton

“Nanophoton” refers to a Japanese corporation with an address at 1 -1 – 3 – 267 Umeda, Kita-ku, Osaka-shi, Osaka, Japan, at the conclusion of this agreement.

1.2 Software

“Software” means the following information;

(a) All information provided with this agreement, including;

  1. (1) All computer programs, software files and other computer information,
  2. (2) Scripts embedded in the outputted file and header information not obtained by measurement,
  3. (3) Related user manuals and explanation files.

(b) Copy, upgrade, update and additional information of the above information provided by Nanophoton to Users at any time (hereinafter referred to as “Update”).

1.3 Computer

“Computer” means a virtual or physical device that receives information in a digital or similar format, processes it based on a series of instructions, and outputs a specific result (including, but not limited to, hardware products that can run software such as desktop computers, laptops, tablets, mobile devices).

1.4 Use

“Use” means installing the software product in a computer storage device or executing it on a computer.

1.5 You

“You” means the individual or corporation that acquired this software, the employee of you who uses the software for you, the individual and the corporation that Nanophoton has permitted the use of the software, etc.

1.6 Output files

“Output file” means output files that you create using the Software.

1.7 Dongle key

“Dongle key” means the equipment necessary for you to use this software, connect to the computer and activate the Software.

2 Software License

2.1 License of use

In accordance with the terms of this Agreement, only for your own purposes, and if you connect the Dongle Key to the computer, you are licensed to use the Software. Per one license, you can use the software on one computer at the same time. There is no limit on the number of installations on the computer. If you remove the Dongle key during use, the whole or a part of the Software may stop operating without notice in advance.

2.2 Change of the Software

Nanophoton reserves a right to change the Software (specific products, components, versions, platforms, languages, etc.) at any time, and are not liable for damages to You caused by such changes.

2.3 SDK

This software may include SDK. In accordance with the restrictions set forth in this Agreement, Nanophoton grants non-exclusive use of SDK to you for the purpose of internal development of application programs designed to work in cooperation with Nanophoton products. You shall not change or distribute any part of the provided SDK. In the event that Nanophoton suffered a claim of patent infringement or damages claim from a third party proximately caused by the application programs created by you using the SDK, you shall agree to cooperate in resolving disputes and to indemnify Nanophoton for all costs including attorneys’ fees incurred in Nanophoton.

2.4 Copy of the document

You may make a copy of the document contained in the Software, according to this agreement, for your own internal use regarding the use of the Software. The number of the copy shall not exceed reasonably required.

2.5 Rental of Dongle keys

For each purchase of one license, one Dongle key will be rented to the you without charge. You shall manage the dongle key with the care of a good manager. You shall not modify the Dongle key or read, change, or delete the information inside the Dongle key.

3 Intellectual Property Ownership

The Software and any authorized copies that you make are the intellectual property of and are owned by Nanophoton. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of Nanophoton. The Software is protected by law, including but not limited to the copyright and patent law of Japan and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by Nanophoton.

4 Restrictions and Requirements

4.1 Proprietary Notices

When you make a permitted copy of the Software, the copy must contain the same copyright and other proprietary notices that appear on or in the Software.

4.2 Use Obligations

You agree that you will not use the Software other than as permitted by this agreement and that you will not use the Software in a manner inconsistent with its design or Documentation.

4.3 No Modifications

Except as expressly permitted herein, you may not modify, port, adapt or translate the Software.

4.4 Publication of Reverse Engineering result

You may not publish or distribute the results of reverse engineering to this software to third parties.

4.5 Dynamic link to software

Nanophoton shall be disclaimed for any damage including its attorneys’ fee caused by the application program which is dynamically linked to the Software and developed by you.

4.6 No Transfer

You shall not rent, lease, sell, sublicense, assign, or transfer your rights in the Software or Dongle key, or authorize any portion of the software to be copied onto a third party’s computer except as may be expressly permitted herein.

5 Limited warranty

Nanophoton warrants that the Software will substantially function in accordance with the corresponding user manual of the Software for 90 days after receipt when you use the Software pursuant to the provisions of this Agreement. No warranty rights are established for non-substantial variation of performance from the descriptions in the user manual.

The limited warranty of this section does not apply to the following items; these are provided “as is” without any warranty from Nanophoton.

  1. (1) Patches of the Software
  2. (2) Pre-release software, trial version, starter version, evaluation version, a product sample and non-resale copy of the Software
  3. (3) Web site related to this software, online service by Nanophoton, online service by a third party entrusted by Nanophoton

The entire liability of Nanophoton for a warranty claim will be limited to either, at Nanophoton’s option, support of the Software based on the warranty claim, replacement of the Software, or, if support or replacement is not practicable at a determination by Nanophoton, the refund of the license fee you paid for the Software.

You may have additional rights under law which may vary from jurisdiction to jurisdiction. Nanophoton does not seek to limit your warranty rights to any extent not permitted by law.

6 Limitation of liability

Except for the limited warranty stated in Article 5, Nanophoton, its affiliates, and its distributors shall not be liable for compensation for any damages incurred as a result of using the Software product. The same shall apply even if Nanophoton is aware of the possibility of such damages. In all cases, the total amount of responsibility that Nanophoton, its affiliates, and its distributors will be responsible, regarding this Agreement shall not exceed the amount paid by you for the Software.

The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. This limitation of liability may not be valid in some jurisdictions. You may have rights that cannot be waived under consumer protection and other laws. Nanophoton does not seek to limit its warranty or remedies to any extent not permitted by law.

7 Compliance with Licenses

If you are an enterprise, a company or an organization, you shall agree that, in addition to the confirmation of the license compliance performed by the Software, Nanophoton or its authorized agent have the right to inspect your records, systems and facilities to ensure that all Software is used pursuant to a valid license granted from Nanophoton, no more than once every 12 months on 7 days prior notice to you. Nanophoton has the right to your record necessary to determine whether the Software is used in accordance with a valid license. In order to verify that you are using all Nano photon software pursuant to a valid license from Nanophoton, you shall submit all records and information requested by Nanophoton within 30 days from the request.

8 Connection and Privacy

8.1 Automatic connection to the Internet

The Software may automatically connect your computer to the Internet without providing additional notice and communicate with the server of Nanophoton or a computer inside of Nanophoton for confirmation of the license and provision of additional information and functions to You and for support purposes.

8.2 Digital certificate

The software may use digital certificates to identify and sign your data. Your computer may be connected to the Internet when verifying the digital certificate.

8.3 Sending user data

The Software may transmit Your usage status and error information to the server of Nanophoton or a computer inside of Nanophoton. Nanophoton reserves the right to collect information concerning the usage status and error information of the Software.

9 Peer-to-Peer communication

The Software may automatically connect to other Nanophoton software using your LAN (Local Area Network) connection without making additional notice, whereby the Software communicates with other Nanophoton software and may notify the LAN that the Software is ready for communication with other Nanophoton software. With such a connection, the IP address of your connection and the network information may be transmitted to the LAN.

10 Governing law and Competent court

This Agreement shall be construed in accordance with the laws of Japan and any dispute relating to this Agreement shall be the Osaka District Court as the exclusive jurisdiction court of the first instance.

11 General

If any part of this Agreement shall be found to be illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement may be amended or modified only by a written instrument signed by both Parties hereto. The Japanese version of this agreement will be the version used when interpreting or construing this agreement. This Agreement embodies the entire understanding and agreement between Nanophoton and you and supersedes all representations, negotiations, consent, communication, advertisements relating to the Software before this agreement.

You may terminate this Agreement at any time by ending the use of the Software and destroying the Software and its copy. Even if this agreement is terminated, the provisions of Article 6 will continue to apply to any damage claims made by you regarding the Software.