CANON SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY BEFORE USING THE SOFTWARE STORED IN THE CD-ROM IN THIS BOX!  This document is a legal agreement ("Agreement") between you and Canon Inc. ("Canon") and governing your use of the software stored in the CD-ROM and the user manual in this box (including without limitation, sound data and image data, correctively, the "Software").  BY USING THE SOFTWARE, YOU ARE DEEMED TO HAVE BEEN AGREED TO THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN THE SAME TO THE SELLER BY WHOM YOU ARE PROVIDED WITH IT FOR A REFUND.


1.  GRANT OF LICENSE
Canon grants you a non-exclusive license to install the Software into a single computer and use such installed Software on such single computer at a time. 
With respect to the sound data and image data contained in the Software and which are to be transferred to applicable Canon's digital camera product, Canon grants you a non-exclusive license to (i) transfer such sound data and image data to such single digital camera product by using the Software, and (ii) use such sound data and image data on such single digital camera product at a time.
You may not use the Software on plural computers at a time or on a network, multiple site arrangement or any other hardware configuration where the Software is accessible to any third party.
You may make one copy of the Software solely for a back-up purpose, provided that you shall reproduce the copyright notice on the original CD-ROM in which the Software is stored, on a medium of such back-up copy.

2.  RESTRICTIONS
You shall not use, copy or transfer the Software except as expressly granted or permitted herein, and shall not assign, sublicense, sell, rent, lease, loan or convey to any third party the Software, and you also shall not have any third party to do so.  In addition, you shall not alter, translate, modify, convert to another programming languages, disassemble, decompile or otherwise reverse engineer the Software and you also shall not have any third party to do so.

3.  COPYRIGHT NOTICE
You may not modify, remove or delete any and all copyright notices (i) which are contained in the Software, including any copy thereof, and (ii) which are on the original CD-ROM and on the medium of a back-up copy made pursuant to Section 1 above, if any.  

4.  OWNERSHIP
Canon and/or its subsidiaries retain in all respects the title, ownership and intellectual property rights in and to the Software.  You own only the CD-ROM media in which the Software is stored.  Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by Canon to you for any intellectual property of Canon.

5.  EXPORT RESTRICTIONS:
You agree to comply with all export laws and restrictions and regulations of the country involved, and not to export or re-export, directly or indirectly, the Software in violation of any such laws and restrictions and regulations, or without all necessary approvals.

6.  SUPPORT AND UPDATE:
Canon, Canon's subsidiaries and affiliates, their distributors and dealers are not responsible for maintaining the Software and helping you to use the Software.  No updates, bug-fixes or support will be made available for the Software.

7.  LIMITED WARRANTY AND DISCLAIMER OF INDEMNITY:
LIMITED WARRANTY.   THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.  SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CANON, CANON'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  SOME STATES OR LEGAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
Canon, Canon's subsidiaries and affiliates, their distributors and dealers do not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.
However, Canon or Canon's subsidiary warrants a medium on which the Software is stored to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of you obtained the same as evidenced by a receipt or otherwise. 
CUSTOMER REMEDIES.   Canon, Canon's subsidiaries and affiliates, their distributors and dealers' entire liability and your exclusive remedy shall be the replacement of the medium not meeting the LIMITED WARRANTY.  The LIMITED WARRANTY does not apply if failure of the medium has resulted from accident, abuse or misapplication of the Software and shall not extend to anyone other than the original user of the Software.
NO LIABILITY FOR DAMAGES.   IN NO EVENT SHALL CANON, CANON'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS INTERRUPTION OR OTHER COMPENSATORY, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE SOFTWARE, USE THEREOF OR INABILITY TO USE THE SOFTWARE EVEN IF CANON, CANON'S SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES OR LEGAL JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR PERSONAL INJURY OR DEATH RESULTING FROM NEGLIGENCE ON THE PART OF SELLER, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
DISCLAIMER OF INDEMNITY.   CANON, CANON'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS SHALL ASSUME NO OBLIGATION TO INDEMNIFY YOU AGAINST ANY CLAIM OR SUIT BROUGHT BY A THIRD PARTY ALLEGING THAT THE SOFTWARE OR USE THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF SUCH THIRD PARTY. 

8.  TERM:  
This Agreement is effective upon your acceptance hereof by using the Software and remains in effect until terminated.  You may terminate this Agreement by destroying the Software including any and all copies thereof.  This Agreement shall also terminate if you fail to comply with any terms of this Agreement.  In the event that this Agreement terminates for your failure to comply with this Agreement, in addition to Canon enforcing its respective legal rights, you must promptly destroy the Software including any and all copies thereof.  Notwithstanding the foregoing, Sections 4, 6, 7, 8, 9, 10, 11 and 12 shall survive any termination of this Agreement.  

9.  U.S. GOVERNMENT RESTRICTED RIGHTS NOTICE:  
The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.72024 (June 1995), all U.S. Government End Users shall acquire the Software with only those rights set forth herein.  Manufacturer is Canon Inc./30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan.

10.  SEVERABILITY:  
In the event that any provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.

11.  GOVERNING LAW:  
The terms and conditions of this Agreement, the performance hereunder and the interpretation hereof shall in all respects be governed and construed in accordance with the laws of Japan.

12.  ACKNOWLEDGMENT:  
BY USING THE SOFTWARE, YOU ARE DEEMED TO HAVE ACKNOWLEDGED THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND CANON CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND CANON RELATING TO THE SUBJECT MATTER HEREOF.  NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF CANON.
