Wacom Evaluation Version Signature SDK License Agreement
This Wacom Signature SDK Evaluation Version License Agreement (“License Agreement”) is between you (both the individual installing the Wacom Evaluation Version Signature SDK and any single legal entity on behalf of which such individual is acting) (“Licensee”) and Wacom Co., Ltd. 2-510-1, Toyonodai. Kazo-shi, Saitama, 349-1148 JAPAN (“Wacom”).
IT IS IMPORTANT THAT YOU AS LICENSEE READ CAREFULLY AND UNDERSTAND THIS LICENSE AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON OR USING OR INSTALLING THE SOFTWARE, YOU AS LICENSEE AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. IF YOU AS LICENSEE DO NOT AGREE WITH ALL THE TERMS OF THIS LICENSE AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS LICENSE AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. IF YOU AS LICENSEE DO NOT ACCEPT THIS LICENSE AGREEMENT, YOU AS LICENSEE WILL NOT HAVE THE RIGHT TO USE OR ACCESS THE SOFTWARE.
Business Background
Wacom has been selling Wacom Signature Tablets which are used for signature capture capability, and has been aware that in order to encourage wider use of such Signature Tablets by the relevant end users it is important for a wide variety of application software for such Signature Tablets to become available to such users in the market.
Wacom has recently developed a Software Development Kit, called Signature SDK, which would enable a user of Wacom Products, including such Signature Tablets, and/or a software developer to develop, assemble, use, distribute and license application software for such Wacom Products and wishes that such application software be widely used by the relevant end users by a reasonable licensing arrangement.
You as Licensee, either a user of Signature Tablets or a software developer, have expressed a desire to use and evaluate the Signature SDK in order to determine whether to enter into a separate commercial license agreement to use the Signature SDK to develop, assemble, use, distribute and license such application software for commercial purposes. Wacom understands that you as Licensee will combine components from the Signature SDK with other computer program(s) independently developed or procured by you, solely for use with Wacom Products. To assist with the evaluation process, Wacom has developed an Evaluation Version of the Signature SDK.
In order to accommodate the desire expressed by you as Licensee as set forth above, Wacom is willing to license the Evaluation Version Signature SDK to you without any compensation and on other terms and conditions set forth in this License Agreement.
You agree that if the result of the above evaluation proves to be positive, you will notify Wacom regarding Licensee’s intent to enter into a full license agreement for the Signature SDK. As soon as Wacom receives such intent from you, Wacom or its authorized Affiliate will offer a full license for the Signature SDK.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Definitions
As used in this Evaluation Version Signature SDK License Agreement, the following terms shall have the following meanings:
| 1.1. | “Evaluation Version Software” means the software, and all of its components in the form of executable code, developed and identified by Wacom as the “Signature SDK” and that will be used by Licensee to develop, assemble, use and/or evaluate a Potential Licensee Product, but not license or distribute such Potential Licensee Product to any third party. |
| 1.2. | “Potential Licensee Product” means application software that combines the Evaluation Version Software or components thereof only with other computer program(s) independently developed or procured by Licensee, to be used only with Wacom Products. |
| 1.3. | “Wacom Product” means a Wacom-branded pen-tablet which is equipped with signature capture capability and with which the Evaluation Version Software is compatible, including, but not limited to, the Wacom-branded STU series Signature Tablet, DTU-series LCD pen-tablet and Cintiq-series LCD pen-tablet. Wacom Product may be sold or provided to end users, either as a stand-alone product or as bundled with software. |
| 1.4. | “Documentation” means instructions, manuals and diagrams in printed and/or electronic media provided to Licensee pertaining to the Evaluation Version Software. |
| 1.5. | “Evaluation Period” means 180 (one-hundred and eighty) days from the date Wacom provides the Evaluation Version Software to Licensee and during which Licensee can evaluate the Evaluation Version Software. |
| 1.6. | “Trademarks” means all trademarks, trade names, service marks, logos, now owned or hereinafter acquired by Wacom and all other trademarks, trades names, service marks and logos identifying or used in connection with Evaluation Version Software, whether or not registered. |
| 1.7. | “Third-Party Software” means the software components (including open source software and/or free software) described in Section 4.1 and any related licenses agreement, notices, source code, and/or Documentation. |
2. Grant of License for Evaluation Purpose
| 2.1. | Limited License Subject to the terms and conditions set forth in this License Agreement, Wacom hereby grants to Licensee a royalty-free, nonexclusive, non-transferable and corporate license to use and evaluate the Evaluation Version Software for Evaluation Period in order for Licensee to determine whether Licensee will enter into a separate commercial license agreement enabling Licensee to use the Evaluation Version Software in order to develop, assemble, use and/or distribute and license Potential Licensee Product on a commercial basis. This license allows Licensee to install and to use the Evaluation Version Software solely for such evaluation purpose and solely in conjunction with a Wacom Product on ten (10) or fewer Licensee’s computers within the Licensee’s company or organization. Within the same limits Licensee may use the Documentation in support of Licensee’s authorized use of the Evaluation Version Signature SDK. Licensee acknowledges and agrees that Licensee has no right under this License Agreement to, and shall not, grant or purport to grant licenses or sublicenses to all or any portion of the Evaluation Version Software. Any such license or sub-license is null and void. IF LICENSEE FAILS TO ENTER INTO A SEPARATE COMMERCIAL LICENSE AGREEMENT WITH WACOM OR ITS AUTHORIZED AFFILIATE DURING THE EVALUATION PERIOD, LICENSEE SHALL, UNLESS SUCH EVALUATION PERIOD IS EXTENDED IN WRITING BY WACOM, IMMMEDIATELY STOP USING THE EVALUATION VERSION SOFTWARE AND DESTROY ALL COPIES OF SUCH SOFTWARE INCLUDED AS PART OF POTENTIAL LICENSEE PRODUCT, INSTALLED ON LICENSEE’S COMPUTERS OR IN LICENSEE’S POSSESSION. |
| 2.2. | Ownership and Reservation of Rights All rights not specifically granted to Licensee under this License Agreement are reserved by Wacom. Except as expressly set forth in this License Agreement, Wacom does not convey any intellectual property rights regarding the Evaluation Version Software, any portions or components thereof, and/or any related Documentation or material provided to Licensee. Licensee acknowledges that Wacom owns and shall retain all proprietary rights, including all Trademarks, patent, copyright, trade secret, other intellectual property rights and interests in and to the Evaluation Version Software and components thereof, including without limitation any maintenance or enhancements. Licensee acknowledges that the license granted under this License Agreement does not provide Licensee with title to or ownership of the Evaluation Version Software or any parts of it, but only a right of limited use under the terms and conditions of this License Agreement. |
| 2.3. | No Reverse Engineering or Alteration of Software Licensee shall have no right to receive, review or otherwise use or have access to the source code of the Evaluation Version Software or any portions or components thereof. Licensee acknowledges that the Evaluation Version Software, any code therein, and their structure, sequence, and organization are valuable trade secrets of Wacom, and Licensee agrees not to alter, decompile, disassemble, reverse engineer, attempt to discover or reconstruct source code, or modify in any way, the entire or any portion of the Evaluation Version Software or prepare derivative works from or of either of them. |
| 2.4. | Modifications, Upgrades, Support Wacom may but is not obligated to modify or add to the Evaluation Version Software as part of its reasonable commercial efforts within the functionality thereof, including bug fixing. |
3. Licensee’s Obligations
| 3.1. | Licensee’s Obligations Subject to the terms and conditions of this License Agreement, Licensee shall:
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| 3.2. | Copyright Notice As a condition of the rights granted under this License Agreement, Licensee shall include in each Potential Licensee Product, including written documentation, proprietary notices, including without limitation an acknowledgement of Wacom as copyright holder of the components of the Evaluation Version Software used in the Potential Licensee Product and a statement that such components were used in developing the Potential Licensee Product. |
| 3.3. | Limitation on Use of Free and/or Open Source Software Licensee acknowledges and agrees that Licensee shall not take any action that would require, indicate, or imply that the Evaluation Version Software or any portion or component thereof is or may be licensed under the terms of any “Free” and/or “Open Source” license. For example, and without limitation, Licensee shall not combine the Evaluation Version Software or any component or portion thereof with (a) software that is licensed under terms that would require, or purport to require, the resulting combined work, the Evaluation Version Software, or any components thereof to become freely available, or to be licensed out under the same or similar terms as such software, or (b) software that might compromise Wacom’s ownership or copyright in and to the Evaluation Version Software or any components thereof. |
| 3.4. | Removal of Evaluation Legend Not Permitted Licensee acknowledges and agrees that it shall not alter any code or display included in or resulting from use of the Evaluation Version Software in an attempt to remove or obscure the word “Evaluation” that appears when the Evaluation Version Software is used. |
| 3.5. | Trademark Use Licensee shall not alter or delete an Trademarks of Wacom that appear on or in connection with the Evaluation Version Software, or components thereof, or during the display or operation of such software. |
| 3.6. | No Reimbursement It is expressly understood and agreed that Wacom shall have no obligation to reimburse Licensee for any expenses or costs incurred by Licensee in the performance of its responsibilities under this License Agreement. Any costs or expenses incurred by Licensee shall be borne solely by Licensee. |
4. Third Party Software
| 4.1. | Third Party Software The Evaluation Version Software includes and uses the following third party software components, which are governed by the license terms set forth below.
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| 4.2. | Compliance with Third Party Software Licenses Subject to Section 3.3 of this License Agreement, Licensee accepts the terms of the licenses identified in Section 4.1, and acknowledges that Licensee is responsible for fulfilling all obligations of third party software licenses when using a Potential Licensee Product for evaluation purposes. Licensee shall defend, indemnify and hold harmless Wacom, its affiliates, and their officers, directors, employees, and representatives (“Wacom Indemnitees”) from and against any claim based on the misuse of third party software components or violation of third party software licenses by Licensee. |
5. Warranties, Disclaimer and Limitation of Liability
| 5.1. | Warranty and Disclaimers EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES A LONGER WARRANTY PERIOD OR REQUIRES DIFFERENT OR ADDITIONAL WARRANTY PROVISIONS (IN WHICH CASE THE MINIMUM REQUIRED PROVISIONS OF APPLICABLE LAW SHALL APPLY), WACOM WARRANTS THAT THE EVALUATION VERSION SOFTWARE AND THE COMPONENTS THEREOF, WHEN USED IN ACCORDANCE WITH THE DOCUMENTATION AND THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, WILL MATERIALLY PERFORM IN ACCORDANCE WITH THE DOCUMENTATION FOR THE EVALUATION PERIOD 180 (ONE-HUNRED AND EIGHTY) DAYS FROM THE DATE WACOM PROVIDED THE EVALUATION VERSION SOFTWARE TO LICENSEE. IN THE EVENT THE SOTWARE FAILS TO CONFORM TO THE FOREGOING WARRANTY, WACOM SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE NONCONFORMITY, BY REPAIR OR REPLACEMENT, AT WACOM’S OPTION. REPLACEMENT OR REPAIR OF THE SOFTWARE DOES NOT EXTEND ITS WARRANTY PERIOD BEYOND THE ORIGINAL WARRANTY PERIOD. THE WARRANTY SET FORTH IN THIS SECTION 5.1 SHALL NOT APPLY TO THE EXTENT ANY NON-CONFORMITY IS CAUSED BY COMPONENTS OF THE POTENTIAL LICENSEE PRODUCT THAT ARE NOT PART OF THE EVALUATION VERSION SOFTWARE. EXCEPT TO THE EXTENT EXPRESSLY STATED ABOVE, AND EXCEPT FOR ANY OTHER WARRANTY EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, WACOM PROVIDES NO OTHER WARRANTY AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY IN AND TO THE EVALUATION VERSION SOFTWARE. TO BE CLEAR, WACOM PROVIDES LICENSEE NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS, OF RESULTS, OF LACK OF VIRUSES, ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, OF LACK OF NEGLIGENCE, OR ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, ITS PERFORMANCE OR OTHERWISE RELATED TO THIS AGREEMENT. |
| 5.2. | Licensee Responsibilities Licensee shall be solely responsible for the evaluation, testing, and assessment of the Evaluation Version Software for Licensee’s purposes. Licensee acknowledges that it is technically not possible to develop data processing computer programs which are entirely free of technical issues. In the event that Licensee identifies any technical issue with the Evaluation Version Software, whether alone or as part of the Potential Licensee Product, Licensee shall promptly report such issue to Wacom. Wacom shall have no obligation to remedy any issue reported by the Licensee. However, if Wacom develops a version of the Evaluation Version Software, a patch or remedy that resolves the issue, Wacom shall provide such version, patch, or remedy to the reporting Licensee. |
| 5.3. | Limitation of Liability IN NO EVENT WILL WACOM BE LIABLE FOR ANY AND ALL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY LICENSEE OR ANY THIRD PARTY, IN ANY TYPE OF ACTION, INCLUDING AN ACTION IN CONTRACT OR TORT, EVEN IF WACOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. LICENSEE ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS LICENSE AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH WACOM WOULD NOT HAVE ENTERED INTO THIS LICENSE AGREEMENT. WACOM’S PRICING OF THE EVALUATION VERSION SOFTWARE, AND/OR THE PRODUCTS WITH WHICH POTENTIAL LICENSEE PRODUCT MAY BE USED REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. IN THE EVENT OF ANY CLAIM RELATED IN ANY WAY TO THIS LICENSE AGREEMENT OR THE SOFTWARE, AND EXCEPT FOR ANY CLAIM UNDER SECTION 5.4 OF THIS LICENSE AGREEMENT, WACOM’S LIABILITY UNDER THIS LICENSE AGREEMENT OR IN ANY WAY RELATED TO THE EVALUATION VERSION SOFTWARE SHALL NOT EXCEED THE AMOUNT OF FIVE THOUSAND U.S. DOLLARS (U.S. $ 5,000). NOTWITHSTANDING THE ABOVE, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NOTHING IN THIS LICENSE AGREEMENT LIMITS WACOM’S LIABILITY TO LICENSEE IN THE EVENT OF: (i) DEATH OR PERSONAL INJURY TO THE EXTENT RESULTING DIRECTLY FROM WACOM’S NEGLIGENCE OR THAT OF ITS EMPLOYEES OR AGENTS; OR (ii) ANY FRAUDULENT ACT OR OMISSION OF WACOM OR THAT OF ITS EMPLOYEES OR AGENTS; OR (iii) TO THE EXTENT ARISING OUT OF ANY WILFUL OR GROSSLY NEGLIGENT MISCONDUCT ON THE PART OF WACOM. |
| 5.4. | Warranty and Indemnification Regarding Patents and Other Intellectual Property Rights Wacom warrants that the use and evaluation of the Evaluation Version Software or components thereof in accordance with Section 2.1 do not infringe or otherwise violate any copyright, trade secret, trademark, patent, or other proprietary right of any third party. Wacom shall at its own expense and through its outside counsel indemnify and hold harmless Licensee, its affiliates, distributors, customers, officers, agents and employees from and against all liability, loss and costs arising from any claim of alleged infringement, related solely to the Evaluation Version Software or components thereof, of any third party’s patent, trademark, copyright or any other intellectual property right, provided that: i) such alleged infringement does not arise from the use, offer, license or distribution of the Evaluation Version Software as a part of or in combination with any other software, including Open Source, Free or other third party software as set forth in Section 3.3., devices or parts; ii) Licensee gives Wacom immediate notice in writing of any such suit; and iii) Licensee does not enter into a settlement of the alleged infringement. Licensee agrees that Wacom shall have sole control of the defense and disposition of any lawsuit to which the indemniity applies. If Licensee settles any claim covered by the above warranty, or retains counsel in addition to those retained by Wacom, Licensee shall be solely responsible for the expense of such counsel and such settlement, and Wacom shall have no responsibility. |
| 5.5. | Exclusive Remedies The express remedies set forth in this License Agreement are in lieu of all obligations or liabilities on the part of Wacom for damages resulting from breach of warranty, breach of contract, negligence or on any other legal theory. |
6. Term and Termination
| 6.1. | Term This License Agreement commences on the date Licensee accepts the terms and conditions of this License Agreement and shall remain in effect until terminated or, if earlier, the execution of a separate commercial license agreement as set forth in Section 2.1. If Licensee fails to execute the separate commercial license agreement, then this License Agreement shall terminate on the date of expiration of Evaluation Period. |
| 6.2. | Automatic Termination in Case of Breach of Contract In the event of a breach of this License Agreement, including but not limited to any unauthorised use or distribution of the Evaluation Version Software and/or its Documentation, as a whole or parts of it, (a) The license granted under Section 2.1. shall automatically terminate; (b) Licensee shall have no further rights under this License Agreement; (c) Wacom shall be entitled to recover any damages resulting from the breach by Licensee; (d) such breach may result in criminal and/or civil prosecution; and (e) warranty claims, if arising solely out of applicable law, shall be forfeited. |
| 6.3. | Termination Either party may terminate this License Agreement by giving the other party thirty (30) days prior written notice. In addition, the parties may mutually agree in writing to terminate this License Agreement on such terms as they may agree to, or either party may terminate this License Agreement by giving the other party thirty (30) days prior written notice based on any of the following:
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| 6.4. | Effect of Termination Upon expiration or termination according to Section 6.1, 6.2 or 6.3. of this License Agreement, no residual rights will remain with Licensee, and in no event may Licensee use, license, sell or otherwise transfer the Evaluation Version Software or parts of it to any third party after termination or expiration. Upon termination or expiration, Licensee shall (a) return or destroy all copies of the Evaluation Version Software and components thereof in Licensee’s possession; and (b) certify in writing that all such copies have been destroyed or returned. |
| 6.5. | Survival of Terms Upon any termination or expiration of this License Agreement, sections 1, 2.2, 3.3, 4, 5, 6, 7, and 8. will survive. |
7. Confidentiality
| 7.1. | Obligation for Confidentiality To the extent a party (receiving party) obtains or otherwise has access to information (“Confidential Information”) that is confidential to the other party (disclosing party), the receiving party shall keep such Confidential Information confidential. Confidential Information shall include, but not be limited to, the Evaluation Version Software and related Documentation and any Enhancements or Maintenance Modifications, product performance benchmarks or test results, formulas, computer or software code, algorithms, specifications, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names and all information clearly identified at the time of disclosure as confidential. Confidential Information constitutes trade secrets of the owner and/or its suppliers. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential and oral information that is identified by either party as confidential. |
| 7.2. | Exceptions A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information; or (v) is required to be disclosed by law or valid order of a court or other governmental authority; provided, however, that the responding party shall first have given prompt notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. |
| 7.3. | No Grant of Rights Except as otherwise provided in this License Agreement, all Confidential Information and any Derivatives thereof, remain the property of the disclosing party and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this section, “Derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. |
| 7.4. | No Warranty for Confidential Information Except provided in this License Agreement, all Confidential Information is provided “as is” and without any warranty, express or implied, regarding its accuracy or performance. The receiving party will return all tangible Confidential Information of the disclosing party, including but not limited to all notes, plans, drawings, and copies thereof, immediately upon the other party’s written request. |
| 7.5. | Term of This Section Each party’s obligation to protect the other party’s Confidential Information shall expire ten (10) years from the date of disclosure of Confidential Information. |
| 7.6. | Immediate Injunctive Relief Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this License Agreement. |
8. General Provisions
| 8.1. | Notices Communications by means of e-mail or telefax fulfil the requirement of being in writing, except that such methods shall not apply with respect to any alterations, amendments and supplements of this License Agreement. The requirement of written form can only be waived in writing. Any official notice from either Party shall be addressed as follows: To Wacom: Attention; Mr. Yukio Usuda yukio.usuda@wacom.co.jp To Licensee: directed to the President or the Project Manager of Licensee entity, by email, telefax, regular mail, or overnight delivery to Licensee’s principal place of business, or to any office or place of business of Licensee involved in discussions with Wacom regarding the Signature SDK or Evaluation Version Software. |
| 8.2. | Relationship of the Parties The parties undertake their respective obligations under this License Agreement as independent contractors. This License Agreement does not, and is not intended to create any employment, agency, franchise, joint venture, legal partnership or other similar legal relationship between the parties. Neither party is authorized to transact business, incur obligations, sell goods, solicit orders, or assign or create any obligation of any kind, express or implied, on behalf of the other party, or to bind it in any way whatsoever, or to make any contract, promise, warranty or representation on the other party’s behalf with respect to products sold by the other party or any other matter, or to accept any service of process upon the other party or receive any notice of any nature whatsoever on the other party’s behalf. |
| 8.3. | Assignment This License Agreement shall not be assignable by Licensee, and Licensee may not delegate its duties hereunder without the prior written consent of Wacom, which it may in its discretion grant or deny. Any attempt by Licensee to assign any of its rights or delegate any of its duties hereunder without the prior written consent of Wacom shall be null and void. |
| 8.4. | Publicity Except as contemplated by this License Agreement, neither party will use the Trademarks of the other party in news releases, advertising or otherwise without the prior written approval of such other party; provided, however, that Wacom may include Licensee and Licensee’s logo on its customer lists. |
| 8.5. | Waiver Failure of either party at any time to require performance by the other party of any provision hereof shall not be deemed to be a continuing waiver of that provision, or a waiver of its rights under any other provision of this License Agreement, regardless of whether such provision is of the same or a similar nature. |
| 8.6. | Force Majeure Neither party shall be liable to the other because of any delay or failure if and to the extent such delay or failure is caused by occurrences beyond the control of the party including, but not limited to, acts of God; war, acts of terrorism, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of the party. The party shall immediately notify the other of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery. |
| 8.7. | Severability In the event that any of the provisions or part of a provision contained in this License Agreement is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining contractual provisions. The parties undertake to replace the invalid or unenforceable provisions by a new provision which comes as near as possible to the economic intention of the parties including the ineffective provision at the time of closing this License Agreement as far as legally possible. |
| 8.8. | Applicable Law and Place of Venue This License Agreement shall be governed by the laws of Japan without reference to any of its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Any dispute, controversy, claim or disagreement of any kind between the parties shall be exclusively litigated in the District Court in Tokyo, Japan. Wacom, at its option, can also bring action against the Licensee at the latter’s general legal venue. Licensee consents to and agrees not to contest jurisdiction and venue of the Court identified in this Section 8.8. |
| 8.9. | Entire Agreement This License Agreement contains the entire understanding between the parties relating to the subject matter hereof and supersedes any and all prior agreements, discussion and understandings, express or implied, relating thereto. This License Agreement may not be altered, amended or supplemented except in a writing signed by both parties. |
| 8.10. | Headings The headings set forth in this License Agreement are for convenience only, and are not intended as an interpretive aid or as comprising a term or condition of this License Agreement. |
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU AS LICENSEE ACKNOWLEDGE THAT (1) YOU AS LICENSEE HAVE READ AND REVIEWED THIS LICENSE AGREEMENT IN ITS ENTIRETY, (2) YOU AS LICENSEE AGREE TO BE BOUND BY THIS LICENSE AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS LICENSE AGREEMENT ON BEHALF OF YOU AS LICENSEE AND, (4) BY SO CLICKING, THIS LICENSE AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU AS LICENSEE.
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